Corporate governance statement

The Board recognises the importance of high standards of corporate governance as the basis for promoting long-term growth for the benefit of all of the Group’s stakeholders.

In accordance with the AIM rules the Group has elected to comply with the principles set out in the Corporate Governance Code for small and mid-sized companies published by the Quoted Companies Alliance in April 2018 (the QCA Code) as the basis of its governance framework.

The underlying principle of the QCA Code is to “ensure the Company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”.

As a Board, we are committed to providing the leadership required to ensure that the culture that is so integral to the success of the business is embedded within the business and work hard to engage with employees and other key stakeholders to ensure that this healthy corporate culture continues to be delivered through open and honest dialogue and we are delighted to set out below how we comply with the QCA Code.

1. Establish a strategy and business model which promotes long-term value for shareholders

Ashtead Technology has an established strategy to promote long-term value for our shareholders.

The Group intends to target low double-digit organic revenue growth by executing on a proven strategy and plans to augment this through a clear and focused merger and acquisition strategy.

The Group’s strategy and business model, which are developed by the senior management team,
and ultimately approved by the Board, are set out on pages 14 and 15 of Part I of the Admission
Document. The key points are summarised below.

Continue to support the energy transition through increasing our exposure to the high growth offshore wind market whilst continuing the strong underpin achieved from late life and decommissioning activities in the oil and gas sector
Maintain our position as the leading independent subsea equipment rental business
Continue to broaden our range of complementary equipment and services and leverage our global footprint
Augmenting organic growth through a clear and focused merger and acquisition strategy

2. Seek to understand and meet shareholder needs and expectations

The CEO and CFO communicate regularly with shareholders, investors and analysts, including at our half-year and full year results roadshows. The full Board is available at the Annual General Meeting (‘AGM’) to communicate with shareholders.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

Aside from our shareholders, our clients, employees, suppliers, funders and regulators are our most important stakeholders. We engage with our stakeholders via regular communications in our day-to-day activities, and via formal feedback requests.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board considers risk to the business at each Board meeting and via its standing committees; The Audit Committee, Remuneration Committee and Nominations Committee.

Both the Board and senior managers are responsible for reviewing and evaluating risk and the Executive Directors meet at least monthly to review ongoing trading performance, discuss forecasts and new risks identified.

5. Maintain the Board as a well-functioning, balanced team led by the Chair

The Board has three established Committees for Audit, Remuneration and Nomination. The composition and experience of the Board is reviewed annually by the Board, with external advice being obtained where required.

6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Board is satisfied that its current composition includes an appropriate balance of skills, experience and capabilities, including experience of people management, strategy, funding requirements and risk management.

7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Board regularly considers the effectiveness and relevance of its contributions, any learning and development needs and the level of scrutiny of the Senior Management team but at this stage has considered that internal review is sufficient given the size of the Board. This will be kept under continuous review.

8. Promote a corporate culture that is based on ethical values and behaviours

The Group prides itself on its culture, and maintaining that culture through consistent engagement with its staff is integral to the Group’s success. This is centred around our core values; Agility, Collaboration and Excellence.

Communication is encouraged and the Board recognises the importance of honest and open feedback at all times to facilitate the growth of individuals and teams within the business.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board is responsible for the Group’s overall strategic direction and management and meets regularly to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals. The Group has a set of Reserved Matters for the Board which is regularly reviewed in line with the growth of the business.

10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Group is committed to maintaining good communication and having constructive dialogue with its shareholders. Regular institutional shareholder meetings are held with the CEO and CFO to discuss Company performance, particularly following publication of our interim and full year results.

In addition a range of corporate information is available on the Group’s website.