Corporate Governance

In accordance with the requirements of being an AIM-listed company the Board recognises that the application of sound corporate governance is essential to the Group’s ongoing success and adopt the principal provisions of the QCA Corporate Governance Code for Small and Mid-Size Quoted Companies published in April 2018 (“QCA guidelines”).

This report sets out the Board’s approach to Judges’ corporate governance in accordance with AIM rule 26, also documented in the 2024 annual report, accessible here.

Board composition & Succession

The Board is responsible to the shareholders and sets the Group’s strategy for achieving long-term success. It is also ultimately responsible for the management, governance, controls, risk management, direction and performance of the Group. The year commenced with the Board comprising four Executive Directors, together with the Non-Executive Chair and four further Non-Executive Directors, supported by the Company Secretary. At the start of the year, the Group had three independent Non-Executive Directors as defined via the QCA guidelines. All other Non-Executive Directors were not considered independent under the QCA guidelines by virtue of the duration of their tenure, as they had served more than nine years from the date of their first election or were previously an Executive Director of the Company. Nevertheless, the Company considers that these Non-Executive Directors act independently of the Executive management, police adherence to the Group’s enduring buy and build strategy, and act as guardians to the Group’s culture, which continues to provide shareholders with long-term market-beating performance. They further deliver value via their long association with the Company, enabling retention of an appropriate corporate memory, which together with their deep understanding of the Group’s business model, ensures they appropriately challenge the Executive Directors. The structure and composition of the Board has been refreshed over the recent past; however, wholesale change for the purpose of adopting perceived best practice is not considered beneficial over the long term for our shareholders. Notwithstanding this, the Group continues its process of refreshing the Board’s composition, appointing additional talent to the Group’s management team and ensuring that there is a suitable balance Judges Scientific plc Annual report and accounts 2024between newer Non-Executive Directors and those that retain the strongest understanding of the Group’s culture and history, together with creating a more gender diverse Board. During 2024 the Group appointed Dr Ian Wilcock as an Executive Director, further strengthening and broadening the strength of the management team. Ian’s previous experience at Oxford Instruments plc and Danaher Corporation makes him an excellent addition to the team. Additionally, one of the Group’s founding Non-Executive Directors and Chair, Alex Hambro, notified the Board of his intention to retire as Chair at 31 December 2024 and retire from the Board at the conclusion of the Group’s AGM in May 2025. Ralph Elman has been appointed as Chair from 1 January 2025 which maintains a strong corporate memory in the role of Chair. At the end of the year, the Board comprised five Executive Directors, together with the Non-Executive Chair and four further Non-Executive Directors, three of whom are considered independent under the QCA guidelines. 

Board operation

The Board is responsible for the Company’s strategy and for its overall management. The operation of the Board is documented in a formal schedule of matters reserved for its approval, which is reviewed annually. These include (although not exhaustively) matters relating to:

•     the Group’s strategic aims and objectives;

•     the approval of significant acquisitions and expenditure;

•     financial reporting, financial controls and dividend policy;

•     the approval of the Group’s annual budget;

•     the structure, capital and financing of the Group;

•     internal control, risk and the Group’s risk appetite;

•     effective communication with shareholders; and

•     any changes to Board membership or structure.

Board decision making

The Board has a schedule of matters covering business, financial and operational matters ensuring that all areas of Board responsibility are addressed throughout the year. The Chair, supported by the Company Secretary, is responsible for ensuring the Directors receive accurate and timely information. The Company Secretary compiles the Board papers which are circulated to Directors in advance of meetings. The Company Secretary prepares and provides minutes of each meeting and every Director is aware of the right to formally minute any concerns.

Board meetings

The Board meets monthly (except in August) in addition to any ad hoc Board meetings that may be required during the year. Non-Executive Directors communicate directly with Executive Directors between formal Board meetings as necessary.

Directors are expected to attend all meetings of the Board, and the Committees on which they sit, and to devote sufficient time to the Company’s affairs to enable them to fulfil their duties as Directors. In the event that Directors are unable to attend a meeting in person they will endeavour to attend via phone, Microsoft Teams or similar arrangement. In a normal year, Board meetings are held either at the Group’s head office or rotated around the Group’s operating companies so that the Board are able to visit each business and discuss with local management. During 2024 the Board was able to hold 11 meetings in person, of which 7 were held at our subsidiaries, including Thermal Hazard Technology, EWB Solutions, CoolLED, Quorum, PE.Fiberoptics, Fire Testing Technology and Henniker Scientific.

When Directors cannot attend, their comments on papers to be considered at the meeting will be discussed in advance with the Chair so that their contribution can be included in the wider Board discussion.

The Directors’ attendance record at Board and Committee meetings is included in the 2024 annual report, accessible here.

BOARD CommitteeS

Audit Committee

During 2024, the Audit Committee was chaired by Ralph Elman with the other members being Sue Nyman and Charles Holroyd. The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It receives and reviews information and reports from the Group’s management, internal audit function and Auditor relating to the annual financial statements and the accounting and internal control systems in use throughout the Group. It also advises the Board on the appointment of the Auditor, reviews their fees and discusses the nature, scope and results of the audit with the Auditor. The Audit Committee meets at least twice a year and has unrestricted access to the Group’s Auditor. The Executive Directors and the Chair attend the Committee meetings by invitation as required.

The Audit Committee Report in the 2024 annual report, contains more detailed information on the Committee’s role.

Remuneration Committee 

Biographies of the Board seen within Management team set out the skills, knowledge and experience of the Board. This mix of capabilities enables them to constructively challenge strategy and review performance. All Directors undertake ongoing training sessions to ensure they retain relevant skills to execute their roles. 

Induction of new Directors

New Directors undergo a programme tailored to the existing knowledge and experience of the Director concerned and ensures they develop the requisite knowledge about the Group such that they can contribute fully from an early stage. Ian Wilcock received a personalised induction to suit the nature of his role, which also included visiting and meeting the vast majority of the Group’s UK based businesses.

Time commitments

All Directors are aware of the time required to fulfil the role prior to appointment and have confirmed their ability to meet the required commitment prior to appointment. This requirement is also included in their letters of appointment or service contract. The Board is satisfied that the Chair and each of the Non-Executive Directors is able to devote sufficient time to the Group. 

Development

External appointments

In the appropriate circumstances, the Board may authorise Executive Directors to take Non-Executive positions in other companies and organisations, provided the time commitment does not impact upon the Director’s ability to perform their role, since such appointments should widen their experience. The Chair will approve any such appointment. Approval was provided to both Ian Wilcock and Brad Ormsby for their external roles this year. 

Conflicts of interest

Under the Companies Act 2006, a Director must avoid a situation where a direct or indirect conflict of interest may occur and procedures are in place to manage any circumstance where a conflict may be perceived. The Company’s Articles of Association prevent Directors from voting on issues where they have, or may have, a conflict of interest, other than in exceptional and specific circumstances.

Independent professional advice

Directors’ and Officers’ liability insurance 

The Company has obtained Directors’ and Officers’ liability insurance during the year as permitted by the Company’s articles.

Election of Directors

Ian Wilcock, who was appointed by the board on 2 September 2024, will offer himself for election at the Annual General Meeting. All continuing Directors are offered up for re-election annually, in accordance with corporate governance best practice.

Performance evaluation

The Chair discusses with each of the Non-Executive Directors their ongoing effectiveness. He is also responsible for the Executive composition of the Board. The Chief Executive assesses each Executive Director and provides informal feedback on their performance on a timely basis. Additionally, all Directors have completed a board evaluation to assess the effectiveness of the performance of the Board.

Internal controls

The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group.

The principal components of the Group’s internal control system include:

•     overview of the day-to-day activities of the Group by the Executive Directors;

•     all proposed acquisitions are comprehensively reviewed by the Board;

•     a comprehensive annual budgeting process which is approved by the Board;

•     a decentralised organisational structure with defined levels of responsibility for all trading subsidiaries, to encourage principled entrepreneurial behaviour whilst minimising risks;

•     rotational visits by the Board to the trading subsidiaries;

•     detailed monthly reporting of performance against budget and forecast;

•     central control over key areas such as cash/banking facilities; capital expenditure and cyber security; and

•     an internal audit function which, on a rotational basis, reviews each of the Group’s trading subsidiaries and seeks to ensure consistent application of the Group’s policies.

The Group continues to assess and develop its internal control system to ensure compliance with best practice for a Group of its size.

RELATIONS WITH SHAREHOLDERS

The Group maintains communication with institutional shareholders through individual meetings with Executive Directors, particularly following publication of the Group’s interim and full year results. For overseas shareholders, the Group also holds a twice yearly roadshow to meet US investors and visits Scandinavian investors annually. The Group’s results presentations are recorded on video in a live webinar which all shareholders are welcome to attend, and these are subsequently made available on the Judges website. Additionally, the Group operates site visits where a group of significant shareholders/potential shareholders are shown around a number of the Group’s subsidiaries to view their operations and meet with the local management.

The Group also holds its Annual General Meeting in-person and all shareholders are again encouraged to attend the upcoming Annual General Meeting which is due to be held on 22 May 2025 (full details in the Directors’ Report on page 51). This is the main opportunity for all shareholders to meet with all the Executive and Non-Executive Directors and where the Group’s activities are considered and questions are both welcomed and answered.

General information about the Group is also available on the Group’s website. This includes a Group overview, detailed information about our trading businesses (including short videos introduced by subsidiary Managing Directors), details of all recent Group announcements and other relevant investor information. 

Whistleblowing

The Group has had a whistleblowing policy in place for many years which sets out the formal process by which any employee of the Group may, in confidence, raise concerns about possible improprieties in financial reporting or other matters, via a whistleblowing hotline. Whistleblowing is a standing item on the Board’s agenda with updates provided at each meeting. During 2024 no matters were raised via the hotline (2023: none).

Further information is available in the formal Corporate Governance Statement, Audit Committee report and Remuneration report within the Group's 2024 annual report. Please click here to access this annual report.

**This page was last updated on 18 December 2025