AIM Rule 26

Description of business

The Zytronic Group are developers and manufacturers of projected capacitive (PCAP) technology interactive touch sensors trademarked as (PCT™ & MPCT™) for applications related to industrial, public access and self-service equipment.

The Group is headquartered and operates from a single site in the North-East of England, UK.

Over 90% of sales are exported year-on-year, either directly or through a well established network of global channel partners.

The Group’s strategy is to progress shareholder value through the further development of its PCAP touch technology and other laminated product offerings, targeting growth application areas in industrial, public access and self-service markets and expanding its global channel footprint.

Directors’ responsibilities

The Board currently comprises an Independent Non-executive Chair, Dr. Chris Potts, an Independent Non-executive Director, Mark Butcher, and two Executive Directors, the CEO, Mark Cambridge and the CFO, Claire Smith. The Directors meet at least five times a year to review and consider operational matters.

The Board’s responsibilities include:

• setting annual budgets
• reviewing trading performance
• approving significant capital expenditure
• ensuring adequate funding by monitoring budgets and significant capital expenditure
• setting, reviewing, monitoring and approving strategy
• examining major acquisition possibilities
• reporting to shareholders
• deciding on senior personnel appointments.

Between meetings there is regular informal discussion between the Chair, the CEO, the CFO and the Non-executive Director. The Chair and the Non-executive Director have a particular responsibility to ensure that the strategies proposed by the Executive Directors are fully considered.

Board committees

The Board has established the following committees:

• Audit Committee.
• Remuneration Committee.
• Nominations Committee.

Each of these committees operates within defined terms of reference.

Audit committee

The audit committee is composed of Mark Butcher (Chair) and Dr. Chris Potts. The Board considers Mark’s skills to be appropriate to the Company.

The other Directors also attend the audit committee meetings, by invitation. The committee meets at least twice a year, providing a forum for reporting via the Group’s external auditors.

The audit committee is responsible for a wide range of matters, including:

• ensuring that the financial performance, position and prospects of the Company are properly monitored and reported on
• meeting with the auditors to review their reports relating to accounts and internal controls
• a review of the half year and annual financial statements before their submission to the Board
• regular monitoring of the controls that are in force to ensure the integrity of the information reported to the shareholders
• advising the Board on the appointment of external auditors and on their remuneration, both for audit and non-audit work
• discussing the nature, scope and results of audits with the auditors.

The audit committee keeps the cost effectiveness of the auditors under review. It also reviews the extent of the non-audit services provided by the auditors and reviews, as well as their independence and objectivity. The Chair of the audit committee reports the outcome and minutes of the audit committee meetings to the Board.

The most recent Audit Committee report is presented in the 2023 Annual Report and Financial Statements on page 32

Remuneration committee

The remuneration committee is composed of Mark Butcher (Chair) and Dr. Chris Potts. The committee meets at least once a year and is responsible for determining the remuneration for the Executive Directors and the subsidiary Directors. The committee determines the contract terms, remuneration and other benefits for each of the Executive Directors, including performance related bonus schemes, pension rights and compensation payments.

The Board determines the remuneration of the Chair and Non-executive Directors. The Remuneration Committee Report is shown in the 2023 Annual Report and Financial Statements on pages 34-35.

Nominations committee

The nominations committee is composed of all of the Non-executive Directors of the Board, being Mark Butcher and Dr. Chris Potts. The duties of the nominations committee are confined to the nomination of new appointments, re-appointments and the termination of employment or engagement of Directors and the Company Secretary.

The Nominations Committee Report is shown in the 2023 Annual Report and Financial Statements on page 33.