Principle 1: Establish a business purpose and business model which promotes long-term value for Shareholders
The Company’s business model, purpose and strategy has been set out as described in Part I of the Admission Document. The Directors believe that the Company’s business model, purpose and growth strategy will help to promote long-term value for Shareholders, for which the Board intends to provide an update on strategy in the Company’s future annual report and accounts. The principal risks facing the Group have been set out in Part II of the Admission Document, which include potential risks to the Group’s growth and upside potential. The Board, post Admission, will continue to take appropriate steps and measures in identifying risks and undertake where applicable, any mitigating strategies necessary to manage these risks. This will include any industry and business specific emerging risks as well as relevant legislation and regulatory potential changes and corresponding risks.
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that its decisions regarding strategy and risk will impact the Company’s corporate culture and that this could impact its potential performance. The culture is set by the Board which is considered and discussed at meetings, knowing that the tone and values it instils filters into all aspects of the Company and the way that its employees behave. The Board promotes a culture of integrity, honesty, trust and respect and all employees of the Company are expected to operate in an ethical manner in all of their internal and external dealings.
Following Admission, the Company will undertake regular reviews and audits in certain specific areas of risk, including anti-bribery, cyber/data risk and whistleblowing. The Company also has in place a code for directors’ and employees’ dealings in securities which has been outlined in the Company’s Financial Position and Prospects Procedures (FPPP) manual and is in accordance with Rule 21 of the AIM Rules for Companies and UKMAR.
The Directors believe that a long-term sustainable business model is essential for discharging the Board’s responsibility to promote the success of the Company, its employees, shareholders and other all stakeholders. In considering the Company’s strategic plans for the future, the Directors will proactively consider the potential impact of its decisions on all stakeholders within its business, in addition to considering the broader environmental and social impact as well as the positive impact it can have in which the Company operates.
The Company fully endorses the aims of the Modern Slavery Act 2015 and takes a zero-tolerance approach to slavery and human trafficking within the Group and its suppliers.
Principle 3: Seek to understand and meet Shareholder needs and expectations
The Board is committed to, and post Admission will actively encourage, effective relationships and communication with Shareholders as well as seeking advice from its Nomad and Broker.
All Shareholders are actively encouraged to participate in, and, if possible, attend, the Company’s annual general meetings (“AGM”). The Company will prepare annual report and accounts and a notice of AGM, which will be sent to all Shareholders and will be available for download from the Company’s website at http://corporate.sundaebar.ai/.
The Company will seek to maintain an active dialogue with Shareholders, who will be kept up to date with its developments by way of announcements made through a Regulatory Information Services (“RIS”) on matters of a significant substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected deviations to market expectations will be announced through an RIS.
The Board is keen to ensure that the voting decisions of Shareholders are reviewed and monitored, and the Company intends to engage, as appropriate, with Shareholders who do not vote in favour of resolutions at AGMs. All contact details for investor relations are included on the Company’s website, corporate.sundaebar.ai and all contact details are included on the Company’s website.
Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success
The Company takes its corporate social responsibilities very seriously and will focus on maintaining effective working relationships across a wide range of stakeholders including shareholders, employees, customers, suppliers and universities. The Directors will maintain an ongoing and collaborative dialogue with such stakeholders and take all feedback into consideration as part of the decision-making processes of the business going forward.
Principle 5: Embed effective risk management, internal controls and assurance activities considering both opportunities and threats, throughout the organisation
The principal risks facing the Company are set out in Part II of the Admission Document. The Directors will take appropriate steps to identify risks and undertake mitigating strategies in managing these risks following the listing process. A review of these risks will be undertaken at least on an annual basis, commentary of which will be included in the Company’s annual report and accounts. The Board has an overall responsibility for the determination of the Company’s risk management objective and policies which will be overseen by the Audit Committee.
Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the Chair
The Board comprises of the Non-Executive Chairman, Chief Executive Officer, Chief Financial Officer and two independent Non-Executive Directors. The Directors’ biographies are set out in paragraphs 1 and 2 of Part III of the Admission Document and also on the Company's website at corporate.sundaebar.ai. The Board considers that it combines a blend of sector and market expertise, with an effective executive management team and appropriate oversight by the Non-Executive Directors, as well as an experienced Senior Management.
The Company is satisfied that the Board is sufficiently resourced to effectively discharge its governance obligations on behalf of all its Shareholders and other stakeholders.
The QCA Code recommends that the Board should comprise a balance of executive and non-executive directors, with at least two non-executive directors being independent. The QCA Code suggests that independence is a board judgement, but where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained. Neither of the Non-Executive Directors is or has been an employee of the Company, has a significant business relationship with the Company, or is a significant shareholder in the Company.
As recommended by the QCA Code guidance, the Non-Executive Directors will not participate in the Company’s performance-related remuneration schemes.
Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
The Board meets regularly, and processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties. The Board is also supported by the Audit Committee, Nomination Committee and the Remuneration Committee, details of which are set out below.
The Board has the responsibility for reviewing the structure, size and composition of the Board, give consideration to succession planning and review the leadership needs of the organisation until it is deemed appropriate to implement a nominations committee.
Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Directors will consider the effectiveness of the Board, Audit Committee, Nomination Committee, and Remuneration Committee and the individual performance of each Director. The outcomes of performance will be described in the Company’s annual report and accounts. The Board considers that the corporate governance policies it has currently in place for Board performance reviews are commensurate with the Company’s size and development stage.
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and culture
The Company believes that its remuneration structure for executives and senior managers is appropriate for a company of its size and current development stage. The Company encourages employees’ interests to be aligned with all Shareholders through the awarding of options, which board members and senior management participate in.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with Shareholders and other key stakeholders
Responses to the principles of the QCA Code and the information will be contained in the Company’s annual report and accounts as well as on its website, providing details to all stakeholders on how the Company will be governed. The Board is of the view that the Company’s annual report and accounts as well as its half year report are key communication channels through which progress in meeting the Company’s objectives and updating its strategic targets can be given to Shareholders following Admission. Additionally, the Board will use the AGMs as a mechanism to engage directly with Shareholders, to give information and receive feedback about the Company and its progress.
The Board also benefits from the expertise of Ewan Collinge as Non-Board CTO, who brings deep AI systems architecture expertise as co-founder of Crowdform, the Company's development partner.
The Board meets regularly to review, formulate, and approve the Company's strategy, budgets, corporate actions, and oversee the Company's progress toward its goals of building the leading AI agent marketplace. The Board receives comprehensive board packs, which include platform metrics, financial performance, market analysis, and strategic developments. The Non-Executive Directors communicate directly with Executive Directors between formal Board meetings.
The Company Secretary compiles Board papers, which are circulated to Directors for formal meetings. The Company Secretary prepares minutes of each meeting, and each Director is aware of their right to have any concerns minuted and to seek independent advice at the Company's expense where appropriate. The primary matters reviewed by the Board include:
The Board is supported by the Audit Committee, Remuneration Committee, and Nomination Committee, details of which are set out below. Each Committee has written terms of reference outlining its duties, authority, and reporting responsibilities.
The Audit Committee is chaired by Luke Cairns and includes James Shepherd and Jonathan Bixby. Luke Cairns and James Shepherd are both Independent Non-Executive Directors. The Audit Committee is responsible for monitoring the integrity of the Company's financial statements, reviewing significant financial reporting issues, and monitoring the quality of internal controls and risk management specific to the AI marketplace environment. The Committee meets as required and addresses:
The Committee also makes recommendations to the Board on the appointment and rotation of external auditors and the audit fee.
The Remuneration Committee is chaired by Jonathan Bixby and includes James Shepherd and Luke Cairns. It reviews the performance of the Executive Directors and makes recommendations to the Board regarding their remuneration and terms of service. The Committee meets as required and ensures alignment with legislation and regulations. The Committee considers:
Directors' remuneration is disclosed in the Company's financial statements.
The Nomination Committee assists the Board in determining the composition and make-up of the Board of Directors and board committees. It evaluates the balance of skills, experience, independence and knowledge on the Board, particularly in relation to AI technology, marketplace operations, and regulatory compliance. The Committee leads the process for Board appointments, taking into account the challenges and opportunities facing the Company in the rapidly evolving AI sector. The Nomination Committee comprises of James Shepherd as chairman, Luke Cairns who are both Independent Non-Executive Directors and Jonathan Bixby who is Non-Executive Chairman.
The Chairman assesses the performance of the Board, taking into account each Director's contribution to the Company's strategic objectives. Directors are encouraged to provide feedback on board efficacy, considering skills, experience, and knowledge relevant to the AI marketplace sector. The Board meets regularly throughout the year, with all Directors expected to attend unless prevented by exceptional circumstances.
The Board has ultimate responsibility for the Company's system of internal control, particularly important given the technological and regulatory risks inherent in the AI sector. The principal elements of the Company's internal control system include:
Material contracts and strategic partnerships are assessed by the Executive Directors and approved by the Board, with particular attention to AI development agreements and marketplace partnerships.
The Company has adopted a comprehensive share dealing policy regulating trading and confidentiality of inside information and which complies with Article 19 of UK MAR and Rule 21 of the AIM Rules for Companies. The Share Dealing Code applies to any person discharging management responsibility, including the Directors, senior management and any closely associated persons and applicable employees.
The Board selects individuals based on experience, qualifications, and ability relevant to the AI and technology sectors, without discrimination. While the Company recognizes the importance of diversity, current appointments have been made primarily based on the specific expertise required for the AI marketplace opportunity.
sundae bar is committed to responsible AI development and deployment, promoting:
The Company engages with its diverse stakeholder community, including:
The Company maintains active engagement with shareholders through:
The Company will hold its AGM in accordance with statutory requirements and AIM Rules. Shareholders will receive formal Notice of AGM in due course, with opportunities to engage with the Board on the Company's strategy and performance.
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