Governance

E.1 Details of Governing Body

Tintra’s Board is responsible for the overall management of the Group and by extension the Group is the Controlling Entity of the Authorised Firm.

The Governing Body is responsible for the formulation and approval of the business plan, medium-long term objectives and strategy, the approval of budgets, oversight of key changes and risks arising in Tintra’s operations, the sound management of risks in Tintra and implementation of mitigants and controls, which shall include Group strategy, policies and plans.

While it may delegate certain responsibilities, it reserves decision on specific matters including, but not limited to, significant capital expenditures, budget setting, business plan signoff, material business contracts and corporate transactions such as mergers, acquisitions and investment.

Tintra’s Board is presently made up of eight Directors, five of which are Non-Executive deemed to be ‘independent’. The Board meets formally on a regular basis to review performance. The appointment of Directors is considered by the Nominations Committee, Remuneration Committee then Tintra’s Board.

Roger Matthews: Non-Executive Chairman

Roger’s career includes the Bank of Bermuda and Royal Bank of Canada. He established his own trust company, Obelisk International Trust in 1996, sold in 2007, to what is now the Imara Group and founded Oyster Trust in 2011. He specialises in advising high net worth individuals on estate planning and wealth preservation.

Richard Shearer: Chief Executive Officer

Over the last 15 years, Richard has been solving the problems of ultra-high net worth, high-profile families from the emerging world. Through this he has developed deep connections across Africa, the Middle East and Asia through his concerted efforts over this time. His key role has been in structuring solutions for its clients ’ complex cross-border issues, as well as sourcing and creating deal flow in Europe, the US and Australia.

Abdul Sajid: Chief Financial Officer

During his professional career, Abdul has served in senior roles in several companies across various sectors including mutual funds, real estate, construction, financial advice and investment management. Abdul moved 35 to Dubai in 2011 where he has subsequently dealt with a range of complex transactions for very high-profile clients.

Kathy Cox: Kathy Cox: Senior Independent Non-Executive Director *

Kathy has a 40-year career within the UK financial sector with time at the Financial Times Information division, Marketing Director at ratings agency Fitch Ratings, Acquisitions Director at Cabot Financial, Group Commercial Director at Capquest Group, and Arrow Global plc. Kathy has undertaken a number of consultancy assignments and current Chair of the Kent Savers Credit Union

* Kathy is approved by the FCA and/or PRA to perform specific roles under the Senior Managers & Certification Regime in the UK

Dr. Vanessa Neumann (PHD) : Independent Non-Executive Director

Dr Neumann founded and leads the Latin American business consultancy, Asymmetrica Inc. She has worked closely with both the US and UK governments, and various international organisations, including the UN and the OECD. She holds a doctorate from Columbia University and a fellowship at the Global Justice Program at Yale University.

Dr. Andrew Bowen (PHD) : Independent Non-Executive Director

Dr Bowen is the Managing Director of his own advisory firm, a Senior Counsellor to Palantir Technologies and an investment advisor to several prominent family offices in the US, Europe, and the Middle East. In addition, he is a member of the investment team of MD1, a venture capital fund focused on national security innovation. Andrew has held research fellowships at the American Enterprise Institute, the Wilson Center, the Center for National Interest, and the James A. Baker III Institute for Public Policy at Rice University.

Dr Joe Lyske (PhD): Chief Science Officer

Dr Lyske holds a PhD in Artificial Intelligence from Queen Mary, University of London, He hasinvented and patented several creative AI core technologies

Corporate Governance Statement

Tintra plc is committed to deployment of a strong level of corporate governance. Details of the full corporate governance code to which Tintra plc subscribes can be found here.

The Chairman’s responsibilities include leading Tintra’s Board in an effective manner, overseeing Tintra’s corporate governance model, and ensuring that adequate and accurate information flows freely between senior management executives and Non-Executive Directors in a timely manner.

Tintra’s Board has adopted the Quoted Companies Alliance (“QCA”) Corporate Governance Code in line with the London Stock Exchange’s AIM rules, requiring all AIM-listed companies to adopt and comply or explain non-compliance of any recognised corporate governance code. This report follows the structure of those guidelines and explains how we applied the guidance. Tintra’s Board considers that Tintra complies with the QCA Code in all respects and will provide annual updates of our compliance with QCA Code. Details of our compliance statement can be found on Tintra’s website at

https://tintra.com/regulatory-news/aim-26-rule/⁠

⁠

<<The following table is provided to describe how Tintra applies the ten principles of the QCA Code>>

Board Effectiveness

The Groups Board of Directors includes Directors who are considered by the Directors to be independent for the purposes of the QCA corporate governance code.

Tintra has an Audit Committee, a Remuneration Committee, a Risk & Compliance Committee, a Nominations Committee, and an Operations Committee, each with formally delegated duties and responsibilities as delegated below. Each committee has terms of reference and includes a chairman and at least one additional director.

The Authorised Firm will ultimately report to the Group Board, but the Authorised Firm will have its own board with experienced people in each role and in many cases with Controlled Activity experience.

Reporting lines and allocation of responsibilities

Committee responsibilities and structures

Audit Committee

The Audit Committee is responsible for monitoring the integrity of reviews and reports it receives from management and Tintra’s auditors, relating to the annual and interim accounts, and the accounting and internal control systems in use throughout Tintra. Chaired by Roger Matthews, the Audit Committee has unrestricted access to Tintra’s external auditors. The Audit Committee oversees the relationship with Tintra’s external auditors, including advising on their appointment, agreeing the scope of audit and reviewing the audit findings.]

The committee is required to meet not fewer than two times per year. During the meetings, the Audit committee also review the external auditor’s management letter and management’s responses.

Remuneration Committee

The Remuneration Committee’s role is to propose terms and conditions of appointment of non-executive directors (including remuneration) which are then set by Tintra’s Board. The Remuneration Committee also advises on staff and senior management’s remuneration and administers Tintra’s share option schemes.

Chaired by Roger Matthews, it also reviews the scale and structure of the Executive Directors’ remuneration and the terms of their contracts.

The committee is required to meet not fewer than two times each year, and at such other times as required.

Nominations Committee

The Nominations Committee’s role is to consider appointments to Tintra’s Board.

It is chaired by Kathy Cox.

Risk & Compliance Committee

The Risk & Compliance Committee works closely with Tintra’s Board to ensure that Tintra’s Nominated Adviser is provided with any information it reasonably requests or requires in order that it may carry out its responsibilities under the AIM Rules. Chaired by Kathy Cox, it has the primary responsibilities of ensuring compliance with the AIM Rules for Companies concerning the disclosure of information and managing enterprise-wide risks of Tintra Plc.

Operations Committee

The Operations Committee provides review, guidance and oversight for the operational areas of the business whilst providing strategic insight to operational processes and issues. It is chaired by Richard Shearer. This committee meets monthly to review the progress, updates and other issues arising during the month, and to provide feedback and suggestions to senior management, and in turn updates Tintra’s Board monthly.

Want to print your doc?
This is not the way.

Try clicking the ⋯ next to your doc name or using a keyboard shortcut (

CtrlP

) instead.