Shareholder Information

Advisers and Registrars

Joint Corporate Broker: J.P. Morgan Cazenove Telephone: +44 (0)20 7134 4000	Joint Corporate Broker: Barclays Bank PLC Nicola Tennent Stuart Jempson Telephone: +44 (0)20 3134 9801
Joint Corporate Broker: Canaccord Genuity Limited Bobbie Hilliam Alex Aylen - Sales Telephone: +44 (0)20 7523 8000	Public Relations Advisers: Tavistock Communications Limited 18 St Swithin's Lane London EC4N 8AD Telephone: +44 (0) 20 7920 3150 Email: [email protected] [email protected]
Solicitors to the Company: Travers Smith LLP 10 Snow Hill London, EC1A 2FE Telephone: +44 (0)20 7295 3000	Auditors: KPMG LLP 15 Canada Square London E14 5GL Telephone: +44 (0)20 7311 1000
Solicitors to the Company: Milbank, Tweed, Hadley & McCloy LLP 10 Gresham Street London, EC2V 7JD Telephone: +44(0)20 7615 3000	Company Secretary: Gen II Services (UK) Limited 47 Esplanade St Helier Jersey JE1 0BD Telephone: 01534 835 600

 

2023 Annual Report and Accounts

Click here to download the 2023 Annual Report and Accounts for the year ended 31 December 2023.

Click here to download the notice of meeting for the Annual General Meeting being held on 28 June 2024 at 10 a.m.

Corporate Governance

The Directors recognise the importance of sound corporate governance commensurate with the size of the Group and the interests of Shareholders. Following the original admission of the Zegona Shares to the Standard Listing on the Official List and to trading on the Main Market, save as set out below, the Board has voluntarily (as the Company has a Standard Listing) complied with the UK Corporate Governance Code (the “Code”) applicable to non-FTSE 350 companies, so far as practicable. The Code sets out a number of principles in relation to board leadership, effectiveness, accountability, remuneration and relations with shareholders. The Board has established two committees: an audit and risk committee and a nomination and remuneration committee. If the need should arise, the Board may set up additional committees as appropriate.

Provisions 2, 5 and 6 of the Code provide guidance for the implementation of procedures meant to ensure the Company engages with and monitors its workforce. Given the small team of employees in the Group, the Board believes the implementation of any formal steps or procedures to engage with the workforce are not required.

Provision 9 of the Code recommends that the roles of Chairman and the Chief Executive Officer should not be occupied by the same person and that the Chairman should be independent on appointment; the Company does not comply with this requirement. The Board believes that Eamonn O’Hare’s skills, knowledge and leadership enable him to effectively perform both roles and that, at this time, distinguishing between these roles would be of no additional benefit to the Group. There have been no concerns raised through the board effectiveness reviews in this regard and separation of the roles was determined to be a low priority in a corporate governance review performed by an external party. However, the Board remains cognisant of this area of non-compliance and considers the continued appropriateness of these two roles remaining combined on a regular basis giving due regard to shareholder concerns and the time commitment required for each role as the business evolves. In particular, the Board considers that, notwithstanding his role as CEO, Eamonn is capable of promoting a culture of openness and debate by facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations between the Executive and Non-Executive members of the Board. The Board believes that it remains effective with sufficient challenge being provided both at formal Board meetings and through informal interactions with members of the Board. In addition, the Company maintains a schedule of matters reserved for the Board which prevents Eamonn from authorising certain corporate actions without a formal resolution of the Board.

Provision 12 of the Code provides that one Non-Executive Director should be appointed as a Senior Independent Director ("SID") to provide a sounding board for the chair and serve as an intermediary for the other directors and shareholders. The Company does not currently have a SID, though extensive consideration has been given to such an appointment, including as part of an independent corporate governance review and the formation of the Company's Board Charter.

Provision 14 of the Code recommends that the responsibilities of the chair, chief executive, senior independent director, board and committees be set out in writing, agreed by the Board and made publicly available. The Company has clear terms of reference for each of its committees and a set of matters reserved for the Board. As the Company has no SID and a combined CEO and Chairman (as described above), the Company has not felt the need to delineate these roles in further detail. The Board will keep this decision under review, particularly following the appointment of a SID.

The nomination and remuneration committee is comprised solely of Non-Executive Directors, however Provision 32 of the Code recommends remuneration committees to be comprised of independent Non-Executive Directors.

Audit and Risk committee

The audit and risk committee’s role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group’s annual financial statements, considering the scope of the annual audit and the extent of the non audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group. The audit and risk committee will normally meet not less than three times a year.

The audit and risk committee is chaired by Ashley Martin and its other member is Richard Williams

Click here to download the Terms of Reference for the Audit and Risk Committee

Nomination and Remuneration committee

The nomination and remuneration committee assists the Board in determining the composition and make up of the Board and recommends what policy the Company should adopt on executive remuneration, determines the levels of remuneration for each of the Directors and recommends and monitors the remuneration of members of Senior Management. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors, as the need may arise and for producing an annual remuneration report to be approved by the members of the Company at the annual general meeting. The nomination and remuneration committee also determines succession plans for the Chairman and Chief Executive. The nomination and remuneration committee will meet when appropriate and not less than twice a year.

The nomination and remuneration committee is chaired by Suzi Williams and its other members are Ashley Martin and Richard Williams.

Click here to download the Terms of Reference for the Nomination and Remuneration Committee

Share dealing

The Company has systems in place to ensure compliance by the Board and persons discharging managerial responsibility with the Market Abuse Regulations. Those include restrictions on dealings in the securities of the Company.

Country of Incorporation

Zegona Communications plc is incorporated in England and Wales with Registered Number 09395163.

Company Documents

Tender Offer Document (August 2021)

Shareholder Circular (July 2021)

Form of Proxy (July 2021)

Form of Proxy (June 2021)

Shareholder Circular (June 2021)

Matters reserved for the Board (June 2020)

Board Charter (February 2019)

Shareholder Circular (January 2019)

Prospectus (January 2019)

Form of Proxy (January 2019)

Tender Offer Document (August 2017)

Prospectus (September 2015)

Articles of Association (September 2017)

Admission Document (July 2015)

Significant Shareholders

As at 31 October 2024, reflecting any TR-1 notifications received subsequently to date, the Company was aware of the following shareholders holding more than 2 percent of the total voting rights of the Company:

	Ordinary Shares Held	Percentage of Issued Share Capital
EJLSHM Funding Limited	523,240,603	68.92
Directors and Related Holdings	52,155,363	6.87
Thornburg Investment Management	34,524,901	4.55
Fidelity Investments	25,002,847	3.29
Alken Asset Management	24,913,835	3.28

Number of Ordinary Shares in Issue

The company has 759,209,905 ordinary shares of £0.01 each in issue. No shares are held as treasury shares. The company securities are only traded on the London Stock Exchange Main Market for listed securities.

UK City Code

Zegona Communications plc is subject to the UK City Code on Takeovers and Mergers.