Corporate Governance
This information was last reviewed on 15 October 2025
Since admission to trading on AIM in 2006, the Company has maintained strong corporate governance standards. At its Board meeting on 2 July 2025, the Board resolved to adopt the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), which is now considered by the Board to be a more appropriate framework for governance at the Company’s current stage of development.
The QCA Code sets out ten principles focused on delivering long-term shareholder value while maintaining effective oversight and accountability. These principles cover board leadership and effectiveness, stakeholder engagement, risk management, remuneration, and transparent communication. The provisions of the QCA Code, which apply to Quadrise PLC, are set out below.
Chair’s Corporate Governance Statement
As Chair of Quadrise plc, I am pleased to confirm that the Board has adopted the QCA Corporate Governance Code as the framework for our corporate governance. This decision reflects our commitment to maintaining high standards of governance while ensuring our structures remain proportionate to our size, strategy, and shareholder base.
Chair’s Role and Responsibility for Governance
Since our original AIM quotation in April 2006, Quadrise has consistently applied strong corporate governance principles. As Non-Executive Chair, I lead the Board in ensuring its effectiveness and integrity. I am responsible for setting the tone at the top, facilitating open and constructive debate, and ensuring that governance structures support strategic decision-making and oversight. Together with my fellow Board members, I promote and apply high standards of governance throughout the organisation.
Alignment of Governance with Business Purpose
Quadrise’s purpose is to exploit our proprietary emulsion fuel technology to deliver innovative, low-emission fuels that support the decarbonisation of shipping and heavy industry. Our governance arrangements are designed to reinforce this purpose by embedding Environmental, Social and Governance (ESG) considerations into strategic decisions, maintaining transparency with stakeholders, and ensuring that our Board and committees are equipped to oversee progress against our mission.
Application of the QCA Code
On 2 July 2025, the Board resolved to adopt the QCA Code for the 2025-26 financial year and onwards, We believe that the QCA Code is an appropriate standard for governance compliance at our current stage of development. We apply the ten principles of the QCA Code in a manner that supports our medium to long-term value creation. This includes:
- Annual strategy reviews focused on commercialising MSAR® and bioMSAR™ technologies.
- Structured risk assessments and mitigation planning.
- Transparent shareholder engagement through AGMs, investor presentations, and RNS announcements.
Differences from QCA Code Expectations
Where our practices differ from QCA recommendations, we provide clear and reasoned explanations. For example, while we do not formally assess corporate culture due to our small team size, cultural alignment is maintained through weekly team meetings, annual performance reviews, and ethics training. Any deviation from expected behaviours is quickly visible and addressed.
Key Governance-Related Matters During the Year
During 2025, the Board has:
- Adopted the QCA Code, replacing the UK Corporate Governance Code.
- Conducted a governance gap analysis to align practices with QCA principles.
- Strengthened the Board and Company management with new appointments, including Peter Borup as CEO, Tony Foster as a non-executive Director and Linda Sorensen as Head of Marine.
Outcomes of Governance Developments
The adoption of the QCA Code has led to simplified reporting requirements aligned with AIM best practice. The Company also applies (but does not report) on any UK Combined Code practices that are more robust then the QCA Code equivalent.
Effective Operation of the Board and Committees
The Board comprises a balanced mix of executive and non-executive directors, including three independent NEDs. Committees operate under written terms of reference, and the Company Secretary ensures proper administration. Board meetings are fully attended and supported by timely information packs. Governance structures are reviewed regularly to ensure they remain fit for purpose.
The executive team frequently consults the Chairs of the audit, compensation, and funding committees on planning, finance, legal, and HR matters. All policies are reviewed and signed off by a nominated director with relevant expertise.
Evolution of Governance Arrangements
Our governance practices have evolved in response to:
- Growth in the company’s operational footprint.
- Regulatory developments in ESG and AIM disclosure requirements.
- Shareholder expectations for transparency and accountability.
In May and June each year, the Board undertakes a structured risk assessment, which informs our annual Business Plan and financial modelling. This process is regularly refined to meet best practice.
I trust these few examples illustrate that the Company has a proactive and transparent approach to oversight on behalf of all shareholders and those high standards of corporate governance are inherent in our culture.
Andy Morrison
Chair
1 October 2025
Application of the QCA Code
Quadrise plc has adopted the 2023 QCA Corporate Governance Code (the “QCA Code”) as the governance framework that best aligns with the Company’s size, strategy, operational profile and shareholder base. As an AIM-listed company, we are committed to maintaining high standards of corporate governance while ensuring our structures and disclosures remain proportionate and fit for purpose. We provide below our response to each of the ten principles of the QCA Code.
Principles of the QCA Code
Establish a purpose, strategy and business model which promote long-term value for shareholders
Quadrise is focused on the commercialisation of its proprietary emulsions fuels technology through the development and promotion of MSAR® fuels and bioMSAR™ biofuels, which support the decarbonisation of shipping and industrial sectors. Our strategy is based on establishing ‘points of presence’ through licensing and/or tolling arrangement in key regions, thereby enabling access to production and consumption hubs. The company aims to build a pipeline of long-term licensing and tolling income streams to provide capital growth and dividends for shareholders. The strategy is reviewed at least annually by the Board and forms the foundation of our business planning and investor engagement.
Promote a corporate culture that is based on ethical values and behaviours
The Company maintains a comprehensive code of conduct and ethics that governs the behaviour of all our employees, directors, and partners. The Company promotes a culture of openness, responsibility and professionalism. Cultural alignment is reinforced by the board and executive team through leadership example, consistent communication and appropriate policies. Formal procedures include a whistleblowing policy and ethics training. The small size of the team allows early visibility of issues and rapid resolution.
Seek to understand and meet shareholders needs and expectations
The Company engages with shareholders through multiple channels, including in-person and online AGMs and Investor Meet Company presentations which incorporate Q&A sessions. Feedback from shareholders is shared with the board and used to inform our strategy, governance and remuneration policies. We view transparency and responsiveness as core to maintaining shareholder trust.
The Company’s website contains information on the Group’s business, corporate information, and specific disclosures required under the AIM Rules for companies. Additionally, through investor conference calls, media interviews, presentations and regular updates to the Company website, the executive team has endeavoured to keep shareholders fully informed (within the usual disclosure constraints) on the Company’s strategic development plans.
Shareholders may contact the Company via email at [email protected]
Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
Quadrise recognises the importance of considering the interests of employees, partners, customers, regulators and other stakeholders. Our ESG commitments are reflected in our Sustainability Report, and our products have direct environmental benefits aligned with long-term global decarbonisation goals. The Board considers stakeholder impact in strategic decisions and monitors stakeholder engagement regularly.
Identifying Key Resources and Relationships
The Quadrise approach is built on exploiting its proprietary emulsion fuel technologies (MSAR® and bioMSAR™). The Company benefits from a highly experienced Board and management team, and has a network of strategic partners, suppliers, and customers in the marine, power generation, and industrial sectors. The company regularly reviews its human and financial resources to ensure it can deliver on its strategic objectives, with recent investments in marine sector expertise and leadership appointments strengthening its capacity for commercialisation. Key relationships include long-standing partnerships with major shipping companies (such as MSC), technology collaborators (such as Auramarine, Vertoro and Aquafuel), and supply chain partners (such as Cargill and Nouryon).
Responsibility for Stakeholder Engagement
Stakeholder engagement is overseen by the Board, with the Chair and Chief Executive Officer playing central roles. The executive team, led by the CEO and supported by the Chief Technology Officer and Chief Commercial Officer, is responsible for day-to-day engagement with partners, suppliers, and customers. The Board’s non-executive directors also play an active role in engaging with shareholders and providing oversight of stakeholder relations. The Company Secretary supports the Board and committees in ensuring effective communication and governance.
Obtaining and Acting on Stakeholder Feedback
Quadrise employs a range of mechanisms to obtain feedback from its stakeholders:
- Shareholders: The company holds hybrid Annual General Meetings (AGMs), investor conference calls, and presentations, with open Q&A sessions and regular updates via the Investor Meet Company (IMC) platform. All substantive announcements are made via RNS, and supplementary information is shared through interviews, social media, and the company website. Feedback from IMC and other channels is reviewed by the Board and informs ongoing communication practices.
- Employees: As a small, cohesive team, Quadrise maintains open channels for employee feedback, including weekly team meetings, annual performance reviews, and a Whistleblowing Policy. The Compensation Committee investigates concerns as needed, ensuring that workforce views are considered in Board discussions.
- Partners and Customers: The executive team maintains close relationships with key partners and customers, ensuring timely payment to suppliers and open communication about project progress. Feedback from partners is incorporated into project planning and risk assessments.
Outcomes and Actions from Stakeholder Feedback
Stakeholder feedback has led to several significant actions and improvements:
- The company broadened its communication channels to shareholders, enhancing transparency and responsiveness.
- New appointments in the leadership team made in response to strategic needs and stakeholder expectations.
- The Board regularly reviews and refines its risk assessment and business planning processes, incorporating input from partners, shareholders, and employees.
- The company’s supply chain development and project pipeline have been strengthened through active engagement with supply partners and customers.
Quadrise remains committed to maintaining high standards of governance and stakeholder engagement, ensuring that feedback is actively considered and drives continuous improvement in its operations and strategic direction.
Embed effective risk management, internal controls and assurance activities considering both opportunities and threats, throughout the organisation
The Board carries out an annual structured risk assessment covering principal and emerging risks across all areas of the business. This includes development of a risk dashboard and a formal mitigation strategy, which is embedded in the annual Business Plan. Regular risk and project meetings involving non-executive and executive directors ensure regular oversight.
Establish and maintain the board as a well-functioning, balanced team led by the Chair
The Board is currently comprised of the Non-Executive Chair, CEO, CTO and four Non-Executive Directors. Two of the NEDs are considered independent. Biographies of the Directors are included within the Annual Report and on the Company’s website. There is a formal, rigorous and transparent procedure to board appointments with the use of external recruitment advisers as may be necessary. Board and Committee meetings are well-attended and supported by high-quality, timely information packs. The Company Secretary ensures proper administration and governance support.
Maintain appropriate governance structures and ensure that, individually and collectively, directors have the necessary up-to-date experience, skills and capabilities
Governance structures are regularly reviewed to ensure they remain aligned with the Company’s scale and complexity. The Board is supported by the Audit, Nomination and Compensation Committees, each with delegated duties and responsibilities under their written terms of reference. The role of the Board and the Committees and how they operate is explained in detail in the Annual Report. The Chair and CEO have clearly separate responsibilities. As the business grows, governance processes will evolve accordingly.
The Board’s composition reflects a strong mix of technical, commercial, legal and financial skills relevant to our sector and stage of growth. Directors have deep expertise in energy, governance and financial leadership. Ongoing development is encouraged and supported via access to advisors, briefings, and external benchmarking. Board composition is reviewed regularly, and tenure is balanced with the need for continuity and sector knowledge.
Roles and Responsibilities of Directors
- Chair (Andy Morrison): The Chair leads the Board, ensuring its effectiveness and integrity, setting the tone for governance, and facilitating open and constructive debate. The Chair is responsible for promoting high standards of corporate governance, overseeing Board and committee performance, and ensuring that governance arrangements evolve in line with the company’s growth. During the year, the Chair temporarily assumed the role of Executive Chair during the CEO transition, reverting to Non-Executive Chair on 1 October 2025.
- Chief Executive Officer (CEO): The CEO is responsible for day-to-day management, strategic execution, and stakeholder engagement. In 2025, Jason Miles transitioned to Chief Technology Officer (CTO) to focus on technology development and project deployment, while Peter Borup was appointed CEO, bringing extensive shipping industry and decarbonisation expertise.
- Other Directors: Non-executive directors (NEDs) provide independent oversight, challenge, and guidance. Each NED brings significant sector experience and contributes to committee work. The Board includes directors with specific remits:
- Laurie Mutch: Chair of Audit and Funding Committees
- Vicky Boiten-Lee: Chair of Compensation and Nominations Committees
- Tony Foster: Shipping sector expertise, appointed February 2025.
Stakeholder Engagement:
The Chair and CEO lead engagement with shareholders, partners, and other stakeholders. The executive team and NEDs maintain open channels with shareholders, employees, and partners, ensuring feedback is considered in Board discussions and strategic decisions.
Committee Roles and Terms of Reference
Audit Committee: Chaired by Laurie Mutch, the Audit Committee oversees financial reporting, risk management, and internal controls. It meets at least four times a year, reviews the integrity of financial statements, and monitors the independence and effectiveness of the external audit process. The committee assists management in the annual risk assessment and reports to the Board on significant issues.
Compensation Committee: Chaired by Vicky Boiten-Lee, the Compensation Committee determines and reviews remuneration arrangements for key management, ensuring alignment with company performance and long-term strategy. It meets at least twice a year, conducts annual performance appraisals, and reviews remuneration policy for effectiveness and proportionality.
Nominations Committee: Chaired by Vicky Boiten-Lee, the Nominations Committee oversees Board appointments and succession planning, using external advisers as needed. The committee promotes diversity and ensures a formal, transparent process for director appointments.
Committee Evolution: The Board has strengthened its committees by appointing directors with relevant expertise and increasing the frequency of meetings. Terms of reference for each committee are reviewed annually to ensure alignment with best practice and company needs.
Governance Framework Evolution and Plans for Growth
Recent Actions:
- Adoption of the QCA Code, replacing the UK Corporate Governance Code, to better align with Quadrise’s size and stage of development.
- Appointment of new directors and creation of new executive roles (Head of Marine, Chief Commercial Officer, CEO) to support strategic growth.
- Enhancement of risk management processes, including annual structured risk assessments and monthly joint NED/executive meetings.
- Implementation of a digital Policies and Procedures Directory, reviewed and signed off by directors with subject matter expertise.
Planned Evolution:
- Continued review and refinement of governance arrangements in response to company growth, regulatory developments, and stakeholder expectations.
- Annual review of website disclosures and governance practices, with updates published to reflect changes and improvements.
- Ongoing development of Board and committee structures to ensure effective oversight and support for the company’s strategic objectives
Quadrise remains committed to evolving its governance framework to support sustainable growth, effective oversight, and high standards of transparency and accountability.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
An annual board evaluation process includes confidential assessments of individual director contributions, a review of overall board and committee effectiveness, and identification of areas for improvement. This involves the completion of a confidential director evaluation matrix with 10 contribution attributes, and a detailed questionnaire on board and committee performance together with an opportunity to propose performance improvements to directors, the Board and committees. These are returned to the Company Secretary and a consolidated review is provided to the Chair for review by the Board. The output is reviewed by the Chair and discussed by the full board. Performance reviews also extend to the executive team and committee leadership.
The Chair oversees an annual evaluation of all employees with targets set for the following year. The Compensation Committee undertakes an evaluation of the Company’s performance and that of the Chair and CTO. Members of the Board and senior staff undertook an externally facilitated PACE exercise during the financial year, and the results provided valuable insights of the Company’s strengths and weaknesses and opportunities for improvement.
The membership of the Board was strengthened during the year with the appointments of Tony Foster as a Non-Executive director in February 2025, and Peter Borup as the new Chief Executive Officer effective 1 October 2025. In view of its small size the Board does not have a formal succession plan, though this will be put in place as the Company progresses its development plans.
Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The Compensation Committee meets at least twice a year and conducts performance appraisals of the Company against previously determined corporate performance targets adopted by the Board. External guidance is sought as necessary in setting the terms of senior executive compensation including the award of bonuses and / or options. In determining Executive Director compensation, the Compensation Committee places considerable importance on proportionality, clearly linking remuneration to the delivery of long-term objectives and corporate strategy. In designing remuneration policy, the committee has endeavoured to incorporate the principles of clarity, simplicity, and predictability. As an external measure, the Committee refers to remuneration surveys of AIM companies of similar size and complexity, when these are readily available. Shareholder views on compensation have been expressed at the AGM and in other meetings, and the Compensation Committee takes these and the Company’s performance into account in its deliberations.
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
We disclose our governance arrangements in the annual report, on the Company’s website, and via investor communications. This QCA Code statement is reviewed and updated annually. Where our practices differ from QCA recommendations, we provide clear explanations. Governance is also addressed at AGMs and investor webcasts. The Company has adopted the Investor Meet Company platform to increase shareholder participation and allow shareholders to raise questions to members of the Board. All questions, no matter how challenging, are answered either during the event or posted on the IMC website afterwards. Alongside IMC, we continue to use Proactive Investors and Directors Talk for interviews around key areas and regularly update our social media feeds (Twitter and LinkedIn) to provide background and supporting information to shareholders.
The Annual Report includes reports from the Chairs of the Compensation Committee and Audit Committee to provide shareholders and stakeholders with insight into the work of those committees and explain how they have discharged their governance responsibilities; support board decision making and offer additional oversight. ESG and sustainability matters are detailed in our Sustainability Report which is published annually.
Company documents such as historic annual reports, investor presentations and AGM notices are available here: https://www.quadrise.com/investor-relations/reports-presentations/ The Company’s Articles of Association, updated in 2022, can be found here: https://www.quadrise.com/investor-relations/documents-circulars/