Corporate Governance

1) Establish a purpose, strategy and business model which promote long-term value for shareholders

The Group’s strategy is reviewed by the Board on an ongoing basis. The Company’s purpose is to develop and supply a wide range of semiconductor products for use in global communications markets, including wireless & satellite, network infrastructure, industrial IoT, broadcast and aerospace & deference. Our vision is to be the first-choice semiconductor partner to technology innovators, together transforming how the world communicates. This is achieved through:

• Customers’ success by delivering advantages through improved functionality and performance of class-leading IC solutions;
• Continued R&D activity targeting product development to support emerging and evolving customer requirements;
• Revenue growth from new and existing customers;
• Scaling the cost base efficiently, and in a controlled manner, to drive revenue growth and deliver cash generation in line with expectations; and
• Continued investment in growth development across all markets with a clear pipeline of future products and business opportunities to drive organic and inorganic growth towards long-term profitability and cash generation.

2) Promote a corporate culture that is based on ethical values and behaviours

The Board, along with the senior management team, defines and promotes the core vision, values and guiding principles of the Group. The Group has four core values:

• Trust
• Respect
• Commitment
• Creativity

The Board promotes a collaborative and inclusive culture for all employees, operating in an ethical manner and with the desired goal of achieving ‘quality with a sense of urgency’.

The Group’s code of conduct and policies address whistleblowing, social media usage and anti-bribery.

The Board takes responsibility for the promotion of its ethical values and behaviours, along with corporate culture which is set at Board level and discussed at Board meetings as and when required.

3. Seek to understand and meet shareholders’ needs and expectations

The Group Managing Director is the principal spokesperson for engagement with shareholders. The Non-Executive Chairman is present at interim and full-year briefings, presenting Company results and strategy. Both the Group Managing Director and Non-Executive Charman are available to discuss any matters of concern with shareholders and stakeholders. Communication is with all shareholders, including investors, fund managers, the media and other interested parties. Briefings are held with investors and analysts following the announcement of half‑year and full-year results along with other ad-hoc meetings throughout the year.

The Group maintains a website (www.cmlmicroplc.com) which contains up-to-date information for shareholders, including the Annual Report and Accounts, current share price information and a link to all announcements released via RNS. Contact details can be found there.

4. Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success

By understanding the Group’s stakeholders, the Board can discuss the potential impact of decisions ensuring that their needs and concerns are considered.

The Company’s key stakeholder groups are:

• shareholders;
• employees;
• customers; and
• suppliers.

Shareholders: We engage with shareholders through our reports, regular news releases, website, Annual General Meeting, investor presentations and one‑on‑one meetings.

Employees: We have an open, collaborative and inclusive structure and engage regularly with our employees and understand the key importance of maintaining and retaining employee satisfaction.

Customers: We work closely with our customers to develop a deep understanding of their business, giving us the ability to anticipate and respond to their needs and foster long-term relationships.

Suppliers: We engage with our suppliers regularly to ensure our quality and commercial objectives are met. We strive to maintain continuity of supply through varying global economic and market conditions.

Environmental responsibility: We believe that all businesses are responsible for achieving good environmental practice and operating in a sustainable manner. The Group’s aim is to minimise its environmental impact and to implement environmental best practices where appropriate.

Social responsibility: As a Board, our intention is to behave responsibly and to ensure that management operate the business in a responsible manner, operating with high standards of business conduct and good governance that reflects our responsible behaviour, and our shareholders will benefit from the delivery of the long‑term plan.

5. Embed effective risk and management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Board are responsible for the identification, assessment and management of the risks faced by the Group and for maintaining the system of internal controls and its effectiveness. The Company’s overall risk appetite is contingent on several factors, including but not limited to the investment level required, the economic and geopolitical environment, cash resources and return on investment expectations. The Group’s governance structure allows for flexibility and agility in decision-making to achieve its long-term objectives.

The Group’s controls are designed to provide reasonable assurance over the reliability of financial information and the Group’s assets. Overall, the Group uses a combination of controls, legal requirements and insurance to mitigate the risks it faces.

The key controls:

• The Executive Directors and senior management team have a close day to day involvement within operations, management of employees, identifying business risk and monitoring controls;
• A comprehensive process of financial reporting exists based on an annual plan that is approved by the Board; and
• New and emerging risks and implications are reviewed by the executive team and communicated to the Board as appropriate.

The Board has established Audit and Remuneration Committees and, as part of its leadership and control of the Company, the Board has specific items reserved for its consideration which include business strategy, financial performance, acquisitions, divestments and major capital investment.

The Audit Committee is responsible for ensuring the financial performance of the Group is properly measured and reported, and for reviewing reports from auditors relating to the Group accounts and the Group’s internal control systems. The Audit Committee monitors and formally considers auditor independence during the course of the year. The Committee has confirmed that it is satisfied with the independence of Cooper Parry Group Limited and has recommended to the Board that the auditor be re-appointed.

6. Establish and maintain the Board as a well-functioning, balanced team lead by the Chair

The Group is led and controlled by an effective and entrepreneurial Board that comprises two Executive Directors and four Non‑Executive Directors. Biographies for each of the Directors can be found on www.cmlmicroplc.com/management. The Non-Executive Chairman is primarily responsible for the running of the Board and the Group Managing Director is the Chief Operating Decision Maker with responsibility for the day‑to‑day running of the Group and for developing and implementing Group strategy. The Chief Operating Officer oversees and drives the Group’s global operations aligned to its strategy and in support of its growth objectives. In terms of the remaining Non-Executives, Geoff Barnes is considered to be independent and was appointed due to his objectivity, experience and independent judgement. The Board acknowledges that Nathan Zommer may be deemed non-independent due to his past relationship with Microwave Technology Inc. However, based upon his Board contributions to-date and the fact he no longer has management involvement with MwT, the Board considers him to be independent and objective. Jim Lindop has held his position for twelve years and throughout that time has regularly demonstrated his ability to robustly challenge all Board members, where appropriate. The Board considers him independent. The Non-Executive Directors are able to challenge and question during Board meetings to obtain a full and satisfactory response. The Board holds regular meetings and formally meets a minimum of four times a year and is responsible for formulating, reviewing and approving the Group’s strategy, plan and corporate actions.  The Board’s activities are supported by its Nomination, Audit and Remuneration Committees and receive high quality, accurate and timely information on a regular basis.

All the Directors have appropriate skills and experience for the roles they perform at the Company, including as members of Board Committees. All Directors are subject to re‑appointment at the first AGM after their appointment and, thereafter, apart from the Group Managing Director, one‑third of the remaining Directors shall retire by rotation at the AGM.

Shareholders are given the opportunity to vote annually on the (re-)election of individual Directors to the Board.

The Company is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders and will consider the requirement for additional Executive and Non-Executive Directors as the Company fulfils its growth objectives.

Board meetings: The Board meets against a defined reporting timetable and at times in between the scheduled meetings when required. The Board meets formally a minimum of four times per year. During the year ended 31 March 2025, eleven Board meetings were held where all Directors in post participated (2024: ten).

7. Maintain appropriate governance structures and ensure that individually and collectively the Directors have the necessary up-to-date experience, skills and capabilities

The Non-Executive Chairman leads the Board and is responsible for its governance structures, performance, and effectiveness. The Non-Executive Directors are responsible for bringing independence and objectivity to Board decisions. The Executive Directors are responsible for the operation of the business and delivering the strategic goals agreed by the Board.

Although the Board delegates some matters to its Committees (Remuneration and Audit), as part of its leadership and control of the Company, the Board is responsible for the long-term performance of the Group and has specific items reserved for its consideration which include business strategy, financial performance, acquisitions, divestments and major capital expenditure. The Non-Executive Chairman and Executive Directors make themselves freely available and regularly consult with the global workforce.

The evaluation of the Board, collective skills and its performance, along with that of the individual members, is considered on an ongoing basis factoring in the needs of the Company and its stakeholders. New appointments are led by the Group Managing Director and considered by the whole Board acting as the Nominations Committee.

Directors are expected to update their knowledge and skillsets on an ongoing basis. The Company disseminates ad-hoc third-party independent information on a range of topics to assist with that process and each Non-Executive Director has active interests outside of their company role which serves to increase their knowledge base.

The Company’s Corporate Governance Statement, as set out in its 2025 Annual Report and Accounts, explains the structures which are in place at Board and Committee level and how these interact, including the roles individual Directors fulfil on the Board.

The organisational structure is kept under continual review and evolves as the needs of the business change to fulfil its growth objectives.

8. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Board and the Remuneration Committee evaluate the Board’s performance, including, but not limited to, progress and the long-term success of the Group, collective skills and maintaining independence where relevant. Its performance, along with that of the individual members, is considered on an ongoing basis considering the needs of the Company.

An external review was completed in August 2021. No specific failings in effectiveness were identified.

During the prior financial year, the Board was enlarged through the appointment of two new members, one Executive and one Non-Executive, adding complementary skills, knowledge and experience which benefits of the business as a whole. A next externally facilitated review of the Board will be considered following two full financial years of operation under the enlarged Board.

9. Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and culture

The Group’s approach to remuneration is focused on ensuring that the Group’s remuneration policy is aligned with shareholders’ interests and the overall package should be sufficiently attractive to recruit, motivate and retain individuals of a high calibre with significant and relevant expertise. The remuneration policy ensures that key personnel are incentivised and rewarded in a way that is aligned to delivery of the Group’s long-term growth objectives which in turn achieves a Group culture that supports our strategic goals.

The Remuneration Committee reviews the performance of the Executive Directors and senior management of the Group and makes recommendations to the Board on matters relating to their remuneration.

Director’s Remuneration Report can be found within the Annual Report and Accounts.

10. Communicate how the company is governed and is performed by maintaining a dialogue with shareholders and other relevant stakeholders

Meetings with shareholders and other key stakeholders are held regularly throughout the year, some on a formalised basis and some on an ad-hoc basis at one party’s request. These meetings are usually attended by the Non-Executive Chairman and/or the Group Managing Director. Other Executives and senior management personnel periodically engage with stakeholders through site visits.

The Board welcomes all shareholders to attend the Annual General Meeting. Shareholders can question the full Board and, subject to the applicable rules, meet with them afterwards. Notice of the annual general meeting is provided at least 21 days in advance of the meeting being held. Details of all briefings and meetings are communicated to the full Board.

No Audit Committee Report is included within this statement. The Audit Committee is responsible for ensuring the financial performance of the Group is properly measured and reported, and for reviewing reports from auditors relating to the Group accounts and the Group’s internal control systems. The Audit Committee also reviews the independence and the objectivity of the auditor and the supply of non-audit services. Along with the key responsibilities relating to the identification, assessment and reporting risk; judgement or estimation of accounting policies and reporting issues; completeness of disclosures of information presented in the financial statements providing necessary information to the shareholders in assessing the Group’s performance, business model and strategy; reviewing and monitoring the external auditor’s independence and objectivity and making recommendations to the Board in respect of the appointment, reappointment and removal of the Group’s external auditor; and reporting to the Board on how it has discharged its responsibilities.

The results of all Annual General Meeting resolutions are announced promptly after the meeting has taken place. The results of all Annual General Meeting resolutions issued in the last five years are available on the Company’s website at: https://www.cmlmicroplc.com/news/investor-relations/regulatory-news/.

Historical Annual Reports and the unaudited half-year results for the past five years are available at: https://www.cmlmicroplc.com/news/investor-relations/financial-reports/.

This was last updated on 24/06/25.