Corporate Governance

Framework
From 28 Sep 2018, AIM companies must state the governance code applied and how they comply. Trafalga applies the QCA Corporate Governance Code (April 2018). Disclosures are provided on the website and reviewed periodically.

Approach
The Board considers the Company’s strategy and business model demonstrate commitment to the QCA principles of growth and longterm value for shareholders. Given historic size/shareholder profile, some principles were addressed informally; as the Company scales, procedures and disclosures will be formalised.

Chair’s Corporate Governance Statement — responsibilities include:
• Chair Board & general meetings; set strategyfocused agendas and ensure adequate discussion time.
• Set expectations on culture/values/behaviours; ensure the Board determines risk appetite in implementing strategy.
• Ensure effective decisionmaking and appropriate challenge; structure Board committees with suitable ToR.
• Encourage contribution of NEDs; develop productive relationships with executive directors incl. the CEO.
• Ensure accurate, timely, clear Board information; ensure effective communication with shareholders/stakeholders.
• Promote highest standards of integrity, probity, and governance; oversee induction, training, and annual evaluations.

QCA Principles (legacy disclosures kept for continuity)

  1. Strategy & Business Model — Historically included residential & assistedliving; current strategy is national, partnershipled asset repurposing.

  2. Shareholder Engagement — RNS updates; directors available at general meetings; formal engagement to be enhanced as the Company scales.

  3. Stakeholders — Staff, agents, banks, contractors, planning consultants, purchasers; commitment to good working conditions and quality outcomes.

  4. Risk Management — Upfront profitability assessment; fixedprice outsourced construction; diversified funding.

  5. Board Composition & Meetings — Historical attendance/ independence references retained for archive; current Board set out under Management.

  6. Skills & Capabilities — Combination of property acquisition/ development/ sales expertise and accounting/ governance/ City practice.

  7. Board Evaluation — Historically informal due to size; formal processes to be adopted as the Company grows.

  8. Culture & Ethics — Integrity, prudent capital deployment, transparent reporting.

  9. Structures & Processes — Board responsible for strategy, budgets, and corporate actions; committees (Audit/ Remuneration) with defined ToR.

  10. Communication — Dialogue with investors; AGM as principal retail forum; results & RNS published on website; adherence to AIM, MAR, and disclosure obligations.

Historic Governance Notes (archive, FY20)
• No key governance changes occurred in the year ended 31 Mar 2020.
• Historic Chair reference: James Dubois. (See RNS for subsequent changes.)