Corporate Governance

The Board has clearly articulated its strategy and business model in the Company’s strategy and business operations of the Group. The Board is responsible for the Group’s strategy, and the operation of the Board is documented in a formal schedule of matters reserved for its approval, which is reviewed annually. This includes the Group’s strategic aims and objectives. The Group’s overall strategic objective is to become the UK customers’ number one choice when ordering a celebration cake by increasing the range of cakes and other complementary products and by continuing to open new stores right across the UK. The Board believes that this approach will continue to deliver significant long-term value for shareholders through a strong share performance and a progressive dividend policy. The Board also believes that remaining admitted to trading on AIM is of long-term value to shareholders as it offers a combination of access to capital markets, flexibility to make acquisitions, incentives, and rewards to management through share schemes, and a regulatory environment appropriate to the size of the Company.

The Board monitors and promotes a healthy corporate culture and considers how that culture is consistent with the Company’s objectives, strategy, and business model and with the description of principal risks and uncertainties. The Board reviews the annual employee survey to monitor engagement and satisfaction and to ensure that the values of the Company are fully embedded. Our Franchise Manual is issued to all franchisees and provides specific details of the policies and procedures in place to promote and support ethical behaviour and values. The Company employs Audit Managers who visit each shop to ensure policies, procedures, and standards are being adhered to. The Board has considered and assessed the culture as being inclusive, transparent, and collaborative with appropriate behaviours. The Board is satisfied that the Company has a ‘speak up’ culture and the Directors regularly observe this occurring in practice. The Company has a Code of Conduct and policies and procedures relating to whistleblowing, stating the Company’s commitment to conducting its business with honesty and integrity, its expectation that staff will maintain high standards, and encouraging prompt disclosure of any suspected wrongdoing. The terms of reference of the Audit Committee include reviewing the adequacy and security of the Company’s arrangements for its staff and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and keeping under review the Company’s procedures for handling allegations from whistleblowers.

The Company recognises the importance of engaging with its shareholders in order to communicate the Group/Company’s strategy and progress and to understand the expectations and needs of shareholders. Beyond the Annual General Meeting, the Chief Executive Officer, and Chief Financial Officer regularly hold investor roadshows and meet with investors including institutional shareholders and analysts to actively build the relationship, provide them with updates on the Group’s business and to obtain feedback regarding the market’s expectations for the Group. Shareholders also have access to current information on the Company through its website https://cakeboxinvestors.com, and via its financial PR advisor.

We recognise our responsibility not only to shareholders and staff, but also to a broader group of stakeholders—including franchisees, customers, suppliers, and the communities where we operate. Our focus is on inclusivity, strong leadership, and meaningful engagement, ensuring our actions deliver visible benefits, from promoting diversity to creating value for shareholders.

We act with integrity, aim for measurable results, and prioritise people, whether employees or community members. Non-Executive Directors are available to engage with stakeholders on any matters of concern.

Franchisees are at the heart of our business model, and we prioritise these relationships through consistent communication. This includes weekly video calls, bi-annual in-person meetings, and regional lunches that bring together senior management, directors, and franchisees to discuss key issues, product launches, operations, team building, and strategy. Our ESG Committee advances this agenda by setting a strategy that reinforces our commitment to the communities we serve and seeks to address the impacts of climate change.

As part of our commitment to our stakeholders, we maintain BRCGS certification at our Enfield, Bradford, and Coventry production sites. This demonstrates our adherence to globally recognised standards for product safety, quality, and ethical practices, reinforcing customer trust, supporting supply chain compliance, and enhancing our reputation.

The Board recognises that effective risk management is essential to the delivery of our strategic objectives and the long-term success of the Company. We have established a robust risk management framework that identifies, evaluates, and monitors key risks across the business. The Board is responsible for setting the Company’s risk appetite. It regularly reviews the principal risks, which include operational, financial, compliance, climate-related, and reputational risks or uncertainties that could impact the Company’s business. Oversight is supported by regular reporting from management, enabling proactive mitigating actions. This approach ensures that risk is appropriately managed in alignment with our commitment to creating sustainable shareholder value.

The Audit Committee monitors the relationship with the external auditor and reviews the audit firm’s independence and objectivity to ensure that auditor independence and objectivity are maintained.

The Board includes a balance of Executive and Non-Executive Directors. All the Directors have appropriate skills and experience for the roles they perform at Cake Box, including as members of Board Committees. The Board is responsible to the Company’s shareholders and sets the Company’s strategy for achieving long term success. It is also ultimately responsible for the management, governance, controls, risk management, direction and performance of the Company. The Board meets 10 times per year as well as regular one-to-one meetings between Executive and Non-Executive Directors. The Chair is responsible for ensuring that the Directors receive accurate and timely information and ensures that any feedback or suggestions for improvement on Board papers is fed back to management. Martin Blair, Catherine Nunn, Malar Velaigam and Andrew Boteler are Non-Executive Directors of the Company and Martin Blair is the Non-Executive Chair. The Board considers that Martin, Catherine, Malar and Andrew are independent, in character and in judgement, and have no business relationships which impact on their independence. The Board has delegated specific responsibilities to the Audit, Remuneration, Nomination and ESG committees, each of which meets on average once per quarter. Each committee reports back to the Board and has written terms of reference setting out its duties, authority and reporting responsibilities. The terms of reference are kept under continuous review to ensure they remain appropriate and reflect any changes in legislation, regulation or best practice. Each committee meets at least two times per year and all meetings are documented. The Company is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders. Directors are subject to re-election annually.

The Board currently comprises of three Executive and four Non-Executive Directors with an appropriate balance of retail, financial and public market skills, and experience. The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance.

The Directors are all required to keep themselves abreast of changes in relevant legislation and regulations. External training on appropriate topics is provided. During the period, the Board received collective training on modern slavery. The Board and its Committees have full access to and appropriate support from relevant experts in their respective areas of expertise.

The Chair reviews the contributions of Board members, as well as the Board Committees and conducts annual effectiveness reviews. The Non-Executive Directors will meet without the Chair present and will evaluate his performance. All Non-Executive Directors have a one-to-one meeting with the Chair to give and receive feedback annually.

In previous years, formal Board evaluations have been conducted annually, facilitated internally, with an external facilitator brought in every third year. Due to the recent changeover of Non-Executive Board members, it was considered inappropriate to conduct a Board effectiveness review this year. An internal review is planned for next year.

We will continue to review the Board’s effectiveness and the way it works to continually improve the performance of the Board as a collective.

The Nomination Committee is responsible for succession planning of the executive leadership team and makes recommendations to the Board for the re-appointment of any Non-Executive Directors annually at the Annual General Meeting. Succession planning is reviewed on an ongoing basis alongside the capability of the senior management and Directors.

The governance structure adopted by the Group includes, but is not limited to, the composition and role of the Board; roles and responsibilities of the Board; the roles of the Board Committees and the compliance with our chosen corporate governance code. The terms of reference of our Board Committees are available on our website. The Board believes our governance framework is consistent with our culture and appropriate to our size and requirements. We will continue to evolve our governance framework, as necessary. The Board has formal procedures to deal with Directors’ conflicts of interest. The appointment letters of Non-Executive Directors state that they may have to seek the Board’s agreement before accepting further commitments which either might give rise to a conflict of interest or a conflict with any of their duties to the Company, or which might impact on the time that they are able to devote to their role at the Company. Also, if any Non-Executive Director becomes aware of any potential conflict of interest, the Chair and Company Secretary must be notified as soon as possible.

The remuneration report is subject to an advisory vote by shareholders at the Annual General Meeting each year, and all share schemes are also submitted for shareholder approval. On the admission of the Company’s shares to trading on AIM, the Company entered into a Relationship Agreement with Sukh Chamdal, who holds approximately. 23.34% of the issued share capital of the Company as at 30 March 2025.

The above-mentioned formal schedule of matters reviewed annually by the Board includes matters relating to effective communication with the Company’s shareholders. The Company maintains communication with its institutional shareholders through individual meetings with Executive Directors, particularly following publication of the Group’s interim and full year results. Private shareholders are encouraged to attend the Company’s Annual General Meeting at which the Company’s activities will be considered and questions answered. After the Annual General Meeting or any General Meeting, the Company will disclose all Shareholders’ votes clearly and transparently. If 20% of the independent votes have been cast against a resolution proposed at any general meeting, the Company will include, on a timely basis, an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate, any different action it will take as a result of that vote. The Non-Executive Directors are available to discuss any matter stakeholders might wish to raise, and the Chair and Independent Non-Executive Directors will attend meetings with investors and analysts as required.