Corporate Governance

The Telldar Holdings Company and its affiliated entities (collectively, "Telldar," "we," "us," or "our") are committed to maintaining the highest standards of corporate governance. We believe that sound governance practices are fundamental to the long-term success of our organization, the protection of stakeholder interests, and the maintenance of trust and confidence in our business.

Our governance framework is designed to ensure effective oversight, clear accountability, transparent decision-making, and responsible management of our business. While Telldar is a privately held organization and not subject to the governance requirements applicable to publicly listed companies, we voluntarily adopt governance practices that we believe are appropriate for an organization of our size, complexity, and risk profile.

This document provides an overview of our corporate governance framework, including the roles and responsibilities of the Board of Directors and its committees, our management structure, our approach to risk management and internal controls, and our commitment to ethical conduct.

2.1 Governance Principles

Our corporate governance framework is guided by the following principles:

2.2 Governance Standards

Although not required to do so, we have regard to recognised governance standards and best practices in developing our governance framework. We reference the UK Corporate Governance Code, the Wates Corporate Governance Principles for Large Private Companies, and other relevant governance guidance in establishing our governance arrangements.

We regularly review our governance practices to ensure they remain appropriate for our business and aligned with evolving expectations and best practices.

3.1 Role and Responsibilities

The Board of Directors is responsible for the overall direction, oversight, and governance of the Telldar group. The Board sets the strategic direction of the organization, monitors performance against strategic objectives, and ensures that appropriate governance structures, risk management systems, and internal controls are in place.

The key responsibilities of the Board include:

3.2 Board Composition

The Board is composed of directors with diverse skills, experience, and perspectives appropriate for overseeing our business. The Board includes executive directors who are involved in the day-to-day management of the business, as well as non-executive directors who bring independent judgment and oversight to Board deliberations.

We seek to maintain an appropriate balance of skills and experience on the Board, including expertise in areas such as:

3.3 Board Meetings

The Board meets regularly throughout the year to review business performance, discuss strategic matters, and address governance issues. The frequency of meetings is determined by the Board and is sufficient to enable the Board to discharge its responsibilities effectively.

Board meetings follow a structured agenda, and directors receive relevant papers and information in advance to enable informed discussion and decision-making. Minutes of Board meetings are maintained to record discussions and decisions.

3.4 Chairman and Chief Executive

We maintain a clear division of responsibilities between the Chairman of the Board and the Chief Executive Officer. The Chairman is responsible for leading the Board, setting its agenda, and ensuring that directors receive accurate, timely, and clear information. The Chief Executive Officer is responsible for the day-to-day management of the business and for implementing the strategy approved by the Board.

4.1 Committee Structure

The Board has delegated certain responsibilities to committees, which provide focused oversight and make recommendations to the Board in their respective areas. Each committee has written terms of reference that define its scope, responsibilities, and authority.

Our principal Board committees include:

Additional committees may be established as needed to address specific matters or projects.

4.2 Audit Committee

The Audit Committee is responsible for overseeing financial reporting, internal controls, and the relationship with external auditors. The committee's responsibilities include:

4.3 Risk Committee

The Risk Committee provides oversight of risk management activities across the group. The committee's responsibilities include:

4.4 Remuneration Committee

The Remuneration Committee is responsible for overseeing remuneration policy and practices for senior executives. The committee's responsibilities include:

4.5 Nomination Committee

The Nomination Committee is responsible for matters relating to Board composition and succession planning. The committee's responsibilities include:

5.1 Executive Committee

Day-to-day management of the group is delegated to the Executive Committee, which is led by the Chief Executive Officer. The Executive Committee is responsible for implementing the strategy set by the Board, managing the group's operations, and ensuring compliance with applicable laws, regulations, and internal policies.

The Executive Committee meets regularly to review operational performance, discuss strategic initiatives, and address management matters. The committee reports to the Board on business performance and material developments.

5.2 Delegation of Authority

Our management structure is supported by a clear delegation of authority framework that defines decision-making responsibilities and approval thresholds at different levels of the organization. The framework ensures clear accountability while enabling efficient decision-making.

Certain matters are reserved for Board approval, including significant transactions, major strategic decisions, and matters specified in the Board's schedule of reserved matters.

5.3 Performance Management

Senior management are subject to performance evaluation processes that assess their contribution to the achievement of strategic objectives and their adherence to our values and standards. Performance management is linked to remuneration through appropriate incentive arrangements designed to align management interests with the long-term success of the organization.

6.1 Risk Management Framework

We maintain a comprehensive risk management framework designed to identify, assess, manage, and monitor the risks facing our organization. Our framework is aligned with recognised risk management standards and is proportionate to the scale and complexity of our activities.

Key elements of our risk management framework include:

6.2 Three Lines Model

Our risk management and control environment is structured around the three lines model:

6.3 Principal Risks

The Board regularly reviews the principal risks facing the organization and satisfies itself that appropriate mitigation measures are in place. Principal risks may include strategic, operational, financial, regulatory, and reputational risks, among others.

7.1 Internal Control Framework

We maintain internal control systems designed to provide reasonable assurance regarding the reliability of financial reporting, the effectiveness and efficiency of operations, and compliance with applicable laws and regulations.

Our internal control framework includes:

7.2 Internal Audit

Our internal audit function provides independent assurance over the effectiveness of our governance, risk management, and internal control processes. Internal audit operates in accordance with recognised professional standards and reports to the Audit Committee.

The internal audit function has unrestricted access to the Chairman of the Audit Committee and to all areas of the business necessary to fulfill its mandate.

7.3 External Audit

Our financial statements are subject to external audit by an independent audit firm. The Audit Committee oversees the relationship with external auditors and is responsible for making recommendations to the Board regarding their appointment and remuneration.

8.1 Code of Conduct

Our Code of Conduct sets out the ethical standards expected of all Telldar personnel, including directors, employees, and contractors. The Code covers areas including:

All personnel are required to acknowledge and comply with the Code of Conduct.

8.2 Whistleblowing

We maintain a whistleblowing policy that enables personnel to raise concerns about potential misconduct in confidence and without fear of retaliation. Concerns may be raised through designated channels, and all concerns raised are investigated appropriately and reported to the Audit Committee.

We prohibit retaliation against anyone who raises concerns in good faith, even if the concern is not ultimately substantiated.

8.3 Anti-Bribery and Corruption

We have zero tolerance for bribery and corruption. Our anti-bribery policy prohibits the offering, giving, soliciting, or accepting of bribes in any form, whether directly or through third parties. We maintain procedures to prevent, detect, and address bribery and corruption risks.

9.1 Stakeholder Interests

We recognize the importance of engaging with our stakeholders and considering their interests in our decision-making. Our key stakeholders include shareholders, employees, clients, suppliers, regulators, and the communities in which we operate.

9.2 Engagement Mechanisms

We engage with stakeholders through various channels appropriate to each stakeholder group, including:

9.3 Workforce Engagement

We value the contribution of our employees and are committed to fostering an engaged and motivated workforce. We provide mechanisms for employees to share their views and concerns, and we ensure that the Board is informed of workforce perspectives on matters of strategic importance.

We are committed to promoting diversity and inclusion at all levels of our organization, including the Board. We believe that diverse perspectives enhance decision-making and contribute to better business outcomes.

We consider diversity in its broadest sense, including diversity of gender, ethnicity, age, background, skills, and experience. We seek to create an inclusive environment where all individuals are treated with respect and have the opportunity to contribute and develop.

We are committed to continuous improvement in our governance practices. We regularly review our governance framework, seek feedback from stakeholders, and monitor developments in governance best practice. The Board periodically evaluates its own effectiveness and the effectiveness of its committees.

If you have questions about our corporate governance practices, please contact us:

Company Secretary
The Telldar Holdings Company
Email: Available upon request
Address: Available upon request

We may update this Corporate Governance document from time to time to reflect changes in our governance practices, regulatory requirements, or best practices. Material updates will be posted on this page with an updated revision date.