Tracsis seeks to follow best practice in corporate governance as appropriate for a Group of its size. As a public company listed on AIM, the Board recognises the importance of an effectively operating corporate governance framework.
The Board has adopted the principles of the 2023 Quoted Companies Alliance Corporate Governance Code – (“the QCA Code”) to support the Group’s governance framework. The Directors acknowledge the importance of the ten principles set out in the QCA Code and this statement briefly sets out how Tracsis currently complies with the provisions of the QCA Code and the reasons for any departures from it.
Principle | Disclosure | Comply or Explain |
|---|---|---|
Establish a purpose, strategy and business model which promote long-term value for shareholders. | The Group’s purpose, strategy and business model are described in separate sections within the Annual Report & Accounts, together with the Chair’s Statement and Chief Executive Officer’s Review | Comply |
Promote a corporate culture that is based on ethical values and behaviours. | The Board sets the tone for the organisation and during the year has approved an updated whistleblowing policy, together with an online portal for employees to raise concerns. In addition, the Board receives six-monthly updates on whistleblowing events in the Company. Similarly, the Board considered updates to its anti-bribery and corruption policy and the introduction of a non-audit fees policy as well as updates to its modern slavery and human trafficking policy which can be found on our website. | Comply |
Seek to understand and meet shareholder needs and expectations. | The Board maintains effective dialogue with its shareholders with regular meetings throughout the year, including immediately after its interim and full year results, and at different times throughout the year where requested. Topics cover performance and strategy and any other matters shareholders wish to discuss. Shareholders may contact the Company using the details on our website. | Comply |
Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success. | The Board understands that the long-term success of the business relies upon good relations with a range of different stakeholder groups, both internal and external. Through ongoing dialogue with, and presentations by, divisional management and the Executive Directors, the Board is kept updated on matters relevant to key stakeholders and incorporates information and feedback into future decision making. In addition, the Board established an ESG Committee during the year and met twice in FY25, to ensure that the Board maintained oversight of ESG projects, initiatives and reporting as well as reviewing the ESG policy landscape and the Company’s Net Zero Transition Plan that will be published shortly. You can read more about how the Board considered the views of stakeholders in our Section 172 Statement and the Sustainability section contained within our Annual Report & Accounts. | Comply |
Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation. | The Group’s approach to risk management is set out on in the Annual Report & Accounts together with the risk framework model which is used to assess and manage risk within the business. The Audit & Risk Committee considered at each meeting progress in maturing the control framework within Tracsis, as well as making changes to the way in which risk was identified and mitigated within the business, and ways in which risk appetite could be defined and measured. The Audit & Risk Committee confirmed that the Company’s auditors remains independent. | Comply |
Establish and maintain the board as a well-functioning, balanced team led by the Chair. | As part of planned succession activity, Chris Barnes stepped down from his role of Chief Executive Officer and Board member on 31 July 2025. He was replaced by David Frost, who joined the business on 9 July 2025 and assumed the role of Chief Executive Officer and Board member on 1 August. As at 31 July 2025, the Board comprised six Directors, four of which were independent (including the Chair). The QCA Code confirms that independence is a Board judgement; however, the Company has adopted the definition of independence from provision 10 of the UK Corporate Governance Code. All Non- Executive Directors are considered independent and come from different professional backgrounds, providing a diverse range of opinion and experience which they draw from during Board discussions. The time commitment required from our Non- Executive Directors varies, but there are at least ten Board meetings per year, together with Committee work and Board calls to cover out of cycle activities or decisions. You can read more about the skills and experience in both the Board biographies in our Annual Report & Accounts. | Comply |
Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities | The Board continually reviews the governance framework of the business and in the year has established an ESG Committee and approved Matters Reserved for the Board. The Directors and their biographies, together with a self-assessment is disclosed within the Annual Report & Accounts. Each Director keeps their skills and experience up to date through outside learning, events, seminars and through supplementary knowledge provided by the Company. In addition, the Chair of the Audit & Risk Committee is a former Finance Director of Stagecoach Group plc and is a qualified accountant. Similarly, the Chair of the Remuneration Committee is a former HR Director of Croda International plc and has significant executive remuneration experience. The governance structure of the business is described in the Annual Report & Accounts. Additionally, the roles of the Committees are described on our website, including membership. The Board reviews its structure periodically to ensure it is fit for purpose. The Board receives regular updates from the Company Secretary on matters relating to the governance landscape and matters relating to their duties as a Director of the Company and the NOMAD periodically attends Board meetings to provide AIM Rules briefings and other matters of relevance to the role of the Board or as individual Directors. No Director performs an advisory function to the Board or its Committees and independent external legal advice has not been sought by the Board during the year. Deloitte LLP acts as the external adviser to the Remuneration Committee. | Comply |
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement. | The Board last undertook a Board evaluation in Q4 2024, which was an internal evaluation of Board and Committee performance and the findings were reported back to each Committee Chair. The evaluation was supplemented by interviews conducted by the Chair with Board members and the Company Secretary. | Comply |
Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and culture. | The current Remuneration Policy of the Company was approved by shareholders at the AGM held on 22 January 2025. As the Remuneration Committee was developing the policy, the Committee consulted with Tracsis’ major shareholders and feedback was taken into consideration when finalising the policy which was ultimately approved by 98% of shareholders. | Comply |
Last Reviewed: 20 November 2025
Information summary
Ten Board meetings are held a year. The Board receives a report ahead of each Board meeting containing relevant information such as general business updates, trading updates & management accounts, forecasts and budgets, updates on acquisition opportunities, PLC matters and similar. Additional reports for the Audit, Remuneration and Nominations Committees are prepared as appropriate containing relevant information.
Summary of Strategy
Our strategy is focused on growth and margin improvement and is based around four pillars. In executing this strategy we will increasingly focus on delivering scalable SaaS-native application software platforms.
Core market growth.
Deepen engagement with core transport customers by expanding SaaS solutions, cross-selling and embedding Tracsis platforms into end-to-end operations
Capture rail digitalisation including smart ticketing, timetable optimisation, crew and rolling stock scheduling, safety platforms and predictive analytics
Technology investment.
Consolidate product portfolio into modular SaaS-native platforms to enable faster, lower cost deployment, especially into international markets
Execute market-led product roadmaps supported by a common software architecture to accelerate new product development and commercialisation
Extend market opportunity.
Expand geographically, leveraging UK leadership and reputation to scale in North America and select other countries where Tracsis has a clear product-market fit and strong line of sight to success
Enter adjacent transport technology markets in smart infrastructure, multi-modal travel and digital ticketing
Expand in high growth markets with demand for smart mobility and digital infrastructure
Inorganic growth.
Accelerate growth through disciplined M&A to build out the technology stack and address attractive transport market applications in the UK and internationally, supplementing organic growth
Description of roles
The role of the Chair is to oversee Board meetings and field all concerns regarding the executive management of the Group and the performance of the Executive Directors.
The role of the Chief Executive Officer is to formulate, manage and deliver the Group's strategy and operations in conjunction with the rest of the senior management team.
The division of responsibilities between the Chair and the Chief Executive Officer is clearly defined and set out here. The Chair's primary responsibility is ensuring the effectiveness of the Board and setting its agenda. The Chair has no involvement in the day-to-day business of the Group. The Chief Executive Officer has direct charge of the Group on a day-to-day basis and is accountable to the Board for the financial and operational performance of the Group.
Non-Executive Appointment Terms
Non-Executive Directors are appointed on standard commercial terms including a fee which takes into account their responsibilities for chairing committees, a three month notice period and other standard provisions relating to their role. None of the letters of appointment provide for any termination payments.
Terms of reference: Audit & Risk Committee
The Audit & Risk Committee is chaired by Ross Paterson and has the primary responsibility of monitoring the quality of internal controls and ensuring the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group's management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit & Risk Committee meets not less than twice in each financial year and has unrestricted access to the Group's external auditors. The Audit & Risk Committee comprises Ross Paterson, James Routh and Tracy Sheedy.
Terms of reference: Remuneration Committee
The Remuneration Committee is chaired by Tracy Sheedy and reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme, or bonus scheme in operation from time to time. The Remuneration Committee meets as and when necessary. The Remuneration Committee comprises Tracy Sheedy, Ross Paterson and James Routh.
Terms of reference: Nominations Committee
The committee's primary responsibilities are to make recommendations to the Directors in all new appointments of Directors and senior management, to interview nominees, to take up references and to consider related matters. The Nominations Committee comprises Jill Easterbrook as chair, Ross Paterson, James Routh and Tracy Sheedy.
Terms of Reference: ESG Committee
The committee is chaired by James Routh, Senior Independent Director, and comprises Jill Easterbrook, Tracy Sheedy, Ross Paterson and Andy Kelly. The committee’s role covers the oversight of all matters relating to Environmental, Social and Governance activities for Tracsis.
The Company Secretary is Jan David Mitson.
Role of External and Internal Advisors
The group's external advisors are as follows:
Financial Advisor: Rothschild
Nominated Advisor: Joh. Berenberg, Gossler & Co. KG
Sole Broker: Joh. Berenberg, Gossler & Co. KG
Auditor: Grant Thornton LLP
Solicitors: Haynes and Boone LLP
Remuneration: Deloitte
There are no internal advisors.
Results of shareholder voting
All resolutions were duly approved at all previous AGMs