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The Directors recognise the importance of sound corporate governance and have taken account of the requirements of the QCA Code to the extent that they consider appropriate having regard to the Company’s size, board structure, stage of development and level of resources.
The Directors support high standards of corporate governance and have decided to comply fully with the QCA Code as set out below:
(Last updated 28 April 2025)
The Directors believe that the Board has the appropriate balance of diverse skills and experience in order to deliver on its core objectives. The Board is not dominated by one individual and all Directors can challenge proposals put forward to the meeting, democratically. The Board has a healthy mix of those with industry experience, financial and legal experience. All Directors are encouraged to, and do, participate actively in discussions of matters presented to the Board.
The Chair is responsible for ensuring an effective Board. Simon Lee, serving as the Board’s Chair, takes an active role in executing the vision of the Company through weekly calls with the Chief Executive Officer. Mr. Lee also receives regular updates from the corporate Secretary and Chief Legal Officer regarding Board and other governance matters. In carrying out his functions as Chair, Mr. Lee utilizes his extensive leadership experience (including as a board chair) with a particular focus on U.K. points of emphasis. In 2024, the Company engaged in a process to evaluate the performance of the Board, the Committees, and the individual Directors against its objectives to ensure that members of the Board provide relevant and effective contributions. The evaluation process was led by the Company’s Chair. In accordance with the QCA Code, the Company utilized the following framework for evaluation of the Board based on six key indicators and criteria for Board effectiveness.
The Chair intends to review and summarize findings from the Board evaluations, present the findings to the full Board and to develop and monitor a post-evaluation action plan.
The Remuneration Committee’s responsibilities generally include determining the Company’s policy on the remuneration packages of the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, other executive directors, and other senior executives as designated by the Board. The RC also has responsibility for: (i) recommending to the Board a remuneration policy for executive directors and other senior executives, and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the executive directors and other senior executives (including bonuses, incentive payments and share incentive awards or other share awards); and (iii) approving the design of, and determine targets for, any performance related pay schemes and share incentive plans operated by the Company.
In 2024, the Company implemented updates to its Incentive Compensation Policy to better align with business objectives, ensure long-term sustainability, and create operational improvements. These changes address bonus eligibility and windows for implementing salary increases to facilitate promotion cycles throughout the year. In addition, the updates are intended to streamline approval processes for compensation decisions and modernize equity awards to align with current regulatory standards and organizational goals. It is anticipated that these changes, collectively, will strengthen compliance, improve fiscal responsibility, and support equitable compensation practices across the organisation.
The Audit Committee is Chaired by Simon Lee and members include Benjamin Ginsberg and Kimberly White. There will be not less than three members. The Audit Committee is expected to meet at least three times a year and otherwise as required. At least two members of the Committee shall be independent non-executive directors and at least one member of the Committee shall have recent relevant financial experience.
The directors acknowledge that relevant corporate governance guidelines, including the QCA code, state that the Audit Committee should not be chaired by the Chair of the Company. The directors have considered the membership of the Audit Committee carefully and have concluded that, given the current composition of the Board, Simon is the most appropriate choice to be Chair.
The Audit Committee is responsible for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes: (i) considering and monitoring the appointment, re-appointment of external auditors as well as advising on the terms of engagement between the Company and the external auditors; (ii) ensuring procedures are in place for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; (iii) report formally to the Board on proceedings after each Audit Committee meeting; (iv) monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements); (v) undertaking narrative reporting and advising the Board on whether the content of the annual report and accounts provides the necessary information for shareholders to assess the Company’s performance, business model and strategy; (vi) reviewing internal control and risk management systems; (vii) reviewing the Company’s policy for detecting fraud; (viii) reviewing any changes to accounting policies and check the application of these policies on a year-to-year basis; (ix) reviewing the internal audit function and (x) reviewing and monitoring the extent of the non-audit services undertaken by external auditors. The Audit Committee will have unrestricted access to the Company’s external auditors.
The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
The Audit Committee also has responsibility for ensuring that the Company has in place the procedures, resources and controls to enable compliance with inter alia, the AIM Rules and the QCA Code.
The Remuneration Committee consists of not less than three members and is Chaired by Kimberly White. Benjamin Ginsberg and Simon Lee are members. It is expected to meet not less than twice a year and at such other times as required. All members of the Remuneration Committee shall be non-executive directors. The Chair of the Board may only also serve on the Committee as an additional member if they were considered independent on appointment as Chair of the Board.
The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s Chief Executive Officer, the Chair of the Board, the executive directors including the Chief Financial Officer, the Company secretary and other senior executives as designated by the Board. The Remuneration Committee also has responsibility for: (i) recommending to the Board a remuneration policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the Chair of the Board, each executive and the Chief Executive Officer (including bonuses, incentive payments and share incentive awards or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of the Company secretary and all other senior executives (including bonuses, incentive payments and share incentive awards or other share awards); (iv) approving the design of, and determine targets for, any performance related pay schemes operated by the Company; and (v) reviewing the design of all share incentive plans for approval by the Board and shareholders, in each case within the terms of the Company’s remuneration policy and in consultation with the Chair of the Board and/or the Chief Executive Officer. No Director or member of management may be involved in any discussions as to their own remuneration.
The Committee shall, at least once a year, review its own performance, constitution and terms of reference to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
The Company has adopted a share dealing code for directors and employees, which is appropriate for a company whose shares are admitted to trading on AIM (particularly relating to the prohibition of dealing during closed periods) and a company which is incorporated in the US whose shares are held by directors and employees who are US residents.