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PPHC operates a bipartisan portfolio of independent firms offering US public affairs, crisis management, lobbying and advocacy services on behalf of corporate, trade association and non-profit client organisations.

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Governance

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:

Principles

  • The Company is a leading group of trusted advisory firms specializing in government relations, public relations, strategic research, grassroots influence and digital campaign solutions. Together, our companies work with over 1200 corporate clients, institutions and coalitions to define and advance responsible policy goals, manage risk, shape public debate and orchestrate issue advocacy campaigns on their behalf, with integrity. The Company purpose is to inform, guide and shape policy decisions that responsibly impact the future.
  • The Board holds at least one session each year dedicated to strategy, which includes input from senior members of the management team and any necessary external advisers. A strategic report reflecting the outcome of such sessions is included in the Annual Report.
  • The Board, at its regularly scheduled meetings, receives detailed updates regarding M&A strategy and execution and Operating Company operations. In addition, the Board periodically receives detailed presentations in connection with the approval of specific M&A transactions, and, separately, special presentations by senior management of the Operating Companies describing the nature of each Operating Company’s business, focus, approach, personnel, outlook, and results.
  • The Company intends to create an “ESG Management Committee” (as more fully described in Principle 8) to carry out the Board’s directives and report to the Board regularly on the status of the Company’s ESG Implementation Plan (See Corporate Governance – ESG Implementation Plan of the Annual Report) and ESG issues that arise.
  • Principal risks facing the Group were set out in the Admission Document. The Board periodically reviews, updates and discusses these risks and identifies and deploys mitigation steps to manage these risks and confront day-to-day challenges of the business. The Company has recently undertaken an objective process with Buchanan Communications to better understand relevant ESG risks and impacts through a materiality assessment. This process is more fully described in Corporate Governance – ESG Implementation Plan of the Annual Report.
  • The Company’s articulated mission, and related five key values, are intended to guide the Board, Company management and personnel in executing the Group’s business plans and mitigate risks. The Company’s mission is to become the most trusted public and government affairs organisation in the world by uniting a diverse group of industry leading organisations for the shared value of the Group’s clients, companies, employees and society. The five key values are:(i) Transparency – communicating openly, freely and with clarity; (ii) Objectivity – making unbiased and fair decisions; (iii) Fiscal Responsibility – operating under the premise that a fair return is due for all stakeholders; (iv) Integrity – putting ethics and legal compliance at the forefront of practices and procedures; and (v) Excellence – f lawlessly advocating on behalf of clients to support the achievement of clients’ business objectives.
  • The Company’s senior management periodically review the Company’s mission statement and key values to reflect new thinking and feedback from all stakeholders, taking into account various considerations including strategies and goals in support of the Company’s ESG and sustainability goals.
  • The primary challenge to executing the Company’s model and strategy is cohesively synthesizing highly entrepreneurial, successful professionals coming from a fragmented industry lacking scalability. The Company’s approach to achieving this is to build and grow an infrastructure (centralized functions including finance, HR, benefits and payroll, client development, M&A and legal) through which complementary (and overlapping), separately branded, businesses are empowered to focus on their key competencies, executive management is encouraged to operate with entrepreneurial creativity and autonomy, and key talent is incentivized through equity participation and a robust referral system. The Company’s public company status facilitates all of this by providing channels for growth capital for the Group as well as employee participation in the Group’s collective growth.
  • The Board is committed to open and ongoing engagement with the Company’s Shareholders. The Board communicates with Shareholders through:
    • The Annual Report;
    • The half-year and full-year results announcements; trading updates (where required or appropriate),
      although to-date, none have been issued;
    • The Annual General Meetings; and
    • The Company’s investor relations website.
  • Semi-annual meetings are held between the Company’s Chief Executive Officer, Chief Financial Officer and Chief Strategy Officer and institutional investors and analysts to ensure that the Company’s strategy, financials, and business developments are communicated effectively.
  • The Board intends to engage with Shareholders who do not vote in favour of resolutions at annual general meetings to understand their motivation.
  • The Company’s Chief Strategy Officer oversees investor relations for external shareholders and prospective investors, analysts, and regulators. Communications with internal shareholders, option holders and other participants in the LTIP programme are handled in conjunction with HR and Group operations.
  • The Company’s Management Committee is led by the Company’s Chief Executive Officer and consists of one or two senior executives from each of the Operating Companies. The Management Committee meets at least quarterly and addresses issues related to company strategy, financial operations, cross-selling opportunities and other matters appropriate for the full Committee. It is important to note that issues specific to a single Operating Company or its individual clients are not discussed at this Management Committee as such matters are subject to client confidentiality and conflict assurances.
  • The Company maintains an active corporate website www.pphcompany.com and posts content regularly to social media (Linkedin, X, Instagram) in order to inform stakeholders of its business updates and key milestones, along with the required financial reporting provided within the specific investor website. The Company engages directly with retail investors via earned media and through the Investor Meets Company platform and similar services. The Company intends to continue the use of the Investor Meets Company platform and will pursue additional opportunities to engage with investors at various conferences.
  • The Company’s management receives and reviews a quarterly analysis of the Company’s Shareholder register prepared by Link Market Services (Guernsey) Ltd and Stifel (as the Company’s Nominated Advisor, or NOMAD). Periodically, this information is relayed to the Board.
  • The Company’s management speaks regularly, on a weekly basis, with the NOMAD to share ongoing developments, ideas, and plans. They also speak periodically as additional matters arise.
  • The Company undertook a comprehensive materiality assessment during 2023 to identify the ESG and sustainability issues that are most important to our stakeholders, which, in turn, inform the foundations of our ESG strategy.
  • The Company plans to develop an open and transparent environment for communicating important developments about our ESG strategy to all stakeholders, internal and external. The Company’s approach to ESG communication will be guided by the need for accuracy, balance (positive and negative), comparability (period to period), and context.
  • The Group takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including employees, existing and new customers, academics, and its group of advisors that it collaborates with as part of its business strategy and business operation, in order to achieve long-term success.
  • The Company has articulated a Code of Ethics, including conducting business honestly and ethically wherever operations are maintained; to improve the quality of the Group’s services, products and operations; to maintain a reputation for honesty, fairness, respect, responsibility, integrity, trust, and sound business judgment; managers and employees are expected to adhere to high standards of business and personal integrity as a representation of the Group’s business practices, at all times consistent with their duty of loyalty to the Company.
  • The Directors and the Group maintain an ongoing dialogue with stakeholders to inform strategy and the day-to-day running of the business, including through channels highlighted in Section 2 above. This includes, among others, clients, subcontractors, and other key business partners.
  • The Group’s business model, including the holding company structure with its wholly owned operating subsidiaries, facilitates identifying shared challenges and opportunities, and identifying key resources and relationships needed to successfully navigate those challenges and seize those opportunities, and communication and feedback.
  • Through the Management Committee, and various other periodic meetings and calls, the Company’s Chief Executive Officer receives regular feedback from senior management of the Operating Companies. This feedback occurs in two capacities – executive-level management of each Operating Company as well as key shareholders owning (with other employees) a majority of the Company’s issued and outstanding shares of stock.
  • The Company has created and maintains a platform, through ADP, to receive and share information regarding Group policies, resources, practices, and procedures.
  • The Company intends to develop its ESG strategy taking into account international best practice as part of its strategy to build an even more resilient and responsible business.
  • To ensure that the Company’s efforts are focused, the Company underwent a desktop-based materiality assessment which included an internal audit. This process has identified a number of initiatives in which the Company is already engaged. The intention is that the Company continually evolves and evaluates its approaches taking into account industry best practice for our sector. See the Corporate Governance – ESG Implementation Plan section of the Annual Report for a more detailed description of the Company’s developing ESG strategies and goals.
  • Principal risks facing the Group and the industry in which it operates are set out in the Admissions Document. The Company currently operates a risk framework including a risk register that is managed by the Chief Operating Officer. The risk register is intended to be reviewed at least annually by the Board. The Chief Executive Officer and Audit Committee review the risk register regularly throughout the year.
  • The Company’s risk management efforts include (i) providing ongoing educational opportunities for executives, managers and other employees regarding legal compliance as well as compliance with the Company policies and procedures, (ii) continuously evaluating the Company’s practices, policies and procedures to assure compliance, (iii) expanding the in-house legal team to serve as a resource for the Group, (iv) implementing financial security protocols, (v) expanding the Company’s M&A and Finance teams to support the Company business model and strategy and (vi) structuring management oversight and control with various checks and balances.
  • The Company’s Chief Executive Officer utilizes the Management Committee, as well as regular discussions, separately, with the NOMAD and Chair of the Board to discuss risks, opportunities, and threats on a timely basis.
  • The Company’s component auditors, MN Blum, LLC, periodically identify risks in connection with the annual audit of the Company’s consolidated financial statements and the preparation of the Annual Report. These are discussed with Company management and the Audit Committee.
  • The Company’s management regularly communicates with the Company’s insurance advisors to assess changes in the Group from an organisational perspective and determine whether adjustments to the Company’s insurance portfolio are appropriate.
  • The Company has engaged cybersecurity consultants to assess and develop a tailored process to enhance the Group’s overall cybersecurity.
  • The Company intends that the ESG Management Committee will report to the Board regularly on identified ESG risks and opportunities and on the status of the ESG Implementation Plan.
  • The Board has been constructed to ensure that it has the right balance of skills, experience, independence, and knowledge of the business. Since the Company’s admission to AIM, the Board has expanded from six individuals to eight individuals, five of whom are executive directors – Stewart Hall, as Chief Executive Officer, Roel Smits as Chief Financial Officer, Zachary Williams, as a senior executive of Forbes Tate Partners, Keenan Austin Reed, as a Principal of the Alpine Group and senior advisor to the Company and Bill Chess as Chief Administrative Officer. The other three directors are non-executives and include Simon Lee, as Chair of the Board and Chair of the Audit Committee, Kimberly White, as Chair of the Remuneration Committee and Benjamin Ginsberg.
  • Benjamin Ginsberg and Kimberly White are considered by the Board to be independent non-executive directors and were selected with the objective of bringing experience and independent judgement to the Board.
  • The Board is supported by the Audit Committee and the Remuneration Committee. The Audit Committee has three members (the three non-executive directors) and is chaired by Simon Lee. The Remuneration Committee also has three members (the three non-executive directors) and is chaired by Kimberly White. Each committee has “Terms of Reference” adopted by the Board in connection with the Company’s admission to AIM. Additional details of these committees are set out on pages 62-65 of the Annual Report.
  • The Board adheres to a Schedule of Matters Reserved to the Board adopted by the Board in connection with the Company’s admission to AIM.
  • The full Board is scheduled to meet regularly and at least four times a year. In 2023, the Board met 9 times, most of which were regularly scheduled, and several of which were special meetings convened to address one or more particular matters such as an M&A transaction, and appointment of Board members.
  • The Audit Committee is scheduled to meet regularly at least two times each year. In 2023, the Audit Committee met 3 times.
  • The Remuneration Committee is scheduled to meet regularly at least two times each year. In 2023, the Remuneration Committee met 6 times.
  • Processes are in place to ensure that each member of the Board is, at all times, provided with such information as is necessary for each member to discharge such member’s duties. For example, prior to each Board meeting or Committee meeting, the Company’s corporate Secretary, prepares and circulates for Board or Committee review a detailed “Board Pack” of materials to be reviewed prior to, and during, each meeting. These materials, and others presented at the meetings, form the basis for further discussion of each matter presented to the Board and its Committees. To facilitate Board review and reference, all Board materials are made available through an online Board portal.
  • The agenda for each Board and Committee meeting is carefully selected based on numerous conversations among the Chair and CEO, and among Company management. Minutes of the proceedings of the Board and each Committee are recorded, reviewed, approved, and maintained for reference.
  • At each meeting of the Board and each Committee, the chair of the meeting announces whether any potential conflicts have arisen regarding any matter on the agenda. If the chair is aware of no conflicts, the meeting proceeds; if a conflict is raised, it will be discussed and, if appropriate, one or more members will be recused.
  • At each meeting of the Board, the non-executive directors have an opportunity to request to meet in executive session.
  • The Company’s Chief Executive Officer and the Company’s non-executive Chair of the Board speak regularly on a weekly basis to share ongoing developments, ideas, and plans. They also speak periodically as additional matters arise.
  • The Company is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders.
  • The Bylaws of the Company state that at the annual meeting of stockholders, directors shall be elected as set forth in the Company’s corporate charter. The Company’s charter requires that the Board be classified, with respect to the term for which the directors severally hold office, into three classes, designated as Class I, Class II and Class III, respectively. Currently, there are three Class I Directors, three Class II Directors, and two Class III Directors. The initial Class I Directors (Stewart Hall and Kimberly White) served for an initial term that expired at the initial annual meeting held on June 1, 2022 (and, at such meeting, each was re-elected for a term expiring at the annual meeting of stockholders to be held in 2025). The third Class I Director (Keenan Austin Reed) was elected to the Board in 2023 for a term expiring at the annual meeting of the stockholders to be held in 2025. The initial Class II Directors (Bill Chess and Benjamin Ginsberg) served for an initial term that expired at the annual meeting held in 2023 (and, at such meeting, each was re-elected for a term expiring at the annual meeting of stockholders to be held in 2026). The third Class II Director (Roel Smits) was elected to the Board in 2023 for a term expiring at the annual meeting of stockholders to be held in 2026. The initial Class III Directors (Zachary Williams and Simon Lee) are serving for an initial term expiring at the annual meeting to be held in 2024.
  • The Company’s non-executive Chair of the Board is subject to re-appointment by the Board annually.
  • 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 Directors have also received a briefing from the Company’s NOMAD in respect of continued compliance with the AIM Rules and the Company’s Solicitors in respect of continued compliance with UK MAR and other applicable laws. In 2023, Stifel, as NOMAD attended at least one Board meeting at which Stifel made a presentation regarding compliance and other matters.
  • In addition to the Chief Executive Officer, other Company officers (the Chief Financial Officer and Chief Operating Officer) regularly advise the Board on financial, M&A and other matters. The Company’s corporate Secretary and the Company’s Chief Legal Officer regularly advise the Board on matters regarding corporate governance, process, procedures, and compliance. The Company anticipates that the ESG Management Committee will report to the Board regularly on identified ESG risks and opportunities and on the status of the ESG Implementation Plan.
  • External advisors to the Company – and the Board – include (among others), the Company’s independent certified public accountants, as well as MN Blum, the Company’s component auditors, representatives of whom attend Board meetings twice each year to discuss and report on the annual audit and half-year review. Crowe UK, as the Company’s statutory auditors, attends annually to discuss and report on the annual audit.
  • 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.
  • The Company plans to engage in a process to periodically 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 Company’s intent is to execute this plan in 2024.
  • In accordance with the QCA Code, the Company intends to utilize the following framework for periodic evaluation of the Board based on six key indicators and criteria for Board effectiveness.
    1. Clear Purpose and Strong Leadership by the Chair:
      • Documented Board purpose and objectives
      • Regular engagement of the Chair with CEO and other Board members
      • Clear and communicated decision-making process
      • Opportunity for all Board members to influence agenda and actions
    2. Balance of Skills, Experience and Independence:
      • Qualifications
      • Experience
      • Independence
      • Diversity
      • Succession Planning
    3. Directors that Work as a Team:
      • Communication
      • Process
      • Follow-Up
      • Support
      • Strategy
    4. Understanding of the Business and its Strategy:
      • Clear communication of the strategy on all fronts to an increasing set of internal and external stakeholders
    5. Information and Engagement with Shareholders and other Key Stakeholders:
      • Investor relations function
      • Chair participation in discussions with key investors
      • Identify/communicate with stakeholder groups
    6. Board Performance Evaluation:
      • Periodic internal evaluation
      • Communication and Feedback
  • The Group promotes a culture of integrity, honesty, trust and respect, and all employees of the Group are expected to operate in an ethical manner in all its internal and external dealings. The Company’s Code of Ethics described in Principle 3 above articulates and reinforces this culture.
  • The employee handbook and policies promote this culture and include such matters as anti-bribery and corruption, communication, use of social media and general conduct of employees. This handbook is updated at least annually and is tailored to the Group’s expanding geographic footprint.
  • The Board takes responsibility for the promotion of ethical values and behaviors throughout the Group, and for ensuring that such values and behaviours guide the objectives and strategy of the Company.
  • The Board and senior management will periodically review the links between the Company’s mission, key values, culture and business model. The Company anticipates considering ESG strategies in executing the Company’s overall corporate strategy.
  • The Board has oversight and authority regarding the development, modification and implementation of the Company’s mission, key values, culture and business model. The Company intends to create an “ESG Management Committee” to carry out the Board’s directives and report to the Board regularly on ESG matters. The Company anticipates that this committee will include at least one Board member, at least one senior executive of the Company and at least one senior executive of one or more Operating Companies. The Company anticipates that the ESG Management Committee will support the Company’s ESG strategies and will have primary responsibility for developing the Company’s ESG Implementation Plan and monitoring its progress and efficacy.
  • As described in Principles 1, 2 and 3 above, Company senior executives regularly communicate with the Chair of the Board, other Directors, each other, and with senior executives of each of the Company’s operating subsidiaries. Company leadership serves as examples of the Company’s ethical values.
  • The Non-Executive Chair leads the Board and is responsible for its governance structures, performance and effectiveness. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Chief Executive Officer is the primary contact for the Company’s Shareholders and is responsible for ensuring that the link between the Board and the shareholders is strong and efficient. The Executive Directors are responsible for the operation of the business and delivering the strategic goals agreed by the Board.
  • The Board is supported by the Audit Committee and Remuneration Committee. Details of these committees and their responsibilities are set out in Part I of the Admissions Document and highlighted on pages 62 and 65 of the Annual Report. From time to time, separate committees may be set up by the Board in order to consider and address specific issues, as and when they arise.
  • The Board intends to review the governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward. The Company intends that the ESG Management Committee make recommendations to the Board on the Company’s governance framework to integrate ESG risk and opportunity management.
  • The Company intends to use the following principal methods of communication with its Shareholders:
    • The Annual Report;
    • The half-year and full-year results announcements;
    • Announcements regarding M&A activity, dividends, and certain dealings activities
    • Trading updates (where required or appropriate); although none were issued in 2023;
    • The Annual General Meetings; and
    • The Company’s investor relations website
  • The Company has retained investor relations agency support with London-based firms to facilitate awareness of its business and performance of its stock amongst analysts, retail investors and others. Effective 1 February 2023, the agency retained was Buchanan Communications, 107 Cheapside, London EC2V 6DN
  • The Company’s website (www.pphcompany.com) is updated on a regular basis with information regarding the Group’s activities and performance. The Company’s reports, presentations, notices of annual general meetings, and results of voting at shareholder meetings are anticipated to be made available on the website.
  •  The role of the Management Committee in facilitating communication among the Chief Executive Officer and senior leadership of the Company’s operating subsidiaries who also, collectively, own a majority of the Company’s outstanding stock, is described in Principle 2 above.

Audit Committee

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.

Remuneration Committee

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.

Share dealing code

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.