The Board and its Committees have a fundamental role in the governance framework by using their wide experience in providing independent challenge and support and ensuring that good governance is promoted across the different businesses within the Group. The Board is responsible for the success of the Group and providing leadership within the framework of existing controls and ensures that its duties to shareholders and other stakeholders are understood.
We have adopted the QCA Code to assist in putting into place an effective corporate governance framework which will deliver results. Your Board understands that good governance is one of the foundations of its sustainable growth strategy. The Chairman is responsible for corporate governance in the Group. There were no key governance related matters that occurred in the year and no significant changes in governance arrangements.
Details on how the Company applies the principles of the QCA Code are set out below.
Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders
Newmark Security is a leading provider of people and data management and physical security solutions through its subsidiaries, Grosvenor Technology Limited and Safetell Limited, in the UK, and Grosvenor Technology LLC in the USA, with exports to Europe and worldwide through our established customer base. The Group’s purpose is to help organisations to protect human capital in safe spaces, with secure cloud control of their people’s access, time keeping and identity data at work.
The Company aims to help address some of the major challenges facing corporations in an environment of ever-increasing global security concerns and add value for all our stakeholders through partnership and innovation. We will continue to develop exceptional and secure products backed up by industry leading support. The Company strategy is focused on delivering growth through the development of new products, providing its customers with much-needed peace of mind whilst also improving business efficiency and flexibility through innovative technology. The three core markets served, Human Capital Management (HCM), Access Control and physical security, are anticipated by industry analysts to grow significantly in the medium to long-term. The Company takes a ‘deep and narrow’ approach in each of these markets through the provision of products and services that are highly developed and specialist, thus delivering tangible added value to its downstream partners and creating barriers to entry to potential competitors.
Grosvenor Technology’s products are at the cutting edge of human capital management and access control technology. The business is well positioned to capitalise on the crossover between these two aspects of electronic security and continued investment ensures that it stays at the forefront of this marketplace. Long term strategies are in place to increase recurring revenues through the provision of more cloud-based services on an ongoing basis, particularly in the HCM sector. This is envisaged to deliver greater shareholder value over time as both quantity and quality of earnings increase through this strategy.
Safetell is one of the industry leaders in high-demand physical security products and is perfectly placed to service the industry. The market for asset security products and services is fast growing with the ever-increasing threat of crime and terrorism placing security high on the priority list for corporate clients. It is the policy of the Company to maintain the highest standards of product quality meeting statutory and regulatory requirements by the control of its sales, purchasing, production, delivery, installation and service activities. Safetell is expanding its service offering by diversifying into the door servicing market.
Full details of the Group’s strategy is set in in our Annual Report.
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Group aims to have a corporate culture that keeps staff satisfied in their roles and fully motivated so that staff retention levels are high, and absenteeism is low. All senior management promote our culture. Staff are encouraged to submit ideas and suggestions as to how this culture can be supported. The Group also tries to ensure that the staff have the appropriate lifestyle benefits and are provided with appropriate development training, both internally and externally.
All senior leadership team members attend monthly management meetings, attended by both Executive Directors, to report on their department’s activities and where relevant to highlight any issues with customers, suppliers, employees or other stakeholders.
The Group is committed to maintaining high standards for the environment, and our relationship with employees, customers and suppliers. The Group is committed to being environmentally friendly and we have identified the key waste streams from our businesses so that the amount of landfill is reduced by separating waste into these different streams. Records are maintained as evidence that these forms of waste are separated and collected by licensed waste collection companies, and these are reported at management meetings. Our efforts with stakeholder groups are detailed under principle 4 below.
Principle 3: Seek to understand and meet shareholder needs and expectations
The Company engages with shareholders through a variety of traditional and digital media. In addition to regulatory announcements and reports, the Company communicates through a variety of channels. The CEO and CFO participate in online investor presentations to talk through the Company’s Interim and Full Year results which include a questions and answers segment at the end. The CEO also conducts interviews with online investor news platforms and channels as well as giving regular non-material updates on social media platforms. The Company makes non-regulatory announcements in industry, trade and general business publications and regulatory announcements through RNS feeds. The Board members attend AGMs and welcome shareholder attendance. Our corporate broker maintains a dialogue with current and potential investors and arranges meetings with the Executive Directors as required. The website contains an overview of the markets operated in, the Company’s vision and strategy and multi-media detail of the separate People and Data Management and Physical Security Solutions divisions. Historic reports, statements, announcements and share price information are also accessible within the website – https://newmarksecurity.com.
Principle 4: Take into account wider stakeholder interests including social and environmental responsibilities and their implications for long-term success
The Company recognises that there are several resources and relationships that are considered to be strategically important. These include major clients, key suppliers, value added resellers and our banking partners, and these relationships are managed at a senior level within each division with the most important receiving additional executive attention.
The Company further identifies the need to nurture and develop relationships with all stakeholder groups. Feedback is gathered from customers through sales and marketing functions with key customer meetings. Regular supplier reviews are conducted to ensure the Company’s and vendors’ needs and ambitions are met.
The Company recognises the importance of its employees to its achievements. Regular internal communication meetings are conducted across all sites to ensure employees are knowledgeable about a range of topics. Questions and suggestions are encouraged through a range of formal and informal channels directly to divisional Managing Directors. These employee feedback channels have led to tangible outputs and changes to working practices. Our staff expect to be able to work in a safe and comfortable environment, and to be provided with the necessary skills and knowledge to perform their work to the required standard. We provide ongoing training wherever required and conduct routine appraisals with the staff.
Principle 5: Embed effective risk management, internal controls and assurance activities considering both opportunities and threats, throughout the organisation
The Board has overall responsibility for the Group’s systems of internal control and risk management. The Board identifies the major business risks with management and establishes appropriate procedures to measure and manage those risks. These involve a system of measurement, control and reporting on a variety of internal and external factors. The Group’s risk register is formally reviewed by the Board at least once a year and more frequently if Management consider that the risks have changed.
There are detailed procedures for the production of budgets covering profit and loss accounts, balance sheets and cash flows. Monthly subsidiary and group management accounts are produced with comparisons against budget and prior year.
Management also reports on major changes in the business environment including any possible impact on internal forecasts. The principal risks and uncertainties associated with the business activities are set out in the Strategic Report on page 24 of the 2025 Annual Report.
Grosvenor Technology is taking steps to reinforce the credentials of their secure operating practices. In addition to the annual certification of ISO27001 and ISO9001 compliance it is also started System and Operating Controls (SOC) compliance. It is preparing both SOC 1 financing reporting controls and SOC 2 data processing controls focussed on security, availability, processing integrity, confidentiality and privacy with the aim to gain certification in the year ending 30 April 2026.
The Audit Committee reviews the independence of the external Auditors at the July Audit Committee meeting. The Group’s Auditors only provide audit services and no other professional services. The Audit Committee members have no links with the Group’s Auditors.
Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the Chair
The Chairman’s role is to ensure that the Board operates effectively to deliver the long-term success of the Group. This includes ensuring that the Non-Executive Directors always have access to the executive management team to provide both support and challenge, all directors are able to express their views openly at Board meetings and that all directors are encouraged to bring independent judgement to bear on all issues. There are specific instructions in place for the timetable and content of Board papers so that the directors are properly briefed before the Board meetings. The Board has a number of matters reserved for its consideration, with the principal responsibilities being to monitor performance and to ensure that there are proper internal controls in place, to agree overall strategy, to approve major capital expenditure and to review budgets.
At 30 April 2025, the Board comprised a Non-Executive Chairman, two Executive Directors and two Non-Executive Directors. Under the Company’s Articles of Association, the appointment of all Directors must be approved by the shareholders in General Meeting, and additionally one-third of the Directors are required to submit themselves for re-election at each Annual General Meeting (AGM). Additionally, each Director has undertaken to submit themselves for re-election at least every three years. The Board has decided not to put all the Directors up for re-election at the AGM as is recommended in the 2023 QCA Code for the time being and instead will continue to follow the rules as set out in the Company’s Articles. However, the Board will keep this position under review.
For the year under review one of the three Non-Executive Directors is considered to be independent. This is Terence Yap. Maurice Dwek and Michel Rapoport are not considered to be independent in view of their substantial shareholdings in the Company and length of service on the Board. However, the Board considers that both Mr Dwek and Mr Rapoport bring a wealth of experience from across a range of businesses, as well as their knowledge of being involved in listed and other companies together with their experience of the People and Data Management and the Service industry. The Board is aware that it does not meet QCA’s recommendation on the proportion of independent Directors and has started a search for a new Independent Non-Executive Director.
Any Director may, in furtherance of his duties, take independent professional advice where necessary, at the expense of the Company. All Directors have access to the Company Secretary, whose appointment and removal is a matter for the Board as a whole, and who is responsible to the Board for ensuring that agreed procedures and applicable rules are observed.
Marie-Claire Dwek and Paul Campbell-White, as Executive Directors, are full-time employees of the company during the year. There are no minimum time commitments for the Non-Executive Directors who spend whatever time is required to fulfil their duties and responsibilities.
Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the Directors have the necessary up-to-date experience, skills and capabilities
The Board is responsible for the long-term success of the Company and is supported by the Audit Committee and Remuneration Committee. The terms of reference for the Audit and Remuneration Committees are included in the Corporate Governance Section of the Company’s website. The composition of the Audit and Remuneration Committees, their duties and main activities during the year are included in the Report of the Directors on page 30 of the 2025 Annual Report. There is no Nomination Committee. Given the size of the business, all senior appointments are considered by the Board as a whole. The Board will continue to monitor the governance framework in line with the Group’s plans for growth and will make further adjustments and improvements as required.
Board meetings are held a minimum of four times a year and the Board of the Parent Company also attend the Board meetings of the subsidiary companies on the same day. All members of the Board attended all four Board meetings held over the last year. The Board members also have discussions during the year on the progress of the Group and any particular issues which arise. All Directors commit the time necessary to meet their responsibilities as directors. There were two meetings of both the Audit and Remuneration Committee during the year, both of which were attended by all members of those committees.
The Chief Executive Officer, Marie-Claire Dwek, is responsible for the day-to-day management of the business, developing the Group’s strategy for discussion with the Board and then implementing that strategy. The Chief Financial Officer, Paul Campbell-White, is responsible for the financial reporting of the Group and supporting the CEO in developing and implementing the Group strategy. The two Executive Directors have prime responsibility for engagement with shareholders.
The Non-Executive Directors, Maurice Dwek, Michel Rapoport and Terence Yap are responsible for bringing their expertise and judgement in assisting in the development of strategy and measuring its performance, challenging the Executive Directors and reviewing their performance. All Directors are required to notify the Company Secretary of any conflicts of interest and there have been no such relationships declared.
Although not a committee of the Board, the Executive Management Team is the key operational decision-making body of the Company. Matters that require a decision of the Board will be supported by the work of the Executive Management Team which meets monthly.
The Chief Executive Officer works closely with the senior leadership teams of the subsidiary companies to keep abreast of market trends, economic trends, technological advances and customer expectations to remain agile and adjust to the changing times. She meets with customers and suppliers on a regular basis. She also regularly attends security exhibitions in the UK and worldwide as well as forums, corporate and networking events, and keeps the Board up to date with all developments.
Changes in the business and economic environment are discussed fully at Board meetings. The Board is informed of changes in accounting requirements by the Company auditors and in regulatory requirements by the nominated adviser via the Chief Financial Officer.
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience. The biographies of the Directors can be found in pages 28 and 29 of the 2025 Annual Report.
Principle 8: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Chairman carried out an evaluation of the Board during the year and deemed that it was working satisfactorily, in particular:
The performance of the Board is kept under continuous review. The Board does not consider that it is appropriate to perform a more formal board appraisal process utilising third parties at the current date, taking into consideration the size and nature of the Company. However, this will be kept under review and the board will consider on an annual basis whether to implement a more formal appraisal process.
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The Board has established a remuneration policy which is published in the Annual Report. The structure of Board remuneration is reviewed by the Remuneration Committee each year. The remuneration report on pages 34 to 36 of the 2025 Annual Report shows how the policy has been implemented in the year. In 2025 the Remuneration Committee engaged independent remuneration advisory firm, MM&K, to advise on its updated management incentive structure which is linked to the delivery of Newmark’s new five-year strategic business plan. This long-term incentive plan (LTIP) included both share options and cash incentives. The Company’s shareholders approved the introduction of the new LTIP at the 2024 AGM when it was put to an advisory vote. The Board therefore do not believe that it is necessary to put the Remuneration Report to an advisory vote at the 2025 AGM.
Principle 10: Communicate how the company is governed and performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board communicates with shareholders through the annual report and accounts, interim report other regulatory announcements, the AGM and one-on-one meetings with both existing and potential shareholders. At the end of the AGM shareholders are encouraged to express their views to the Directors. Corporate information is available to shareholders and other stakeholders on the Company website including details of the activities of the different businesses, and announcement. The Company also receives updates from its corporate brokers on the views of shareholders.
Results of Shareholders Votes
M DWEK, Chairman, 3 September 2025