Corporate Governance

The Mortgage Advice Bureau board of directors is the ultimate decision-making body for matters of strategic, financial, risk, regulatory or reputational significance. It is responsible for creating and delivering sustainable value through the management of the Group's business taking into account the needs of all its stakeholders. It determines the strategic objectives and policies of the Company to deliver long-term value, providing overall strategic direction throughout the business. 

The Company applies the UK Corporate Governance Code following its admission to the Main Market. A full statement of compliance with the Code will be included in the 2026 Annual Report and Accounts. 

The Audit Committee comprises Mandy Donald (Chair), Orlando Machado, Rachel Haworth.

The responsibilities of the Audit Committee are outlined within its  terms of reference, which are reviewed annually and approved by the Board.

The  Committee’s primary responsibilities are:

• to review the reporting of financial information and monitoring the integrity of the financial statements, 
• to review the Company's accounting procedures and provide oversight of significant judgement areas;
• to review the effectiveness of the Group's internal financial systems and controls; and
• to assess the effectiveness and independence of the external auditor.

The Committee meets at least three times a year, and meetings are normally attended by representatives of the external and internal auditors. The Chief Financial Officer and the Group Chief Risk Officer attend meetings regularly, and the Chief Executive Officer is invited to attend at the Committee’s request. The presence of other senior executives from the Group may also be requested. The Committee meets with representatives of the external auditors, without management present, at least once a year.

The Remuneration Committee is chaired by Rachel Haworth (Chair), Mandy Donald, Orlando Machado, and Michael Jones. 

The responsibilities of the Remuneration Committee are outlined within its terms of reference which are reviewed annually and approved by the Board.

The Remuneration Committee primary responsibilities are establishing, determining and reviewing the Group's executive remuneration policy and other benefits, ensuring that incentives are aligned to the delivery of the Group's strategic objectives and its terms of employment, including performance related bonuses and share options and administering the operation of the share option and share incentive schemes established by the company. 

The Remuneration Committee meets at least twice a year and as often as is required.

The Nomination Committee is chaired by Michael Jones (Chair), Rachel Haworth, Orlando Machado, Mandy Donald. Nathan Imlach and Peter Brodnicki.

The responsibilities of the Nominations Committee are outlined within its terms of reference which are reviewed annually and approved by the Board.

The Nomination Committee's primary responsibilities include evaluating the balance of skills, knowledge, diversity and experience on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and makes appropriate recommendations to the Board on such matters.

The Nominations Committee meets formally at least once a year and otherwise as required.

The Group Risk Committee comprises Orlando Machado (Chair), Mandy Donald, Rachel Haworth, and Michael Jones.

The responsibilities of the Group Risk Committee are outlined within its terms of reference which are reviewed annually and approved by the Board.

The Group Risk Committee's primary responsibilities include reviewing all major Group-related existing and potential risks and any escalations from the operational Risk and Compliance Committee, advising the Board on the Group's overall risk appetite, tolerance and strategy, considering impending regulatory developments, overseeing the Senior Managers and Certification Regime, overseeing GDPR compliance.

The Group Risk Committee meets at least four times a year and otherwise as required. The Chief Financial Officer and the Group Chief Risk Officer attend meetings regularly, and the Chief Executive Officer is invited to attend at the Committee's request. The presence of other senior executives from the Group may also be requested.

The Disclosure Committee comprises all Board members and is chaired by Michael Jones

The responsibilities of the Disclosure Committee are outlined within its terms of reference which are reviewed annually and approved by the Board.

The Disclosure Committee's primary responsibilities are assessing the existence of inside information and ensuring timely and accurate disclosure of all information that is required to be disclosed to the market to meet the Company's legal and regulatory obligations under the Market Abuse Regulation and related matters.

The Disclosure Committee meets at such times as shall be necessary or appropriate, as determined by the chair of the Disclosure Committee or, in his or her absence, by any other member of the Disclosure Committee.

The Sustainability Committee comprises Mandy Donald (Chair), Rachel Haworth, Orlando Machado and Michael Jones. 

The Sustainability Committee was formally established in January 2026 and reports to the Audit Committee. The responsibilities of the Sustainability Committee are outlined within its terms of reference which are reviewed annually and approved by the Board.

The Sustainability Committee's primary responsibilities are overseeing the execution of the Group's sustainability strategy and net zero strategy, reviewing performance against ESG related KPIs and key milestones, reviewing the integrity of external statements and disclosures that relate to sustainability and ESG related matters, advising the Board on appropriate KPI metrics and establishment and implementation of ESG related policies and procedures and working alongside the Group Risk Committee to ensure ESG related risks are identified, considered and appropriately mitigated.

The Sustainability Committee meets at least twice a year and otherwise as required.

• Audit Committee - Terms of Reference
• Remuneration Committee - Terms of Reference
• Nomination Committee - Terms of Reference
• Risk Committee - Terms of Reference
• Disclosure Committee - Terms of Reference
• Sustainability - Terms of Reference