Updated 2^nd October 2024

The Directors recognise the value and importance of high standards of corporate governance and from Admission intend, given the Company’s size and the constitution of the Board, to comply with the QCA Code (as updated 2023) Guidelines. The QCA Code was devised by the Quoted Companies Alliance, in conjunction with a number of significant institutional small company investors as an alternative corporate finance code applicable to AIM companies and has become a widely recognised benchmark for corporate governance of small and mid-size quoted companies, particularly AIM companies. 

Principle 1: Establish a business purpose and business model which promote long-term value for Shareholders 

The Company’s business model, purpose and strategy has been set out as described in Part I of the AIM Admission Document. The Directors believe that GenIP’s business model, purpose and growth strategy will help to promote long-term value for Shareholders, for which the board intends to provide an update on strategy in the Company’s future annual report and accounts. The principal risks facing GenIP have been set out in Part II of the AIM Admission Document, which include potential risks to the Company’s growth and upside potential. The Directors, post Admission, will continue to take appropriate steps and measures in identifying risks and undertake where applicable, any mitigating strategies necessary to manage these risks. This will include any industry and business specific emerging risks as well as relevant legislation and regulatory potential changes and corresponding risks. 

Principle 2: Promote a corporate culture that is based on ethical values and behaviours 

The Board recognises that its decisions regarding strategy and risk will impact GenIP’s corporate culture and that this could impact its potential performance. The culture is set by the Board which is considered and discussed at meetings, knowing that the tone and values it instils filters into all aspects of the Company and the way that its employees behave. The Board promotes a culture of integrity, honesty, trust and respect and all employees of the Company are expected to operate in an ethical manner in all of their internal and external dealings. 

Post Admission, the Company will undertake regular reviews and audits in certain specific areas of risk, including anti-bribery, cyber/data risk and whistleblowing. GenIP also has a code for directors’ and employees’ dealings in securities which has been outlined in the Company’s Financial Position and Prospects Procedures (FPPP) manual and is in accordance with Rule 21 of the AIM Rules for Companies and UKMAR. 

The Directors believe that a long-term sustainable business model is essential for discharging the Board’s responsibility to promote the success of the Company, its employees, shareholders and other all stakeholders. In considering the Company’s strategic plans for the future, the Directors will proactively consider the potential impact of its decisions on all stakeholders within its business, in addition to considering the broader environmental and social impact as well as the positive impact it can have in which the Company operates. 

The Company fully endorses the aims of the Modern Slavery Act 2015 and takes a zero-tolerance approach to slavery and human trafficking within the Group and its suppliers. 

Principle 3: Seek to understand and meet Shareholder needs and expectations 

The Board is committed to, and post Admission actively encourage, effective relationships and communication with Shareholders as well as seeking advice from its nominated adviser Beaumont Cornish and broker Novum Securities. 

All Shareholders are actively encouraged to participate in, and, if possible, attend, the Company’s annual general meetings (“AGM”). The Company will prepare annual report and accounts and a notice of AGM, which will be sent to all Shareholders and will be available for download from the Company’s website at www.genip.ai. 

The Company will seek to maintain an active dialogue with Shareholders, who will be kept up to date with its developments by way of announcements made through a Regulatory News Services (“RNS”) on matters

of a significant substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected deviations to market expectations will be announced through an RIS. 

The Board is keen to ensure that the voting decisions of Shareholders are reviewed and monitored, and the Company intends to engage, as appropriate, with Shareholders who do not vote in favour of resolutions at AGMs. All contact details for investor relations are included on the Company’s website, www.genip.ai and all contact details are included on the Company’s website. 

Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success 

The Company takes its corporate social responsibilities very seriously and will focus on maintaining effective working relationships across a wide range of stakeholders including shareholders, employees, customers, suppliers and universities. The Directors will maintain an ongoing and collaborative dialogue with such stakeholders and take all feedback into consideration as part of the decision-making processes of the business going forward. 

Principle 5: Embed effective risk management, internal controls and assurance activities considering both opportunities and threats, throughout the organisation 

The principal risks facing the Company are set out in Part II of the AIM Admission Document. The Directors will take appropriate steps to identify risks and undertake mitigating strategies in managing these risks following the listing process. A review of these risks will be carried out at least on an annual basis, commentary of which will be included in the Company’s annual report and accounts going forward. 

The Board has overall responsibility for the determination of the Company’s risk management objective and policies which will be overseen by the Audit Committee. 

Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the Chair 

On Admission, the Board will comprise the Chief Executive Officer, independent Non-Executive Chairman, Chief Financial Officer and an independent Non-Executive Director. The Directors’ biographies are set out in paragraph 10 of Part I of the AIM Admission Document. The Board considers that it combines a blend of sector and market expertise, with an effective executive management team and appropriate oversight by the Non-Executive Directors, as well as a highly experienced Senior Management, particularly the Chief Technology Officer, Selwyn Lloyd. 

The Company is satisfied that the current Board is sufficiently resourced to effectively discharge its governance obligations on behalf of all its Shareholders and other stakeholders. 

The QCA Code recommends that the Board should comprise a balance of executive and non-executive directors, with at least two non-executive directors being independent. The QCA Code suggests that independence is a board judgement, but where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained. Neither of the Non-Executive Directors is or has been an employee of the Company, has a significant business relationship with the Company, or is a significant shareholder in the Company. 

Dr. David Gann is an independent Director. The Company believes that Dr. Gann is very well suited to the role and this to be a very appropriate appointment given his background within governmental, education and public institutions throughout his tenure. 

Lord David Willetts is an independent Director and Non-Executive Chairman. The Company believes that Lord Willetts is also very well-suited to the role. Lord Willetts has a distinguished career in both governmental and academic sectors and has held prominent positions in multiple fields. 

As recommended by the QCA Code guidance, the Non-Executive Directors will not participate in the Company’s performance-related remuneration schemes. 

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 will meet regularly, and processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties. The Board is also supported by the Audit Committee, and the Remuneration Committee. Given the current size of the Enlarged Group, the Board does not consider there is a need for a separate nominations committee. 

This will be reviewed regularly and will be implemented when the Board considers there to be adequate need for one. The Board will have the responsibility for reviewing the structure, size and composition of the Board, give consideration to succession planning and review the leadership needs of the organisation until it is deemed appropriate to implement a nominations committee. 

The Board has established two committees; Audit and Remuneration, the terms of which are available for download from the Company’s website at www.genip.ai. 

Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement 

The Directors will consider the effectiveness of the Board, Audit Committee, Remuneration Committee and the individual performance of each Director. The outcomes of performance will be described in the Company’s annual report and accounts. The Board considers that the corporate governance policies it has currently in place for Board performance reviews are commensurate with the Company’s size and development stage. 

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture 

GenIP believes that its remuneration structure for executives and senior managers is appropriate for a company of its size and current development stage. The Company encourages employees’ interests to be aligned with all Shareholders through it’s the awarding of options, which board members and senior management participate in. 

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with Shareholders and other key stakeholders 

Responses to the principles of the QCA Code and the information will be contained in GenIP’s annual report and accounts going forward as well as on its website, providing details to all stakeholders on how the Company will be governed. The Board is of the view that the Company’s annual report and accounts as well as its half year report are key communication channels through which progress in meeting the Company’s objectives and updating its strategic targets can be given to Shareholders following Admission. Additionally, the Board will use the AGMs as a mechanism to engage directly with Shareholders, to give information and receive feedback about the Company and its progress. 

The Audit Committee 

The Audit Committee is comprised of Dr. David Gann CBE (as Chairman), Lord David Willetts who are both non-executive directors, and Kevin Fitzpatrick (Chief Financial Officer). 

Appointments to the Audit Committee shall be for a period of up to three years, which may be extended for up to two additional three-year periods, provided the directors meet the criteria for membership of the Audit Committee. 

The Audit Committee is primarily responsible for reviewing and overseeing the relationship with the external auditors, including making recommendations to the Board on the appointment of the Company’s external auditors and their remuneration, and ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will review and approve the annual internal audit plans, receive reports on the results of the internal auditor’s work and will review the actions taken by management to implement the internal audit recommendations. The Audit Committee will also consider, manage and report on the risks associated with the Company and ensure that the Company complies with the AIM Rules for Companies and UK MAR in relation to the disclosure of inside information. 

The Remuneration Committee 

The Remuneration Committee comprises of Dr. David Gann CBE (as Chairman) and Lord David Willetts, who are both non-executive directors. Appointments by the Board to the Remuneration Committee shall be for periods of up to three years, which may be extended for no more than two additional three-year periods provided the members continue to be independent. 

The Remuneration Committee will meet at least once a year and is responsible for making recommendations to the Board and monitoring the level and structure of remuneration (including pension rights and compensation payments) for senior management (including the executive Directors) ensuring that the Company can recruit and retain executive directors, officers and other key employees who are fairly rewarded (which extends to all aspects of remuneration) for their individual contribution to the overall performance of the Company. Each member of the Remuneration Committee shall have one vote, which may be cast on matters considered at a meeting.

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