Corporate Governance

The Smarter Web Company has decided to adopt the Quoted Companies Alliance Corporate Governance (QCA Code). This statement follows the structure of these guidelines and explains how we have applied the guidance. The Board considers that The Smarter Web Company complies with the QCA Code so far as it is practicable.

Principle 1. Establish a strategy and business model which promotes long-term value for shareholders

The Smarter Web Company was founded in 2009 and operated as a private limited company. In 2025 the company reached a significant milestone when it successfully listed its' share capital on AQUIS, a regulated UK stock exchange, through the reverse takeover (RTO) of a business originally founded in 1907. The Smarter Web Company has a clearly defined startegy available for all stakeholders to view online.

Principle 2. Seek to understand and meet shareholder needs and expectations

The Smarter Web Company places a great deal of importance on communication and is committed to establishing constructive relationships with investors and potential investors in order to assist in developing an understanding of the views of shareholders. The Smarter Web Company aims to keep shareholders updated with financial performance and strategy information. This is accomplished through RNS updates and information on this website.

The Smarter Web Company is committed to maintaining a healthy dialogue with all of its shareholders to enable shareholders to come to informed decisions. This is achieved through formal meetings such as the AGM, which typically provides an opportunity to meet, listen and present to shareholders and shareholders are encouraged to attend. The Smarter Web Company is open to receiving feedback from key stakeholders and will take action where appropriate. The key contact for shareholder liaison is Andrew Webley, the CEO, who meets with shareholders as and when requested.

Principle 3. Take into account wider stakeholder and social responsibilities and their implications for long term success

The Smarter Web Company understands that the long-term success of the business is dependent on the unwavering support of our shareholders, employees, contractors and the clients whom we serve. We believe stakeholder input is vital to the success of our business and we strive to ensure that the voice of each stakeholder group is heard.

We gather feedback from our stakeholders and we place a significant emphasis on considering the needs and priorities of each stakeholder group as part of all decision-making. By consistently engaging with our stakeholders, we can ensure that we are aligned with their interests and we can make informed decisions.

Principle 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Smarter Web Company believes that strong systems and controls are essential for effectively managing and addressing both challenges and opportunities. With a small team, The Smarter Web Company has implemented systems and controls that are appropriately scaled to match the size and scope of the business. These measures are designed to provide a solid foundation for managing risks effectively while maintaining the flexibility needed to capitalise on opportunities for future growth.

Principle 5. Maintain the Board as a well-functioning, balanced team led by the chair

The Smarter Web Company has four directors who make up the Board. Sean Wade, Andrew Webley, Tyler Evans and Mario Visconti. Each director has the appropriate experience and skills to fulfil their role and you can read their biographies here. Decision making at The Smarter Web Company is not controlled by one person and Sean Wade leads the Board whilst Andrew Webley leads the executive decisions within the business. Regular board meetings are held throughout the year.

Principle 6. Ensure that, between them, the directors have the necessary up-to-date experience, skills and capabilities

Each director has the appropriate experience and skills to fulfil their role and where required independent specialist external advice is sought.

Principle 7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Directors consider that the Company and Board are not yet of sufficient size for a full Board evaluation to make commercial and practical sense. Therefore, the Board accepts that the Company does not comply with this aspect of the QCA Code, although in frequent Board meetings and calls, the Directors can discuss any areas where they feel a change would be beneficial for the Company and the Company Secretary remains on hand to provide impartial advice.

Principle 8. Promote a corporate culture that is based on ethical values and behaviours

The Board is committed to fostering a forward-thinking culture throughout The Smarter Web Company. Open and respectful communication with all is central to everything. Upholding strong ethical standards and behaviours is viewed as essential for achieving the Company’s corporate goals. The Board prioritises this ethos and ensures it is reflected in all aspects of the Company’s activities.

The Directors believe that The Smarter Web Company currently maintains an open culture that promotes thorough dialogue, encourages feedback and allows for constructive and positive challenges. Additionally, the Company has implemented a Share Dealing Code for Directors and relevant employees.

Principle 9. Maintain governance structures and processes that are fit for purpose and support good decision making by the Board

The Board is committed to, and is ultimately responsible for, high standards of corporate governance. The Board reviews the Company’s corporate governance arrangements regularly and expect to evolve these over time, in line with the Company’s growth. The Board delegates responsibilities to its Committees and individual members as it sees fit.

Principle 10. Communicate how the Company is governed and is performing by maintaining dialogue with shareholders and other relevant stakeholders

The Board is committed to maintaining effective communication and having constructive dialogue with its shareholders and other relevant stakeholders.

The Smarter Web Company intends to have ongoing relationships with both its private and institutional shareholders (through meetings and presentations) and for them to have the opportunity to discuss issues and provide feedback at meetings with the Company.

All shareholders are encouraged to attend the Company’s Annual General Meeting. In addition, Andrew Webley, CEO, is also available for any shareholder questions and can be contacted through this website.