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SECTION 1
Principles, Structure & Decision-Making
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Charge Holdings Ltd adopts governance principles designed to support:
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1. Strategic Alignment
All group companies operate according to a unified strategy approved by the HoldCo Board. Subsidiaries contribute operational capability; HoldCo provides direction, oversight, capital allocation and risk control.
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2. Accountability & Transparency
Clear responsibilities, defined authority levels, accurate reporting, and strong internal controls ensure informed decision-making at every level.
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3. Engineering & Product Discipline
As an automotive manufacturer, our governance must embed: Safety, Quality, Compliance, Technical risk oversight, and Programme milestone discipline. This is embedded through the Product & Engineering Committee (PEC).
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4. Financial Stewardship
Group financial processes must ensure: Responsible capital allocation, Protecting shareholder value, Strong treasury and reporting controls, Accurate and timely consolidation, and Audit and due diligence readiness.
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5. Ethical & Legal Compliance
We commit to best-practice standards across: Conduct and ethics, Anti-bribery, Anti-slavery, Related party transactions, Whistleblowing, Data protection, and Product safety and regulatory compliance.
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6. Scalable Governance
The framework must support: Rapid growth, International expansion, Increasingly complex supply chains, New product lines, and Institutional capital requirements.
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Charge Holdings Ltd operates a multi-brand, multi-jurisdictional automotive group, with governance arranged into three layers:
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Layer 1 - HoldCo (Charge Holdings Ltd)
The strategic, financial, and governance centre of the group
HoldCo is responsible for: Group strategy, Capital allocation, Equity participation schemes (LTIP, Shadow Shares, employee awards), Governance & committees, Policies and frameworks, Risk oversight, Group reporting and performance management, Approving major contracts, investments, and capex, Approving intercompany loans, funding structures, and dividend flows, and Ensuring safety, legal and regulatory compliance frameworks are in place.
All subsidiaries operate under delegated authority from HoldCo.
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Layer 2 - Subsidiaries (UK, US, UAE)
Operational delivery units within the group structure
Each subsidiary: Focuses on engineering, production, sales, distribution, or regional operations, Must comply with HoldCo governance and reporting standards, Must operate within delegated authority limits (see DOA Matrix), Must escalate material risks, legal issues, or deviations to HoldCo, Must follow brand, safety, compliance and product standards, Has a board of directors (formal statutory requirement), and Does not set independent strategy — strategy is set by HoldCo.
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Layer 3 - Group Committees
1. Remuneration Committee (RemCo) - Oversees executive compensation, Equity Participation Scheme, LTIP performance, Shadow Share governance, Valuation oversight, Leaver decisions, and Executive reviews.
2. Audit & Risk Committee - Oversees financial reporting integrity, Treasury & banking controls, Audit preparation, Risk management framework, Legal & regulatory compliance, and Internal controls.
3. Product & Engineering Committee (PEC) - Oversees engineering programmes, Programme milestones, Regulatory compliance & homologation, Product safety risk, Supplier technical oversight, and Production readiness gates.
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Level 1 - HoldCo Board
Ultimate authority, Strategic decision-making, Risk ownership, Approves schemes, budgets, investments
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Level 2 - Committees
Specialist oversight, Operational governance, Performance verification, Risk escalation
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Level 3 - Executives
CEO leads management, Executes strategy, Manages teams, Reports quarterly
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