Board Governance

Composition, Responsibilities & Reserved Matters

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2.1 Role of the Board

The Board of Directors of Charge Holdings Ltd is responsible for providing:

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Strategic Leadership

Setting the long-term direction of the Group

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Oversight & Accountability

Ensuring operations and controls are effective

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Governance

Maintaining robust systems of control

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Performance Review

Monitoring executive performance

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Risk Stewardship

Challenging approach to risk

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Shareholder Protection

Acting in shareholders' best interests

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Current Structure

Four shareholder-directors
No non-executive directors (NEDs) at present
Governance designed to function effectively with an all-shareholder board
Directors must recuse themselves from decisions affecting their own LTIP or remuneration </aside>

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Future Evolution

Independent NEDs will be introduced within 12–18 months
Committees (RemCo, Audit & Risk, PEC) will progressively integrate NED leadership
Independence standards will increase as institutional investment grows </aside>