Corporate Governance
The Board is accountable to the Group’s shareholders for attaining a high standard of corporate governance.
Corporate Governance Statement
As required by the AIM Rules, the Board has adopted the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code allows companies to state how they have applied the principles of the QCA Code, on a ‘apply or explain’ basis affording flexibility to adopt practices that apply to their particular circumstances and explain why other practices are not appropriate. An updated QCA Code was published in 2023 and the Board will report against the updated code in the 2026 Annual Report and Accounts.
The Directors recognise the importance of good corporate governance, commensurate with the Company’s size, stage growth and nature of its activities. The Board is responsible for overseeing the Company’s management strategic direction and ensuring that the business acts in the best interests of its shareholders and stakeholders. Our corporate governance processes are designed to ensure control and reduce risk, generate long-term value and deliver against our objectives.
The QCA code identifies 10 principles that well governed businesses should follow. Please refer to The Principles of the Quoted Company Alliance (QCA) Code section below which addresses each in turn and how the Company sets out to apply these. The section refers to the Report and Accounts of the year ended 31 December 2024, which can be found in Reports, Results & Presentations. To see how the Company addresses the key governance principles defined in the QCA Code please refer to the below table.
Further information on compliance with the QCA Code will be provided in our next annual report.
Paul McGreevy, Non-Executive Chair
This disclosure was last reviewed and updated on 21st November 2025.
Board Committees
The Board has established an Audit and Risk Committee, a Nomination Committee and a Remuneration Committee with written terms of delegated responsibilities for each.
The Audit and Risk Committee
The Audit and Risk Committee is chaired by Mark Adams. The other members of the Committee are Carl Dempsey, Paul McGreevy and Daniel Wells. The Committee has responsibility for considering all matters relating to financial controls and reporting, internal and external audits, the scope and results of the audits, the independence and objectivity of the auditor and keeping under review the effectiveness of the Company’s internal controls and risk management. The Audit and Risk Committee is expected to meet at least twice a year.
The Remuneration Committee
The Remuneration Committee is chaired by Carl Dempsey and the other members are Mark Adams, Paul McGreevy and Jerry Randall. The Committee has responsibility for making recommendations to the Board on the Company’s policy for remuneration of Senior Executives, for reviewing the performance of Executive Directors and senior management and for determining, within agreed terms of reference, specific remuneration packages for each of the Executive Directors and members of senior management, including pensions rights, any compensation payments and the implementation of executive incentive schemes. The Remuneration Committee meets at least once a year. Further details of Directors’ remuneration are disclosed in the Directors’ Remuneration Report.
The Nomination Committee
The Nomination Committee is chaired by Paul McGreevy with Carl Dempsey, Mark Adams and Jerry Randall as the other members of the Committee. The Committee has responsibility for considering the size, structure and composition of the Board, and the retirement and appointment of Directors, and will make appropriate recommendations to the Board about these matters. The Nomination Committee is expected to meet at least once a year.
Constitutional Documents
The Principles of the Quoted Company Alliance (QCA) Code
Deliver growth
1. Establish a purpose, strategy and business model which promote long-term value for shareholders
What we do and why
Venture life Group’s strategy is explained fully within our Strategic Report section on page 25 of our Report and Accounts for the year ended 31 December 2024.
Our strategy is focused around five key areas:
- Acquiring & transforming power brands with a clear runway for profitable growth Number 1 brand & category mindset
- Omnichannel go to market strategy tailored to where shoppers shop & how they buy
- Integrated digital capabilities with advanced AI & robust data to drive insights
- Winning ways of working: Core entrepreneurial competencies
The principal risks and uncertainties to the business and how these are mitigated are detailed on pages 38 to 42 of our Report and Accounts for the year ended 31 December 2024.
2. Promote a corporate culture that is based on ethical values and behaviours
What we do and why
The Company’s values and culture are set out in the Annual Report. The Board is committed to employee engagement to ensure that the Company’s culture and expected ways of working are embedded in the organization.
The Board has also adopted the following policies to ensure employees are aligned with the ethical values and behaviours expected by the Board:
- Anti-Corruption and Bribery Policy
- Anti-slavery and human trafficking Policy
- Whistleblowing Policy
3. Seek to understand and meet shareholder needs and expectations
What we do and why
Venture Life encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The CEO and CFO talk regularly with the Group’s major shareholders and ensures that their views are communicated fully to the Board.
The Board recognises the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.
The Company’s website has details of how shareholders and other parties may contact the Company (link to contact page).
Where voting decisions are not in line with the Board’s expectations the Board will engage with those shareholders to understand and address any issues. The Company Secretary is the main point of contact for such matters.
4. Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success.
What we do and why
The Board oversees the Company’s ESG framework. Reducing our impact on the environment is a key goal for the Group, specifically reducing our carbon footprint and building our 2050 net zero plan. Please refer to page 30 for more information on the Company’s approach to ESG and page 43 for who the Board has identified to be key stakeholders and how the Directors have regard to their interests when acting in ways they consider to be most likely to promote the success of the Company.
Maintain a dynamic management framework
5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation.
What we do and why
The Board periodically reviews the principal risks and uncertainties of the Group. The business functions regularly update the principal risks to reflect current threats and opportunities, noting whether the risk level is increasing or decreasing. The Risk Management section on pages 38 to 42 of our Report and Accounts details the principal risks to the business and how these are mitigated.
6. Establish and maintain the Board as a well-functioning, balanced team led by the Chair
What we do and why
The Board is led by the Chair, Paul McGreevy and comprises a mix of executive and non-executive directors ensuring a range of skills, experience and independent perspectives. The Board receives regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. All Directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in the furtherance of the duties, if necessary, at the company’s expense.
The Board has a formal schedule of matters reserved to it and is supported by the Audit, Remuneration and Nomination Committee. The Schedule of Matters Reserved and Committee Terms of Reference are available on the Company’s website and can be accessed on the Directors & Committees page of this website.
Board biographies and division of responsibilities can be found of pages 50 – 52 of the Annual Report.
7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
What we do and why
The Board is entrusted with the task of steering the Group and ensuring the implementation of a robust and solid governance framework, which continues to evolve with the growth of the business. The Board collectively possesses a broad range of skills, knowledge and experience appropriate to the Company’s operations and strategy. The Nomination Committee is responsible for ensuring the Board maintains the appropriate balance of skills and knowledge.
8. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
What we do and why
The Chair is accessible to all members of the Board and encourages two-way open dialogue both within and outside of formal meetings for directors to share views and feedback. The Company Secretary will conduct an internally facilitated review of the performance of the Board and Committees.
9. Establish a remuneration policy which is supportive of long-term value creation and the company's purpose, strategy and culture
What we do and why
The Board has approved a remuneration policy in 2025 and details of which will be reported in the 2026 Annual Report.
Build trust
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
What we do and why
Venture Life Group encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The CEO and CFO talk regularly with the Group’s major shareholders and ensure that their views are communicated fully to the Board.
The Board recognises the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.