QCA Code Principles

Principle 1: Establish a strategy and business model which promote long-term value for shareholders
The 2024 Annual Report incorporates an explanation of the Bango strategy and business model. A copy may be accessed via Results and Reports.
Principle 2: Seeks to understand and meet shareholder needs and expectations
The Board recognizes the importance of regular and effective communication with shareholders. The primary forms of communication are:
Information provided on this Bango Investor website.
The annual statutory financial reports, non-audited interim report and associated investor and analyst presentations and reports.
Announcements relating to trading or business updates released to the London Stock Exchange.
The Annual General Meeting which provides shareholders with an opportunity to meet the Board of Directors and to ask questions relating to the business.
Strategy or Capital Markets days are typically held every 18 months. All shareholders are welcome to attend strategy days, at which members of the Bango present the Bango strategy and are available to take questions from, and communicate with, shareholders face to face. Details of the next strategy day will be made available at https://bangoinvestor.com/ and by RNS.
All statutory financial reports, as well as accompanying presentations are published on the Results and Reports web page and are made available on a timely basis.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long term success
See the following sections in the 2024 Annual Report: Environment on pages 22-24, Social on pages 25-26 and Section 172 on pages 30-33
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
See the following sections in the 2024 Annual Report: Audit & Risk Committee Report on pages 52-54 and Principal Risks & Uncertainties on pages 38-40
Principle 5: Maintain the board as a well-functioning, balanced team led by the chair
Further information relating to the composition and functioning of the Board may be found within the Directors Report and Corporate Governance sections of the 2024 Annual Report.
Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
Further information relating to the experience, skills and capabilities of the Board may be found within the Corporate Governance section of the 2024 Annual Report.
Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board strives to be strong and effective, individually and collectively, and the correct mix of skills and experience is of crucial importance in achieving this.
An annual appraisal system is in place for all employees, including the Executive Directors. The performance of the Executive Directors is monitored as outlined above – refer to the disclosures against Principle 5.
Executive remuneration incorporates performance-related elements to align their interests with those of Bango shareholders. These performance-related elements are set as a significant proportion of total remuneration, to incentivize, and to reward success.
Non-Executive Director performance is overseen by the Senior Independent Director in consultation with the Executive Directors. The Chair’s performance is reviewed by the Senior Independent Director in consultation with all the Directors. The Non-Executive Directors' value and input to Bango is monitored to ensure they are actively contributing to Bango achieving its strategic and financial objectives.
The performance of the whole Board is evaluated continuously. The Board believes changes or actions that are identified through this process should be actioned immediately, instead of waiting for an annual or bi-annual review. The composition and performance of the Board is reviewed regularly against a “skills matrix” that highlights the contributions of current Board members, and areas where the Board might benefit from additional support.
The Nomination Committee is responsible for overseeing and monitoring Board member performance. Details of the responsibilities of the Nomination Committee are set out in the Nomination Committee Report on page 55, and in its Terms of Reference, which are also available on request from the Company Secretary. An overview of the activities of the Nomination Committee in 2024 are set out in the Nomination Committee Report.
Further detail on Board performance may also be found in the AIM Rule 26 section of the Bango investor website.
Principle 8: Promote a corporate culture that is based on ethical values and behaviors
Bango has a strong corporate culture which is consistent with its objectives, strategy and business model. The Bango THRIVE values set out the core values that Bango aspires to.
Compliance with Bango policies and the THRIVE values is actively monitored by senior management and implementation is overseen by the Board. Management reports are scrutinized at the monthly Board meetings. In addition, key management personnel are invited to present at Board meetings on specific areas of focus, or when key issues of concern arise. As highlighted in the Social section of the 2024 Annual Report on pages 25-26, employee engagement surveys, which cover all aspects of the business, are conducted annually by an external human resources specialist, and their results reported to the Board. Where suggestions for improvement or concerns are raised, these are followed up by management who are accountable to the Board for implementation.
Corporate culture has Board-level visibility and involvement. Board members have open access to people and information across Bango, and employees themselves have direct, open access to Board members.
Further detail on Bango corporate culture and how it works in practice, including information on employee engagement, diversity and inclusion, can be found within the Sustainability section of the 2024 Annual Report on pages 25-26 as well as the AIM Rule 26 section of the Bango investor website. All these measures contribute towards minimizing risk and uncertainty.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision making by the Board
The disclosures against Principle 5 above describe the governance structures and processes implemented and how these support good decision making by the Board. These disclosures should be read in conjunction with the Remuneration, Audit and Risk and Nomination Committee Reports, located on the Corporate Governance section of our website, and on pages 56-64, 52-54 and 55 of the 2024 Annual Report.
At least once every year, the Board formally reviews corporate governance structures and practice, to ensure that Bango has robust systems and procedures in place, underpinned by a strong corporate culture and customer-focused ethos. In addition to the Board structures and processes described elsewhere in this Annual Report, the Board and all Committees maintain annual calendars, ensuring that all governance requirements, including the review of policies and controls, are reviewed and updated regularly at Board level, ensuring best practice and continued compliance.
The Board is confident that existing governance arrangements are fit for purpose and meet the interests of Bango and its stakeholders.
Further detail on governance structures and processes may also be found in the AIM Rule 26 section of the Bango investor website.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The disclosures against Principle 2 above explain the manner in which Bango maintains an ongoing dialogue with its shareholders, and the Section 172 section on pages 30-33 of the 2024 Annual Report provides greater detail on Bango’s relationship with wider stakeholders.
The various Committee reports provide an overview of the role and responsibilities of, and work undertaken by, each of the Board sub-Committees within 2024:
Audit & Risk Committee – pages 52 - 54
Nomination Committee – page 55
Remuneration Committee - pages 56
AGM voting details are published annually on the Results and Reports page, which also includes historic annual reports and other governance related materials.