Overview

450 plc (450, We, or the Company/Group as the context requires) has elected to adopt the Quoted Companies Alliance (“QCA”) Corporate Governance Code (“QCA Code” or the “Code”). The Company notes that in November 2023, the QCA issued a revised Code which applied to the Company for the financial period ended 30 June 2025.

This report follows the structure of these guidelines and explains how the guidance has been applied. The Company reviews the application of the Code on an annual basis. 

The Directors recognise the importance of sound corporate governance commensurate with the size and current nature of the Company and the interests of shareholders and remain committed to continuing to progress the corporate governance arrangements of the Company as the business further evolves.

The Company is led by its Chair Waheed Alli, Independent Non-Executive Director Sanjeev Gandhi, Director James Corsellis and Non-Executive Director Tom Basset, who are highly experienced and knowledgeable and are considered to be best placed to lead the Company at this particular time as the Company pursues the identification and execution of its platform acquisition and the appointment of management partners.

The biographies of the Directors are detailed here. The Company’s Chair has responsibility for leading the Board effectively and overseeing the Company’s corporate governance model. The below sets out in broad terms how the Company complies with the QCA Code and explains the areas of non-compliance where relevant.

QCA Principles

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

The Company was established to provide shareholders with attractive total returns achieved through capital appreciation. The Directors believe that opportunities exist to create significant value for shareholders through properly executed, acquisition-led strategies arising within the traditional and digital creative industries encompassing the content media and technology sectors. Details of the Company’s investment policy can be found here.

The Company’s most recent financial statements which can be found here , provide further detail on the key challenges faced by the Company in achieving its strategy and long-term goals as well as steps the Board takes to mitigate these risks.

Principle 2: Promote a corporate culture that is based on ethical values and behaviours

The Board promotes a dynamic, agile, entrepreneurial, and transparent culture, which aligns with the Company’s strategy. The recruitment of highly skilled, adaptable, driven and experienced Directors is fundamental to executing the Company’s strategy. The Board therefore fosters a forum whereby openness, constructive challenge and innovation are actively encouraged.

The Company is small, and as at the date of this report consists of four Directors. The Company’s culture is therefore set by the Board and demonstrated through Board interaction. The Chair in his role of leading the Board, managing Board meetings and encouraging constructive challenge between Board members is central to setting the tone from the top.

Once additional Directors are appointed, a Board effectiveness review will be the key method through which the Company’s culture is monitored and reviewed.

Principle 3: Seek to understand and meet shareholder needs and expectations.

The Board is always available for communication with shareholders. The Directors are responsible for shareholder liaison and are committed to maintaining an open dialogue and engaging in constructive conversations with both current and potential shareholders. The Board stays informed of shareholders’ views via regular meetings and also the Annual General Meeting (AGM), which provides an opportunity to meet, listen and present to shareholders. The Company is open to receiving direct feedback from shareholders and will act where appropriate.

The Company also seeks to provide effective communication with shareholders through periodic financial reports, along with Regulatory News Service announcements and other communications through the Company’s NOMAD.

Principle 4: Take into account wider stakeholder and social responsibilities and their implications on long term success.

The Directors are aware of the importance of considering the Company’s impact on its wider stakeholders and the benefits of taking into account the Company’s social responsibilities. The Company does not currently hold an operating business and, until it does, has a very limited number of external stakeholders given that it has no customers and its suppliers are primarily professional advisers.

The 2023 Code requires businesses to provide detail on their social and environmental impact in their Annual Report, namely:

• Providing appropriate quantitative and qualitative reporting of a company’s environmental and social matters to meet investor needs and expectations.
• Describe the environmental and social issues that the board has identified as being material to the company with reference to its purpose, strategy, and business model. Set out any relevant associated KPIs that are used for tracking performance on such matters and, where relevant, key forward-looking targets that have been established.
• Explain the company’s governance around climate-related risks and opportunities; the process for identifying, assessing and managing climate-related risks and how these processes are integrated into the company’s overall risk management framework.

The Company is a cash shell and has not yet acquired an operating business and the Company does not have any employees. As such, the Company has very limited environmental and social impact and therefore has not included quantitative and qualitative reporting in the Annual Report, nor are there any environmental and social issues that are considered material to the Company’s operations.

The Group will consider social and environmental issues as well as climate related risks and opportunities as part of the acquisition process and post completion of an acquisition, environmental and social reporting will evolve and be expanded upon.

The Company has a Whistleblowing Policy in place to discourage illegal activity and unethical business conduct, thus ensuring the protection of its directors. The Company offers equal opportunities regardless of race, gender, gender identity or reassignment, age, disability, religion of sexual orientation.

Principle 5: Embedded effective risk management, considering both opportunities and threats throughout the organisation.

The Company’s most recent financial statements, available here, set out the principal risks and associated mitigating factors considered to have the greatest potential impact on the business at the date the financial statements were published. 

The Board is responsible for establishing and maintaining the Company’s systems for both risk management and internal controls and reviewing the effectiveness of both. Internal control systems are designed to meet the needs of the Company and Group and the specific risks to which it is exposed. The procedures are designed to manage rather than eliminate risk and, by their nature, can only provide reasonable but not absolute assurance against material misstatement or loss.

The role of reviewing and challenging the risk identification and risk management process across the business including the risks in connection with a potential acquisition has been delegated to the Audit and Risk Committee. On at least an annual basis (or more frequently should the activities of the business require), the Audit and Risk Committee formally reviews the risk register and considers whether any updates to the relevant risks or their mitigation is required.

The Group does not have a separate internal audit function as the Board does not feel this is necessary due to the current size of the business and the simplicity and low volume of transactions, coupled with the nature and the extent of internal controls and Board oversight and involvement.

The Group has a formal and informal risk management process. The size of the Board and the frequency in which they interact ensures that identified risks are communicated both formally, upon review and consideration of the risk register, and informally in regular conversations between Directors on business operations and strategic progress. 

The Board considers the effectiveness of its risk management processes, procedures and internal control systems through its monthly review and challenge of the financial information prepared for the Group, discussion of the quarterly information presented at formal board meetings, and consideration of the audit findings memorandum prepared by the Auditor in respect of the audit of the annual financial statements.

Principle 6: Maintain the board as a well-functioning, balanced team led by the chair

The QCA Code requires a balance between executive and non-executive Directors and at least two independent non-executive Directors to be in place and that key committees, in particular the audit committee and remuneration committee, should comprise at least a majority of independent NEDs and ideally aim for full independence. In addition, the QCA Code requires that Companies consider whether it is appropriate to have a senior independent director (“SID”). The Company deviates from the QCA Code in this respect, as only Sanjeev Gandhi is considered independent, with Waheed Alli, James Corsellis and Tom Basset being beneficially interested in the Incentive Shares. 

The Board believes that the Board and committee composition is appropriate for the Company’s current operations and provides an appropriate mix of experience, expertise, and skills to support the business of the Group in its current form as is discussed further below. The Board remains committed to reviewing its composition to ensure it remains appropriate as the Company’s operations evolve.

The Board remains committed to reviewing its composition to ensure it remains appropriate as the Company’s operations evolve.

In pursuit of the Company’s investment policy, the Company may either seek to recruit sector-leading executive management in advance of an acquisition, or alternatively may consider identifying acquisition opportunities with impressive incumbent management teams that require a catalyst to unlock growth.

A schedule of meetings of the Board and its Committees, together with the attendance record of each director for the financial year ended 30 June 2025 is set out in the Corporate Governance Report of the latest financial statements. The Directors’ service contracts set out the time commitment each Director must devote to the Company. Waheed Alli, James Corsellis, Tom Basset and Sanjeev Gandhi are to devote the time necessary to ensure the proper performance of their duties.

The Board meets formally at least four times a year but also often meets additionally on an ad hoc basis where necessary. Meetings are prepared for using a standing agenda which is updated to incorporate all relevant ad hoc business or matters of interest. The Board is presented with papers from management to support its discussions including financial information, shareholder analysis and investor relations, subsidiary management reporting and details of acquisition targets and deal progress.

Matters reserved for the Board are found here.

The Board has established two committees, an Audit and Risk Committee and Nomination and Remuneration Committee. The Committees are both chaired by Sanjeev Gandhi with Waheed Alli and James Corsellis as members. The terms of reference for the Committees are available here:

Audit and Risk Committee Terms of Reference

Nomination and Remuneration Committee Terms of Reference

At the point any additional board members are appointed, the Committee compositions will be revisited.

Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

The Board have a wealth of knowledge and experience and the Directors Bios detail the experience and expertise that each Director brings to the Company.

The Directors ensure that they regularly receive high quality information including financial and operational reports from their advisers. 

The Board considers and reviews the requirement for continued professional development. The Board undertakes to ensure that the Directors are made aware of developments in corporate governance and are kept up to date with changes in the regulatory framework, as well as remaining knowledgeable of any industry specific updates. The Company Secretary, Nomad and specialist external advisers all serve to strengthen this development by providing guidance and updates as required.

The Board comprises individuals that collectively have the experience within the sectoral focus, but also the expertise through many years of experience in identifying, executing and developing businesses. Waheed, Sanjeev and James have held a number of previous senior positions across the media, technology, consumer, retail, investment management and social impact sectors, and all Directors have extensive experience in identifying, pursuing and executing acquisition opportunities. As a Board, it is believed that they collectively provide the Company with the necessary mix of experience, skills and personal qualities required to deliver on the Company’s strategy.

Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The QCA Code states that companies should have in place a board evaluation process based on clear and relevant objectives. The Directors consider that the board is not yet of a sufficient size for a full board evaluation to make commercial and practical sense. During the 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 and specialist external advisers remain on hand to provide impartial advice. As the Company grows, it intends to expand the composition of the Board and, with this expansion, intends to establish a formal board effectiveness review.

Succession planning recommendations are made by the Board as a whole.

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

The Company has set out its remuneration policy within its financial statements. The remuneration philosophy of the Company is that executive remuneration should be aligned with the long-term interest of the shareholders. The Company also believes that remuneration should be proportionate, transparent, performance based, encourage sustainable value creation and support the delivery of the business strategy by attracting the highest calibre personnel. This philosophy is reflected in our remuneration structure.

The Board feels very strongly that the Directors' remuneration should be linked to the creation and delivery of attractive returns to shareholders. Although the Board feels it is important to remunerate senior executives through their basic pay and benefits at market levels commensurate with their peers, the Company also has in place its Long-Term Incentive Plan (“LTIP”) to provide an incentive that is aligned with shareholders’ interests. The general principles of the LTIP are to be proportionate, transparent, performance based and to encourage sustainable value creation. Further information is set out in the Nomination and Remuneration Report in the financial statements.

The Code expects that where a company is not mandated to put their remuneration report to a binding vote, that the company should put the remuneration report to an advisory vote. The Directors believe that the remuneration package for Directors is clear and transparent, with the long term incentive plan being entirely aligned with shareholder value creation. Two of the Company’s four Directors, James Corsellis and Tom Basset, are partners of MIM LLP, the manager of the c.95% shareholder in the Company. Both James Corsellis and Tom Basset are also indirectly beneficially interested in the incentive shares of the Company. Accordingly, the Company has elected not to put the remuneration report to an advisory vote at this time.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board is always available for communication with shareholders and the Directors frequently engage constructively with current and potential shareholders. All shareholders have the opportunity, and are encouraged, to attend and vote at the AGM during which the Board will be available to discuss issues affecting the Company. The Board stays informed of shareholders’ views via regular meetings and other communications its members have with shareholders and through its NOMAD.

The latest corporate documentation can be found here.

The Audit and Risk Committee and Nomination and Remuneration Committee were established on 1 October 2018. The Audit and Risk Committee and Nomination and Remuneration Committee reports for the period ended 30 June 2025 can be found in the financial statements.

The Company has published its voting results from its 2025 AGM and these are available here. The Board maintains that, if there is a resolution passed at a General Meeting with 20% votes against, the Company will seek to understand the reason for the result and, where appropriate, take suitable action.