CORPORATE GOVERNANCE REPORT CONTINUED
Composition, succession and evaluation
The Company confirms that, both as at 31 March 2026 and as at the date of this Annual Report and Accounts, it meets the targets on board diversity specified in Listing Rules 6.6.6(9) and 14.3.30(1), save for the requirement for 40% of the Board to be women (currently 33%). The reason for not meeting that target is as follows. As explained in our Board Diversity Policy (which can be found on our website at www.discoverieplc. com/sustainability/company-policies), the Company is committed to maintaining a diverse Board that is appropriate for the size and nature of the Group and, at present, it has been determined that this is met by maintaining a Board of six Directors, comprising two Executive Directors and four independent Non-Executive Directors. All of the current Directors of the Board provide a valuable contribution to the success of the Group, and it would be inappropriate to either seek to remove one of the current male Directors and replace them with a female Director, or to maintain a larger Board, simply to enable the Company to confirm compliance with
this requirement. The current composition of the Board has been considered as appropriate and in the best interests of all stakeholders. If it is determined in future that a Board of seven or more members is appropriate, we would target maintaining a minimum 40% female board representation. Re-election In accordance with the Code, all Directors stand for re-election annually at each Annual General Meeting. Board Performance Review In accordance with the Code, the Board and each of its Committees undertake a review each financial year. During the year ended 31 March 2026, the Company engaged Gould Consulting to lead an externally-facilitated review of the Board and its Committees. The Company has no other relationship with Gould Consulting. An externally-facilitated review will be conducted at least every three years.
Current composition The biographies of the current members of the Board are set out on pages 88 and 89. Work of the Nomination Committee The Nomination Committee Report, which can be found on pages 110 and 111, describes the work of the Nomination Committee in ensuring that the Board continues to have the right mix of skills, knowledge and experience, and the process for ensuring that there is an effective process in place for succession planning. Independence The independence of the Non-Executive Directors is reviewed annually. The Board considers that the Non-Executive Directors bring strong, independent oversight and continue to demonstrate independence. The Board recognises the recommended term for Non-Executive Directors as set out in the Code and is mindful of the need for suitable succession. Celia Baxter is the Senior Independent Director and is available to Shareholders should they have concerns that cannot be resolved through other channels.
Induction All new Directors receive induction training on joining the Board and are expected to regularly update and refresh their skills and knowledge, with the Company providing the necessary resources, as required. The induction programme includes meeting with the Group’s senior management and visits to key locations, as well as a comprehensive briefing pack. Board composition The composition of the Board, both as at 31 March 2026 and as at the date of this Annual Report and Accounts, is set out below: ■ The Board is 33% female ■ The Senior Independent Director (Celia Baxter) is female ■ The Board has one Director (Rosalind Kainyah) from a minority ethnic background discoverIE collects the data used for these purposes from members of the Board and Group Management Committee on a voluntary basis, with each person confirming their gender and ethnicity. The senior positions are defined as Chairman, Group Chief Executive (“CEO”), Group Finance Director (“CFO”) and Senior Independent Director (“SID”). The Group Management Committee is considered to be the Company’s executive management as defined by the Listing Rules.
A summary of the process and findings of the Board and Committee review are provided below.
Step 1 The external facilitator conducted individual interviews with four members of the Board to discuss a range of matters, including strategic priorities, culture, alignment and Board dynamics. This followed a review by the external facilitator of all Board papers in the previous 12 months, including the 2025 internal Board performance evaluation. Step 2 A bespoke online questionnaire assessing the performance of the Board and each of its Committees was then created by the external facilitator. This was circulated to all members of the Board and the respective Committees, along with regular internal and external attendees at meetings of the Board and each Committee. Responses to those questionnaires were submitted online to the external facilitator. Step 3 Two observers from the external facilitator attended a meeting of the Board and each Committee. Step 4 The external facilitator prepared a preliminary report, summarising the responses received to the questionnaires, and the observations made by the attendees at the Board and Committee meetings. That report was provided first to the Chairman for review, and then to the Company Secretary. A meeting was then held to discuss the report. Step 5 The external report was then finalised and circulated to all members of the Board. It was then discussed at the following Board meeting and actions for improvement decided upon.
Summary of the 2026 Board review Overall effectiveness and dynamics
The overall effectiveness of the Board and its dynamics were highly regarded. Interaction among and between Board members was rated highly, with there being a positive atmosphere and strong relationships, with healthy levels of debate and challenge. The external facilitator noted that Board performance outcomes in nearly all areas met or exceeded their proprietary FTSE benchmarks. Strategy, purpose and culture There was strong alignment on purpose and culture, reflecting in particular the decentralised nature of the Group and its long-term growth ambitions. The Group’s KSIs (see page 11 for more details) were viewed positively and provide transparent, objective performance metrics for external stakeholders. Board composition The composition of the Board was positively rated, with clarity over respective roles and responsibilities, and a strong contribution from all members of the Board. Succession plans were agreed as appropriate. Board’s expertise and knowledge The Board’s understanding of the Group, and of the views of major investors and other stakeholders was rated positively, and all members of the Board were especially keen to continue visits to our operating businesses to interact with staff directly (see page 93 for a summary of recent visits). It was agreed that it was important for external attendees to continue attending meetings to present on specialist topics, such as cyber risk and artificial intelligence. It was also agreed that it was important for leaders from the Group’s business units to attend Board meetings to ensure that the Board is kept sufficiently appraised of developments in those businesses and a schedule for the forthcoming year has been agreed. Management of meetings The management of meetings and the structure of the Committees, together with Board support, were appropriate. However, potential improvements were identified regarding the scheduling of certain items and the format and content of certain Board materials. Risk management The effectiveness with which the Board takes risk into account when making decisions was positively rated, including the operation of both the Audit & Risk Committee and the Sustainability Committee. The Group’s approach to risk is set out in the Risk Management section of this Annual Report on pages 74 to 78, and the Group’s approach to sustainability matters is described in the Sustainability Report on pages 42 to 73. The way in which recent and upcoming regulatory changes have been addressed was highly regarded.
Gender diversity
Number of senior positions on the board (CEO, CFO, SID and Chair)
Number of board members
Number in Executive Management
Percentage of Executive Management
Percentage of the board
Men
4 2 0
67% 33%
3
8 3 0
73% 27%
Women
1
Not specified / prefer not to say
0%
0
0%
Ethnic diversity
Number of senior positions on the board (CEO, CFO, SID and Chair)
Number of board members
Number in Executive Management
Percentage of Executive Management
Percentage of the board
White British or other White (including minority-white groups)
5 0 0
83%
4 0 0 0 0 0
8 0
73%
Mixed / Multiple Ethnic Groups
0% 0%
0%
Asian / Asian British
3
27%
Black / African / Caribbean / Black British Other ethnic group, including Arab Not specified / prefer not to say
1
17% 0% 0%
0 0 0
0% 0% 0%
0 0
100
101
discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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