CORPORATE GOVERNANCE REPORT CONTINUED
Board activities
Topic
Key activities, decisions and outcomes in FY 2025/26 Key priorities in FY 2026/27
Organisational capacity
Topic
Key activities, decisions and outcomes in FY 2025/26 Key priorities in FY 2026/27
■ Reviewed and approved proposed investments in additional manufacturing capacity at Noratel sites in both India and Norway ■ Monitored health and safety performance across the Group and, as a result of Board review, issued additional guidance to businesses on key risks or trends identified ■ Reviewed the Group’s funding arrangements and approved a renewal of the Group’s revolving credit facility (see page 83 for more details) ■ Received presentations by senior management on M&A strategy and determined the appropriate prioritisation of prospective targets and opportunities ■ Considered Board composition and succession plans, including agreeing to conduct a shareholder consultation on extending the term of the Chairman (see page 111 of the Nomination Committee Report for more details) ■ Undertook an externally facilitated review of the Board, its Committees and individual Directors (see page 101 of this Report for more details)
■ Continue to monitor health and safety performance across the Group ■ Consideration of the Group’s capacity as it continues to grow
Strategy
■ Reviewed and approved the acquisitions of Storm Interface and Trival Antene. The Board reviewed the due diligence undertaken, future plans and prospects for the acquired businesses, consideration of any associated risks, and expected financial returns. Both acquisitions completed and are now part of the Group ■ Reviewed the timing and implementation of the merger of our Stortech and Contour businesses (merger completed 1 April 2026) ■ Reviewed key strategic indicators (“KSIs”) ■ Reviewed and approved the growth targets and budget for FY2025/26 ■ Reviewed the Group’s approach to sustainability practices and reporting, as well as priorities and progress against targets. The Board’s guidance in helping determine our approach to changing regulatory requirements helped ensure that resources were appropriately allocated and the impact of those changes was minimised ■ Carried out a robust assessment and determined the Group’s principal and emerging risks (see pages 76 to 84) ■ Conducted a review of the Group’s cyber management framework and agreed appropriate priorities and resource allocation ■ Considered the Group’s exposure to climate-related and other ESG risks ■ Conducted a review of the Group’s Anti-Bribery Policy, and the Group’s Whistleblowing Policy, and approved updates to bring those Policies into line with latest guidance ■ Reviewed and approved changes to the Group’s Export Control Policy and associated framework ■ Reviewed internal audit reports and actions taken to address findings identified. The reviews undertaken helped management in its prioritisation and approach both for specific findings and to risk generally ■ Continued work in preparation for the coming into force of Provision 29 of the Corporate Governance Code 2024. This included strengthening documentation, testing and Board oversight of material controls (for more details see pages 74, 105 and 107) ■ Conducted a review of the Group’s most senior leadership team and ensured that appropriate succession plans are in place ■ Received a presentation from the Head of Tax and agreed the Group’s approach to tax matters ■ Updated the Terms of Reference for each of the Board’s Committees ■ Signed off and published the Group’s modern slavery statement ■ Engaged with institutional Shareholders, investors and other stakeholders throughout the year ■ Reviewed and approved the 2025 Annual Report
■ Consider acquisitions as identified and determine the appropriate course of action ■ Keep KSIs under review ■ Keep the Group’s dividend policy under review ■ Continue to focus on international growth in key markets, including expansion within North America
Board development
■ Focus on increasing diversity both for the Board and across the Group more generally
Risk and risk management
■ Review key risks and ensure that the Group’s internal control process remains appropriate ■ Completion of the work required following the coming into force of Provision 29 of the Code ■ Continued monitoring and evaluation of cyber related risks
Governance
■ Build further understanding and plan actions in relation to new regulations over the period
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discoverIE Group plc Innovative Electronics
Annual Report and Accounts for the year ended 31 March 2026
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