Corporate Governance

The Board is committed to effective corporate governance as a basis for providing internal controls that will deliver long-term value and meet stakeholder expectations around leadership and oversight. As Chair of the Board, I am responsible for corporate governance within the Group and, along with the Company Secretary, continue to support our commitment to maintaining, further developing, and enhancing our corporate governance. This will involve ensuring the continued effective operation of the Board and making sure the Board continues to develop its corporate governance in response to changes in official standards and stakeholder expectations.

Our Board members have extensive experience and remain professionally active, however, our approach to corporate governance will involve ensuring that the Board is given the opportunity to keep in touch with relevant developments through appropriate seminars and formal training courses, which will be recommended to the Board to ensure the continued development of Board members’ skills and capabilities.

The Directors acknowledge the importance of high standards of corporate governance and have therefore chosen to adopt the QCA Code, which they believe is commensurate with the size and nature of the Group and the interests of its Shareholders. The QCA Code is a set of corporate governance guidelines, which include a code of best practice comprising principles intended as a minimum standard and recommendations for reporting corporate governance matters. The Board will take steps to ensure compliance by the Directors and relevant employees with the key governance principles of that Code and intends to disclose on its investor website and within its annual report and accounts how the Company complies with the QCA Code, where it departs from the QCA Code and the reasons for doing so.

Brief details of how the Company intends to apply these key governance principles are set out below.

Heather Lauder, Chair

7 July 2025

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

DSW’s purpose is ‘to empower our people to reach their potential and develop sustainable businesses which best serve the needs of their clients and local communities’. To achieve this, DSW continually challenges itself to evolve and improve, ensuring that its partners and their teams are equipped to deliver excellence.

The Group operates a robust and scalable platform underpinned by a capital-light, cash-generative model with recurring revenues. This challenger model supports service line expansion and long-term value creation. Further details on our strategy and business model, together with details of key challenges in execution, are provided on pages 4–9 of the FY25 Annual Report.

The DSW Network is designed to appeal to professionals seeking greater flexibility, autonomy, and a business model free from traditional constraints such as billing targets or capital investment requirements. This approach attracts entrepreneurial talent and supports the Group’s growth ambitions. More information on the benefits to DSW Capital, its licensees and its consultants can be found on pages 10–11 of the FY25 Annual Report.

The Board recognises that the accounting and advisory sector is undergoing significant transformation, presenting opportunities for disruption and acquisitive growth. DSW is well-positioned to capitalise on this, targeting strategic acquisitions that align with its long-term vision. A comprehensive overview of our strategy is available on pages 4–5 of the FY25 Annual Report.

DSW Capital PLC’s vision is to empower pioneers to establish and grow their own businesses. Our mission is to build a leading business advisory group run by entrepreneurs, for entrepreneurs. The Group aims to scale its agile model through a combination of organic growth, strategic collaborations, and acquisitions. The Directors are focused on high-margin, complementary niche service lines that offer strong synergies with the existing Network. Investment in talent remains a priority, with a proactive recruitment strategy designed to attract high-calibre partners, employees and consultants, particularly in light of evolving market dynamics.

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

DSW Capital recognises that a strong and consistent corporate culture is fundamental to achieving long-term, sustainable success. The Group is committed to upholding high ethical standards and fostering behaviours that reflect its core values across all levels of the organisation.

The Board actively promotes a culture rooted in integrity, honesty, trust, and mutual respect. All individuals within DSW Capital and the wider Group are expected to conduct themselves ethically in both internal operations and external engagements.

This culture is reinforced through a comprehensive suite of policies and procedures, including a Code of Conduct, whistleblowing policy and anti-bribery and corruption policy. These frameworks are designed to support ethical decision-making and responsible behaviour. A confidential and secure whistleblowing mechanism is in place, enabling employees to report concerns without fear of reprisal.

To ensure continued alignment with these values, regular training is provided to all employees, reinforcing the importance of ethical conduct and compliance with Group policies.

The Board takes full responsibility for the promotion of ethical values and behaviour throughout the Group. It ensures that ethical considerations are integral to the Group’s strategic direction and day-to-day operations. The tone is set from the top, with culture and values forming a regular part of Board discussions and decision-making processes.

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

DSW Capital is committed to maintaining transparent and constructive engagement with its shareholders to ensure their views, expectations, and concerns are understood and considered in the Group’s strategic decision-making.

The Board actively promotes open and ongoing dialogue with shareholders throughout the year. This includes responding to meeting requests and ensuring that shareholders have direct access to senior management when appropriate. The Group’s Annual and Interim Reports serve as key communication tools, providing clear and comprehensive updates on strategy, financial performance, and risk management.

In addition to formal reporting, DSW hosts virtual investor presentations bi-annually, aligned with its reporting calendar. These sessions offer shareholders the opportunity to engage directly with the Board, ask questions, and gain deeper insight into the Group’s performance and future plans.

Regulatory announcements and updates are issued via RNS as required, ensuring shareholders receive timely and accurate information in line with best practice and regulatory obligations.

The Board encourages all shareholders to attend the Annual General Meeting (AGM), which provides a further opportunity for engagement and dialogue. Details of the AGM are communicated through the usual channels and are also made available on the Group’s website.

Contact information for shareholder communications is available in the ‘Investors’ section of the Company’s website at www.dswcapital.com, where shareholders can also access key documents and updates.

Details of the Group’s ESG standards and reporting are set out in our ESG report on pages 30-34 of the FY25 Annual Report, which set out the quantitative and qualitative reporting of the Group’s environmental and social matters.

Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

DSW Capital recognises the importance of maintaining strong and constructive relationships with a broad range of stakeholders—including shareholders, employees, and corporate partners—as a core component of its business strategy and long-term success.

The Group takes its corporate social responsibilities seriously and is committed to fostering a culture of accountability, sustainability, and inclusivity. To support this, DSW has established an Environmental, Social and Governance (ESG) Committee, comprising volunteer partners and employees from across the Group. This Committee plays a key role in shaping and advancing the Group’s ESG agenda. Recognising that stakeholder feedback is vital to effective governance and continuous improvement, the ESG Committee regularly seeks input from employees to ensure that initiatives reflect their priorities, needs, and interests. This inclusive approach helps to embed ESG considerations into the Group’s culture and decision-making processes.

Further details on the Group’s ESG initiatives, KPIs and performance can be found in the Environmental, Social and Governance Report on pages 30-34 of the FY25 Annual Report.

Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Board is responsible for identifying, assessing, and managing the principal risks facing the Group. It ensures that appropriate systems and controls are in place to support effective risk management and to safeguard the long-term interests of shareholders and stakeholders.

To ensure emerging risks are identified and addressed in a timely manner, the executive team holds quarterly risk meetings. A comprehensive risk register is maintained and regularly reviewed by the Audit & Risk Committee, with updates reported to the Board. This process enables the Group to remain agile and responsive to both internal and external developments.

Details of the Group’s risk management framework, key risks, and the associated monitoring and mitigation strategies are outlined on pages 35-38 of the FY25 Annual Report.

The Group maintains an assurance discipline to strengthen policy compliance. This initiative provides the Board with confidence that internal policies are being followed and that controls are operating effectively. Each assurance review results in a formal report, which is considered by the Audit & Risk Committee and subsequently reported to the Board.

The Audit & Risk Committee also monitors the independence and effectiveness of the external auditor. During the year, the Committee reviewed the performance of BDO and confirmed its satisfaction with the auditor’s independence, objectivity, and effectiveness.

Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the Chair

The Board of DSW Capital is structured to ensure a balanced mix of skills, experience, and perspectives, with a combination of Executive and Non-Executive Directors. The Board currently includes two independent Non-Executive Directors—Heather Lauder and Jillian Jones—who were appointed to bring independent judgement, sector expertise, and constructive challenge to Board discussions.

While the Group has two independent Non-Executive Directors, this does not comprise at least half of the Board. However, the Board is confident that both individuals provide a strong and effective independent voice. They act as a valuable sounding board for the Executive Directors and offer mutual support to one another, ensuring their views carry appropriate weight in Board deliberations.

Both independent Non-Executive Directors are active participants in Board meetings, demonstrating the confidence and integrity required to challenge constructively and seek full and transparent responses to their questions. Further details on the composition and experience of the Board can be found on pages 39-40 of the FY25 Annual Report.

The Board is supported by two formally constituted committees: the Audit & Risk Committee and the Remuneration & Nominations Committee. Each committee comprises a majority of independent Non-Executive Directors. During the year, the Audit & Risk Committee met three times and the Remuneration & Nominations Committee met three times, with both independent NEDs in attendance at all meetings. Details of the roles, responsibilities, and activities of these committees are provided on pages 45-49 of the FY25 Annual Report.

In line with best practice, shareholders are invited to vote annually on the (re-)election of each individual Director at the Annual General Meeting.

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 Non-Executive Chair leads the Board and is responsible for ensuring the effectiveness of its governance structures, performance, and overall operation. The Board is supplied with high-quality, timely information to support informed decision-making and effective oversight.

The Board retains ultimate accountability for the Group’s governance and is responsible for monitoring the performance of the executive team. While the Executive Directors focus on the day-to-day operation of the business and delivery of strategic objectives, the Non-Executive Directors provide independent oversight, challenge, and objective judgement.

The Board operates in a collaborative and balanced manner, with no single individual dominating discussions or decision-making. All Directors are encouraged to challenge assumptions, scrutinise proposals, and contribute to strategic debate. Decisions are made collectively and democratically.

Directors have access to the Company’s corporate advisers—including its nominated adviser, legal counsel, and auditors—as needed. They also receive annual briefings on regulatory compliance, including the AIM Rules for Companies and the Market Abuse Regulation (MAR), to ensure they remain informed of their responsibilities.

The Board is supported by two key committees: the Audit & Risk Committee and the Remuneration & Nominations Committee. Certain material matters are reserved for full Board consideration, while the committees are empowered to act within their delegated responsibilities. Each committee has access to relevant information and external advice to fulfil its duties.

The Board comprises individuals with a strong and complementary mix of skills and experience, including expertise in mergers and acquisitions, capital markets, and governance. Director biographies, including details of their backgrounds and capabilities, are available on pages 39-40 of the FY25 Annual Report and on the Company’s website. The Directors keep their skillsets up to date with regular training provided both by the Group, and through external providers. In May 2025, the Board received dedicated cybersecurity training to enhance its understanding of digital risk and resilience. This training forms part of the Group’s ongoing commitment to ensuring that Directors remain equipped to oversee key areas of risk in an evolving threat landscape.

To ensure continued effectiveness, the Board reviews both its governance framework and its own performance on an annual basis. This process helps ensure that the Board, both individually and collectively, maintains the necessary skills, experience, and insight to fulfil its duties and that the governance framework remains fit for purpose as the business evolves.

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

The Board regularly evaluates its own effectiveness, as well as that of its committees—the Audit & Risk Committee and the Remuneration & Nominations Committee—and the individual performance of each Director. These evaluations are designed to ensure that the Board continues to operate effectively and that each member contributes meaningfully to the Group’s strategic direction and governance.

The Remuneration & Nominations Committee undertakes periodic assessments of each Director’s individual contribution, ensuring that their involvement remains relevant, effective, and aligned with the Group’s evolving needs.

During the year, the Board conducted an internal review of its effectiveness and collective skillset. This review aimed to identify areas for improvement and inform future training and development priorities. The findings have helped shape ongoing efforts to strengthen Board performance and ensure that Directors are equipped to meet the demands of a dynamic business environment.

An external review of Board effectiveness was last conducted in December 2021 as part of the IPO process. While no specific concerns were identified, the review reinforced the Board’s commitment to robust risk oversight and continuous improvement. A further external review of the Board’s effectiveness is scheduled to take place during the financial year ending 31 March 2026. The outcomes of this review will be disclosed in the relevant Corporate Governance Statement within the Annual Report for that year.

The Remuneration & Nominations Committee is responsible for the consideration of, and the formulation of plans for, succession planning for directors and other senior executives.

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

The Remuneration & Nominations Committee is responsible for reviewing the performance of the Executive Directors and senior management, and for making recommendations to the Board on matters relating to their remuneration.

DSW Capital’s approach to remuneration is designed to align the interests of management with those of shareholders. The Group’s remuneration policy aims to attract, retain, and motivate high-calibre individuals with the technical expertise and strategic insight necessary to drive long-term value creation.

Remuneration packages are structured to ensure that key personnel are incentivised in a manner that supports the delivery of the Group’s long-term growth objectives. This alignment reinforces a performance-driven culture that underpins the Group’s strategic goals and supports sustainable success.

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

This report, together with the Company’s responses to the principles of the QCA Corporate Governance Code, provides stakeholders with a clear view of how DSW Capital is governed and how it is progressing against its strategic objectives.

The report of the Remuneration & Nominations Committee is set out at pages 47-49 of the FY25 Annual Report, and the report of the Audit and Risk Committee is set out at pages 45-46 of the FY25 Annual Report.

The Group’s Annual Report and Accounts, along with its Half-Year Report, serve as key communication tools for informing stakeholders about governance practices, financial performance, and strategic developments. The Board also views the Annual General Meeting (AGM) as an important opportunity to engage directly with shareholders—providing updates, answering questions, and receiving feedback on the Group’s performance and direction.

In addition, the Company’s website is regularly updated with relevant information on the Group’s activities, financial results, governance disclosures, and strategic progress. Shareholders and other stakeholders can access this information, along with Company’s annual report and accounts, investor presentations and notice of general meetings on the Company’s website www.dswcapital.com.

(last updated 31/07/2025)