The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Guidelines to the extent that they consider it appropriate having regard to the Company’s size, board structure, stage of development and resources.
The QCA Guidelines recommend that the board of directors should include a balance of executive and non-executive directors, such that no individual or small company of individuals can dominate the board’s decision taking.
The Company will hold regular board meetings and the Directors will be responsible for formulating, reviewing and approving the Company’s strategy, budget and major items of capital expenditure. The Directors have, conditional on Admission, established an Audit Committee and a Remuneration Committee with formally delegated rules and responsibilities.
The Remuneration Committee, which will comprise Andrew Booth (Chair) and Lesley Watt, will meet twice each year. The committee will be responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.
The Audit Committee, which will comprise Lesley Watt (Chair) and Nick Mustoe, will meet not less than twice a year. The committee will be responsible for making recommendations to the Board on the appointment of auditors and the audit fee and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.
The Board of Sosandar Plc seeks to follow best practice in corporate governance as appropriate for a Group of our size, nature and stage of development. As a public company listed on AIM, we are cognisant of the trust placed in the Board by institutional and retail investors, employees and other stakeholders. We recognise the importance of an effectively operating corporate governance framework.
The Board follow the principles of the recently updated 2023 Quoted Companies Alliance Corporate Governance Code (QCA) to support the Group’s governance framework. The Directors acknowledge the importance of the ten principles set out in the QCA Code and this statement briefly sets out how we currently comply with the provisions of the QCA Code.
The Board considers that it does not depart from any of the principles of the QCA code.
Sosandar PLC has clearly articulated its strategy and business model on pages 4 to 23 of its most recent annual report and accounts. A summary can also be found on the Company’s website here.
Sosandar intends to build long-term shareholder value by targeting an underserved market of women looking for trend-led, affordable, quality clothing with a premium aesthetic. We design and manufacture clothing and footwear for all occasions with fashion forward styles designed to flatter. Our strategy is to build a loyal customer base, focusing on customer growth and retention, by reaching the customer in whatever way they wish to shop, including both online and in store.
The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value.
The Group carefully assesses each of the companies it works with to ensure the requisite standards and values are in place. All new suppliers must confirm in writing that they adhere to a specific code of conduct before commencing to trading with Sosandar.
The Group’s policies set out its zero tolerance approach towards any form of modern slavery, discrimination or unethical behaviour relating to bribery, corruption or business conduct.
The Directors recognise the importance of engaging with its shareholders and reports formally to them when its full-year and half-year results are published. The executive team meet with both institutional and retail shareholders regularly, and this has included hosting shareholders at meetings at the Head Office where other members of the leadership team are available to meet. In addition, all shareholders are welcome at the Annual General Meeting which is held in person.
Investors may contact the Company directly through the investor enquiries email address noted on the Company’s website [email protected]. Investors may also receive Investor Email Alerts from the Company by signing up here.
The Directors recognise their responsibility not only to shareholders and employees, but to a wider group of stakeholders (including, inter alia, customers and suppliers) and the communities in which we operate.
Sosandar Plc is committed to the highest standards of corporate social responsibility in its activities, as outlined in more detail in the annual report and accounts.
SuppliersWe outsource manufacturing to more than 50 subcontractors around the world including Turkey, China, India, Brazil, Romania and Spain. All suppliers are asked to confirm they adhere to the ethical trade guidelines. The breadth of strong supplier relationships mitigates the risk of over reliance on a small number of specific contacts. The output from suppliers is regularly reviewed to ensure continued success.
CustomersWe provide frequent new product ranges to ensure constant newness for our customers. Our in-house designers react quickly to changing customer demand to ensure the Group is on the cutting edge of fashion, while tailoring garments to fit customers.
The Board has identified what we believe to be a sensible approach to risk management for a group of our size. We outline the principal risks we face, along with what we do to mitigate those risks, in detail on pages 14 to 17 of our Annual Report and Accounts.
Minimising risk on any activity or business process is always at the heart of any decisions taken. For example, internal controls exist around cash management and supplier interactions with segregation of duties ensuring that no single employee can process payments.
This area is subject to regular review as our business and the risks we face evolve.
The Board includes a balance of Executive and Non-Executive Directors, with four Non-Executive Directors, two of whom are judged to be independent, and three Executive Directors.
The Board’s activities are supported by both Audit and Remuneration Committees.
All the Directors have appropriate skills and experience for the roles they perform at the Group, including as members of Board Committees.
Directors are subject to re-election at least every three years in accordance with the Articles of Association.
The Group is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders and will consider the requirement for additional Non-Executive Directors as the Group fulfils its growth objectives.
The Board members have diverse and relevant skills and experience. This includes the appropriate balance of sector, financial and public market experience to shape the strategic direction and corporate governance of the Group.
In addition the Board has access to external advisors where necessary.
The Board and Committees receive training as appropriate. In particular, the members of the Audit Committee maintain technical competence from appropriate bodies to keep them abreast of the latest accounting, auditing, tax and reporting developments.
The Directors also receive regular briefings and updates from the Group’s NOMAD in respect of continued compliance with, inter alia, the AIM Rules and the Market Abuse Regulation.
The roles and responsibilities of specific Directors and Board Committees are available on our website.
The Board formally meets multiple times per year including at least four times per year in person.
Each sub-Committee has terms of reference outlining the specific responsibilities delegated to it. The terms of reference of each Committee can be found on in the corporate governance section of the Group website.
More details of the skills and experience of the Directors are provided in the Annual Report on page 32 as well as the website.
Evaluation of the performance of the Group’s Board has historically been implemented in an informal manner.
The chairman reviews Board and Director performance during the year, which includes but is not limited to: financial targets; adherence to Group policies, effectiveness of management as well as attendance and contribution at Group meetings.
On an ongoing basis, Board members maintain a watching brief to identify relevant internal and external candidates who may be suitable additions to or backup for current Board members.
The Board recognises the importance of designing a remuneration policy that attracts, retains and motivates high-calibre talent is to deliver the goals shared by all stakeholders.
The remuneration committee oversees the remuneration policy for the Group, including assessing all factors which are relevant including looking at comparable companies and benchmarking studies. The objective of the remuneration packages awarded to executives is to be competitive, to include significant long-term incentive which are performance related in order to align with external stakeholder interests. More details on remuneration can be found on page 69 of the Annual Report.
The Group communicates progress throughout the year through Regulatory News Service announcements and in more detail when releasing its interim financial statements and Annual Report and Accounts. All historical Annual Reports and other governance related material, including notices of all general meetings, since the Group’s formation, are available on the Group’s website.
Results of shareholder votes are made public on the Group’s website after the meetings concerned.
This page was last updated on 15 July 2025.
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