Animalcare Group plc - Governance Statement

ANIMALCARE GROUP PLC (“Animalcare” or the “Company”)

(The information in this statement was last reviewed on 19 May 2025)

An Introduction from our Chairman

The Board is committed to promoting high standards of corporate governance and our governance framework has continued to operate effectively during the year, enabling the Board to provide advice, counsel and support to the Executive team in making decisions and taking appropriate actions.

The Principles of Corporate Governance

Compliance with the QCA Code

We recognise the need for our governance practices and disclosures to continue to evolve in order to ensure that they support delivery of the Group strategy and the effective application of these principles. Our approach to governance provides a framework of clearly established roles, policies and procedures designed to support our compliance with the QCA Code, the AIM Rules and other legal, regulatory and compliance requirements which apply to the Group.

We regularly review our approach to governance to ensure that it develops in line with the Group’s strategic and long-term growth plans and shareholder expectations. For the year ended 31 December 2024, the Company has applied the 2018 Quoted Companies Alliance Corporate Governance Code (2018 QCA Code), and the Board followed all 10 principles of the 2018 QCA Code during the year under review. Following the publication of the updated QCA Code which will apply from the financial year 2025, the Board has started to consider the key changes and a review of our corporate governance framework will be carried out against the new QCA Code during 2024. Our review of the new code and how it will be applied will be reported on in our 2024 Annual Report and Accounts.

We have conducted a review of our governance framework against the latest version of the Quoted Companies Alliance Corporate Governance Code published in November 2023 (2023 QCA Code). Our disclosures showing our review against the 2023 QCA Code are shown in the table below. Working with our advisers, the Board has an action plan for adoption in 2025 and progress against that plan will be reviewed and considered at each Board meeting in 2025. From the year ended 31 December 2025, we will apply and report fully against the 2023 QCA Code. In line with Principle 9 of the 2023 QCA Code, we have put our Directors’ Remuneration Report to an advisory shareholder vote at all Annual General Meetings since the Company was listed on AIM in 2017. Further details of our corporate governance framework and activities are set out in our Corporate Governance Report of our Annual Report.

Supporting strategy through effective governance

The Board has collective responsibility for reviewing and implementing the Group’s strategy while taking into account the risks and opportunities facing the Group. Our strategy is articulated in the Strategic Report in our Annual Report and on our website, along with our business model. The Board considers the expectations of the Company’s shareholder base and its wider stakeholder and corporate social responsibilities when making decisions in furtherance of the Group’s strategic objectives.

The Board also has oversight of the Group’s internal control and risk management systems. Alongside evaluating commercial opportunities, the Board regularly considers and reviews the Group’s principal and emerging risks and ensures that effective and appropriate mitigation strategies are in place. During 2024, we have continued to review the operation of the Group’s risk management framework, as explained in our Audit and Risk Committee Report. Details of the risk management framework are set out in our Principal Risks section of our Annual Report.

Stakeholder engagement and corporate culture

The Board places great importance on effective engagement with key stakeholders and aims to understand the views and interests of stakeholders so that these can be appropriately considered as part of its decision-making. The Strategic Report in our Annual Report includes a description of how this engagement has worked in practice during 2024 and a statement about how the Directors have discharged their duty under s172 of the Companies Act 2006. We aim for a happy, well-motivated and committed workforce to deliver long-term success for the Group. As such, it is important to the Board that our employees know they are valued and recognise that our success depends on their continued invaluable contribution. This is reflected in the way that the Board and Senior Executive Team (SET) operate. A more detailed explanation of the Board and SET’s interaction and their monitoring of culture is given in the Corporate Governance Report in our Annual Report.

Build Trust

The Board recognises the importance of disseminating clear and understandable information about the Group and its activities and maintaining regular dialogue with our stakeholders to ensure their views are understood and considered. The Board receives information on the Group’s employee engagement programme, including details of the results of the annual employee engagement survey, and regular feedback from the Executive Directors on their discussions with shareholders, potential investors, suppliers, partners and customers.

Board Capabilities

The Board comprises experienced Directors who collectively have considerable expertise in the following areas:

Strong industry experience and knowledge of the animal health and pharmaceuticals sector
Leading organisational change and integration
Managing a global supply chain
Research and development
Business planning and development
Corporate finance and mergers and acquisitions
Financial and risk management
Governance

Board Performance Review

The Board agreed to focus on implementing the action plan arising from the 2023 performance review and, therefore, carried out a more informal Board performance review in 2024. Further information on the process undertaken and actions agreed can be found in the Remuneration and Nomination Committee Report. The next full review will take place in summer 2025, the outcome of which will be reported in the 2025 Annual Report.

Ed Torr
Independent Non-Executive Chair
Animalcare Group plc
28 April 2025

Application of the QCA Corporate Governance Code published in October 2023

	Principle	Application
1	Establish a purpose, strategy and business model which promote long-term value for shareholders	An explanation of the Group’s business model and strategy is included on pages 12 to 19 of the Animalcare Group plc Annual Report and Accounts for the year ended 31 December 2024 (“2024 Annual Report”).
2	Promote a corporate culture that is based on ethical values and behaviours	The Board and the SET recognise the importance of promoting an ethical culture by leading from the top. We believe that by encouraging the right way of thinking and behaving across the Group, we will reinforce our corporate governance culture, enabling us to conduct business ethically and responsibly, drive our growth and customer-focused, people-led strategy, and deliver value for our shareholders.
3	Seek to understand and meet shareholder needs and expectations	The Company welcomes contact with its shareholders and the CFO’s and the Company’s investor relations contact details are set out in the Investors section of our website. IR Contacts. Directors are available to discuss any matters that shareholders might wish to raise. They maintain communication with institutional shareholders, other investors and analysts through meetings, particularly following publication of the Group’s interim and full year preliminary results. All shareholders are encouraged to attend the Annual General Meeting at which the Group’s activities are considered and questions answered. The Directors are available to listen to the views of shareholders informally immediately following the AGM. Investor relations activity and a review of the shareholder register are quarterly items on the Board’s agenda. General information about the Group is available on our website: www.animalcaregroup.com. This includes an overview of activities of the Group and details of all recent Group announcements.
4	Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success	The Company’s business model as set out on pages 18 to 19 of our 2024 Annual report describes the key resources and relationships on which the business relies. More information on key stakeholders and how the Group engages with them can be found on pages 34 and 35 of our 2024 Annual report. The Group conducts employee surveys and has launched a leadership development and talent management programme. We also seek customer feedback through regular contact between account managers and our customers. The Board has a good understanding of the needs, interests and expectations of the Company’s stakeholders and we will continue to articulate this in our disclosures going forward.
5	Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation	The Group has continued to strengthen its framework of risk management and internal control systems, policies and procedures. The Audit and Risk Committee is responsible for reviewing this framework to ensure that it operates effectively. Our 2024 Annual Report includes an Audit and Risk Committee report which gives details of the work undertaken during this year. Our principal risks are described on pages 38 to 47 of our 2024 Annual Report, outlining risks to the business, their potential impact, how these are mitigated and the trend for each identified risk since the last reporting period. Executive Directors meet at least monthly to review ongoing trading performance versus budget and forecasts and risks associated with ongoing trading and to consider opportunities to develop and grow the business. Senior management conduct quarterly business reviews and consider new risks and opportunities for the business. The Audit and Risk Committee considers risk at its meetings and reports its findings to the Board. The Board considers opportunities to develop and grow the business at regular meetings and formally reviews the principal risks to the business at least annually.
6	Establish and maintain the board as a well-functioning, balanced team led by the chair	The names of the directors who served during the year ended 31 December 2024 are set out on pages 54 to 56 of our 2024 Annual Report. The names of the current directors is available on our website: Board of Directors. The Board comprises four Non-Executive Directors, three of whom are independent, and two Executive Directors. Our Non-Executive Director, Marc Coucke, has appointed Els Degroote to act as his alternate director in the event of his absence from certain Board meetings. Our 2024 Annual Report sets out the number of Board and Committee meetings held during the year and the attendance of directors at those meetings.
7	Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities	The names and relevant skills and experience of the current directors are available on our website: Board of Directors. Our 2024 Annual Report sets out the skills and experience each director brings to the Board.
8	Evaluate board performance based on clear and relevant objectives, seeking continuous improvement	Each year the Board conducts a performance evaluation. An informal internal Board evaluation was conducted in 2024. Further information on the process is provided in the Remuneration and Nomination Committee Report of our 2024 Annual Report. In 2025, the Board intends to carry out a more detailed internal Board performance review, the results of which will be reported in the 2025 Annual Report.
9	Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture	The Board recognises the pivotal role of the Senior Leadership Team in delivering the Group’s growth strategy and performance, and with this, the long-term success of the Company while creating shareholder value. Our reward philosophy is to drive and reward high performance. In formulating remuneration policy for the Executive Directors, the Committee considers a number of factors designed to: Have regard to the Directors’ experience and the nature and complexity of their work in order to pay a competitive salary, in line with comparable companies, that attracts and retains Directors of the highest quality; Reflect the Directors’ personal performance; and Link individual remuneration packages to the Group’s long-term performance and continued success through the award of annual bonuses and share-based incentive schemes.
10	Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders	Copies of previous Annual Reports and information about shareholder voting at previous Annual General Meetings of the Company can be found on our website.