Corporate Governance

Corporate Governance Statement – QCA Code
HRC World Plc (“the Company”) is committed to maintaining high standards of corporate governance and to managing the business with integrity, transparency and accountability. The Board has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code as the framework for its governance practices, recognising that its principles provide a proportionate and practical approach suited to companies of our size and stage of development. The Code’s ten principles guide the Board’s decision-making and oversight and form the basis of this statement.

Principle 1
Establish a strategy and business model which promotes long-term value for shareholders
The Company’s strategy is centred on the development and leasing of data centre facilities, with a particular focus on small to medium-scale distributed data centres in emerging markets. By providing the physical infrastructure and related facilities for clients to co-locate their servers, the Company generates recurring rental income without becoming an operator of IT services itself. This business model combines scalability with the potential for steady growth while enabling flexible adaptation to new technological and market opportunities. Long-term shareholder value is achieved through disciplined cost control, efficient asset management, and a commitment to sustainability in facility development and operations.

Principle 2
Seek to understand and meet shareholder needs and expectations
The Board recognises that transparent and timely engagement with shareholders is critical to the Company’s success. We maintain active dialogue with our investor base through regulatory announcements, periodic financial reporting, investor presentations and meetings. The Company responds promptly to enquiries received via its Investor Relations contact and provides opportunities for direct interaction with the Chairman and senior management, particularly at the Annual General Meeting and other shareholder events. Feedback gathered from these engagements informs both strategic decision-making and the refinement of our corporate communications.

Principle 3
Take into account wider stakeholder and social responsibilities and their implications for long-term success
HRC World Plc’s long-term success depends on fostering positive relationships with a range of stakeholders, including customers, employees, contractors, suppliers, regulators and the communities in which we operate. We prioritise the reliability and security of the facilities we provide to our clients while ensuring fair treatment, health and safety, and professional development opportunities for our employees and contractors. We engage transparently with suppliers and partners and comply fully with local building by-laws, zoning regulations and environmental requirements. Sustainability considerations are integral to our operations, particularly in the design of energy-efficient facilities and in our commitment to environmentally responsible practices.

Principle 4
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board maintains overall responsibility for the Company’s risk management framework and reviews key risks on a regular basis. These include market risks such as currency fluctuations and cyclical demand, operational risks associated with facility performance and supply chains, financial risks relating to funding and liquidity, and regulatory risks arising from building codes and compliance obligations. Risk considerations are embedded into the Company’s budgeting and strategic planning processes, and internal controls are maintained at levels appropriate for the scale of the business. This ensures that opportunities are pursued in a controlled manner while threats to the Company’s objectives are mitigated effectively.

Principle 5
Maintain the Board as a well-functioning, balanced team led by the Chair
The Board is responsible for the overall leadership and strategic direction of the Company. It is comprised of a blend of executive directors, who bring operational insight and leadership, and non-executive directors, who provide independent oversight and challenge. The Chairman ensures that Board agendas remain focused on strategy, performance and risk management, and that each director contributes effectively to discussions and decision-making. Attendance and time commitments are reviewed regularly to ensure that directors can fulfil their duties to the highest standards, and the independence of non-executive directors is assessed annually.

Principle 6
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The directors collectively possess a broad range of experience spanning data centre infrastructure, property development, corporate finance and corporate governance. The Board routinely reviews the mix of skills and expertise available to ensure alignment with the Company’s evolving strategic and operational needs. Directors are encouraged to maintain and enhance their knowledge through continuing professional development, industry briefings and regulatory updates. Where additional specialist knowledge is required, the Board seeks advice from external experts to ensure informed and effective decision-making.

Principle 7
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The performance of the Board is evaluated annually with reference to its effectiveness in areas such as strategic oversight, decision-making, governance and risk management. The review process is designed to identify strengths and areas for improvement, informing training and succession planning initiatives. At present, evaluations are conducted internally; however, the Board recognises that as the Company grows, external assessments may be appropriate to provide further insight and ensure continuous improvement.

Principle 8
Promote a corporate culture that is based on ethical values and behaviours
The Company promotes a culture of integrity, accountability and transparency throughout its operations. Our Code of Conduct sets out clear expectations in areas such as anti-bribery, anti-corruption and whistleblowing, ensuring that all employees and contractors understand their responsibilities. The Board and senior management lead by example, reinforcing these values in their interactions with employees, partners and external stakeholders. This culture underpins the Company’s commitment to long-term sustainable value creation and the trust placed in it by shareholders and clients.

Principle 9
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Company’s governance structures are proportionate to its size and are designed to enable effective decision-making and oversight. The Board retains responsibility for strategic leadership, financial oversight and risk management, while day-to-day operations are delegated to the executive management team. As the Company grows, Board committees such as Audit and Remuneration may be established to enhance oversight of specific areas. Governance arrangements are reviewed periodically to ensure that they remain appropriate for the Company’s scale, strategy and regulatory environment.

Principle 10
Communicate how the Company is governed and performing to shareholders and stakeholders
The Company communicates its governance arrangements and performance to shareholders through regulatory announcements, annual reports and disclosures on its corporate website. Details of Board composition, responsibilities and governance policies are made publicly available, and the Annual General Meeting provides a forum for direct shareholder engagement. The Company remains committed to transparency and will continue to review its disclosures to ensure they meet the expectations of investors and other stakeholders.

Review and Updates
This corporate governance statement will be reviewed and updated annually to reflect changes in the Company’s governance arrangements, strategy or regulatory obligations.