Investors
Creating
shareholder value
Leaders in mobile payment & messaging solutions
Board Members
Meet our board members. The Board comprises of the CEO, CFO, Chairman and two Non-Executive Directors.
Responsible for overseeing the day- to-day management operations of the business with focus on delivering the commercial and technology expansion goals.
Over 20 years experience in the telecoms industry at senior management positions, including: 8 years at Mobile Interactive Group (acquired by Velti in 2011) and 2 years at O2.
Responsible for overseeing the financial management and financial controls in the business, and compliance with AIM and other regulations. It addition, Michael is holds board responsibility for product and delivery.
Qualified chartered accountant with over 13-years experience in senior finance roles for some of Europe’s most successful technology businesses, including Mobile Interactive Group (acquired by Velti in 2011).
Responsible for overseeing the day- to-day management operations of the business with focus on delivering the commercial and technology expansion goals.
Over 20 years experience in the telecoms industry at senior management positions, including: 8 years at Mobile Interactive Group (acquired by Velti in 2011) and 2 years at O2.
Edward is also non-executive Chair of Captec Group Ltd. He also has non-executive roles with some private and not-for-profit organisations. He has been involved in the telecom, IT and tech sector for over 25 years and formerly was CEO and CFO of Alternative Networks plc (AIM listed) for 17 years, until 2015.
He qualified as a chartered accountant with PWC and spent 11 years advising entrepreneurs before joining Alternative.
Founded Fonix in 2006 and CEO until 2014, after 7 years at Accenture working across mobile telecoms and technology clients.
Also founded cloud-video business Grabyo, and is an active investor in early-stage technology companies.
Carmel is also Non-executive Chair of Character Group plc. In the last 10 years she has gained further experience in the technology sector working as CFO of several Aim listed companies including D4t4 Solutions plc, SEEEN plc and Universe Group Plc. Prior to that she gained extensive financial experience across multiple industries beginning her career at EY. She remains a fellow of the ICAEW.
Responsible for overseeing the financial management and financial controls in the business, and compliance with AIM and other regulations. It addition, Michael is holds board responsibility for product and delivery.
Qualified chartered accountant with over 13-years experience in senior finance roles for some of Europe’s most successful technology businesses, including Mobile Interactive Group (acquired by Velti in 2011).
Edward is also non-executive Chair of Captec Group Ltd. He also has non-executive roles with some private and not-for-profit organisations. He has been involved in the telecom, IT and tech sector for over 25 years and formerly was CEO and CFO of Alternative Networks plc (AIM listed) for 17 years, until 2015.
He qualified as a chartered accountant with PWC and spent 11 years advising entrepreneurs before joining Alternative.
Founded Fonix in 2006 and CEO until 2014, after 7 years at Accenture working across mobile telecoms and technology clients.
Also founded cloud-video business Grabyo, and is an active investor in early-stage technology companies.
Carmel is also Non-executive Chair of Character Group plc. In the last 10 years she has gained further experience in the technology sector working as CFO of several Aim listed companies including D4t4 Solutions plc, SEEEN plc and Universe Group Plc. Prior to that she gained extensive financial experience across multiple industries beginning her career at EY. She remains a fellow of the ICAEW.
Responsible for overseeing the day- to-day management operations of the business with focus on delivering the commercial and technology expansion goals.
Over 20 years experience in the telecoms industry at senior management positions, including: 8 years at Mobile Interactive Group (acquired by Velti in 2011) and 2 years at O2.
Responsible for overseeing the financial management and financial controls in the business, and compliance with AIM and other regulations. It addition, Michael is holds board responsibility for product and delivery.
Qualified chartered accountant with over 13-years experience in senior finance roles for some of Europe’s most successful technology businesses, including Mobile Interactive Group (acquired by Velti in 2011).
Edward is also non-executive Chair of Captec Group Ltd. He also has non-executive roles with some private and not-for-profit organisations. He has been involved in the telecom, IT and tech sector for over 25 years and formerly was CEO and CFO of Alternative Networks plc (AIM listed) for 17 years, until 2015.
He qualified as a chartered accountant with PWC and spent 11 years advising entrepreneurs before joining Alternative.
Founded Fonix in 2006 and CEO until 2014, after 7 years at Accenture working across mobile telecoms and technology clients.
Also founded cloud-video business Grabyo, and is an active investor in early-stage technology companies.
Carmel is also Non-executive Chair of Character Group plc. In the last 10 years she has gained further experience in the technology sector working as CFO of several Aim listed companies including D4t4 Solutions plc, SEEEN plc and Universe Group Plc. Prior to that she gained extensive financial experience across multiple industries beginning her career at EY. She remains a fellow of the ICAEW.
Advisers
Auditors
UHY Hacker Young LLP
Nomad & Broker
Cavendish
Accountant
Menzies LLP
Legal
K&L Gates
Registrars
Neville Registrars Limited
Aim Rule 26
The following information is disclosed in accordance with rule 26 of the AIM Rules. (Reviewed 27 March 2026)
Description of Business
Founded in 2006, Fonix is a leading provider of mobile payments and messaging solutions, enabling businesses to connect, engage, and transact seamlessly through mobile technology.
Fonix helps organisations across media, charity, entertainment, and enterprise sectors drive revenue and enhance audience engagement.
Headquartered in London, Fonix is a fast-growing, innovation-driven company, trusted by industry leaders such as ITV, Bauer Media, RTÉ, Global, Comic Relief, and BBC Children in Need. With a strong focus on technology and consumer experience, Fonix continues to shape the future of mobile payments and interactivity.
Main Country of Operation
Fonix PLC is incorporated in England (Registration Number 05836806) which is its main country of operation.
Names of the Directors and Biographical Details
See Board Members.
Responsibilities of the Directors
Board Committees
UK City Code on Takeovers and Mergers
The Audit Committee
The Audit Committee is chaired by Carmel Warren. Its other member is Edward Spurrier.
The Audit Committee’s primary responsibility is monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company.
Further, it is the role of the Audit Committee to advise the Board on the Company’s overall risk appetite and strategy including, inter alia, regularly reviewing and updating (as appropriate) the risk assessment processes in place, including in relation to remuneration and compliance functions, and assisting in overseeing implementation of the adopted strategy.
The Remuneration Committee
The Remuneration Committee is chaired by Edward Spurrier. Its other member is Carmel Warren.
The Remuneration Committee is responsible for reviewing the performance of the Executive Directors and making recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of any non-executive directors of the Company are set by the Board.
Fonix PLC is subject to the UK City Code on Takeovers and Mergers.
Company Shareholding
The Company has been notified, in accordance with the Disclosure and Transparency Rules, of the following disclosable shareholdings representing 3% or more of the voting rights in the Company’s issued share capital. Number of voting rights: 98,873,665 Ordinary Shares. There are 1,126,335 shares held in treasury.
For a breakdown visit Share Price.
Details of any Restrictions on the Transfer of Securities
There are no restrictions on the transfer of securities.
Number of Securities in Issue
The Company’s issued share capital consists of 100,000,000 ordinary shares with a nominal value of 0.1 pence each (“Ordinary Shares”), each share having equal voting rights.
Details of Any Other Exchanges or Trading Platforms
The Company is not listed on any other exchanges or trading platforms.
Articles of Association
Admissions Document
Analyst & Research
The analyst listed below currently publishes material commenting on the Company. Please note that registration may be required in order to access research.
Company Analyst Link: Cavendish research
Regulatory News
Date
Title
Share Price
Significant shareholders
Last updated: 27 March 2026
Holder
Percentage
William Neale
(held by Ganton Ltd)
19.14%
Rathbones Nominees Limited
11.29%
Charles Stanley
8.96%
Richard Thompson
(held by Starnevesse Ltd)
7.14%
Robert Weisz
6.14%
Downing LLP
4.03%
Shares held in Treasury: 1,126,335
Total voting rights: 98,873,665
Total shares not in public hands: 37.3%
Total shares in issue: 100,000,000
Corporate Governance
Statement of compliance with the QCA Corporate Governance Code
Last Updated: October 2025
Chairman’s Statement
As Chair of the Board, I take overall responsibility for ensuring the highest standards of corporate governance. The Board recognises that strong governance is fundamental to delivering long-term shareholder value and maintaining the trust of all stakeholders.
Fonix continues to comply with the QCA Corporate Governance Code, updated in 2023 (the ‘QCA Code’), which provides a practical framework for growth companies such as ours. The updated Code places greater emphasis on a company’s purpose. Fonix’s purpose is to simplify and enhance how businesses and consumers connect, engage and transact through innovative mobile payments and messaging solutions. The QCA Code is based on the principle that companies should deliver long-term value for shareholders while maintaining effective governance structures.
During the year, our governance arrangements have remained stable and effective, reflecting the maturity of our framework. While no material changes have been made to the governance structure, the Board continues to review our approach regularly to ensure it remains fit for purpose as the business grows and evolves. The company has not departed from any of the principles of the QCA Code, and where minor deviations exist, these are explained in this report.
The following page set out how Fonix applies the 10 principles of the QCA Code, supported by examples of how the board and management team put them into practice across the business.
Ed Spurrier (Chairman) – October 2025
Principle 1
Establish a strategy and business model which promote long-term value for shareholders
The company’s business model is described in the Strategic Report. The board reviews strategy at least annually, setting goals and targets to drive long-term value creation. The company’s strategic priorities remain:
- Growing income from existing customers and winning new customer accounts.
- Building products and services that provide new revenue streams and strengthen client relationships.
- Realising international growth opportunities by investing in supply-chain connectivity and supporting multinational clients.
- Scaling efficiently to balance growth, risk, and shareholder returns.
Principle 2
Principle 3
Seek to understand and meet shareholder needs and expectations
The board maintains an active dialogue with shareholders, ensuring clarity of communication on strategy, governance, and performance.
- The CEO and CFOO meet with most major institutional shareholders at least twice per year, with feedback reported to the board.
- The Chair is available for additional engagement where required.
- The AGM remains a valuable forum for shareholder dialogue, with all directors attending and responding to questions.
The board also monitors investor sentiment on governance issues, including remuneration and ESG matters.
Principle 4
Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success
Engaging with stakeholders enables the company to understand their needs more effectively which in turn helps the company make more informed business decisions. In addition to its shareholders, the company’s key stakeholders are its employees, customers, end users (consumers of its customer services), suppliers (including mobile network operators), and regulators. The board regularly considers these stakeholders to ensure the business is taking appropriate actions to further strengthen these key relationships. Further information on the specific actions the business is taking can be found in the ‘Section 172 Statement’ of the company’s annual report.
Principle 5
Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
The board retains overall responsibility for risk management. Risks and opportunities are documented by management on a monthly basis and reviewed by the board. A comprehensive risk register is maintained, updated quarterly, and discussed at board level to ensure appropriate oversight.
The board adopts a cautious and measured approach, balancing opportunities for growth with the need to manage risks effectively. Key areas of focus include cybersecurity, fraud prevention, regulatory compliance, reliance on key suppliers such as mobile network operators, and ensuring robust business continuity planning.
Regarding climate-related risks and opportunities, the board evaluates all business inputs that could have an environmental impact and, whenever possible, prioritises suppliers with best-in-class environmental policies.
There is currently no internal audit function as the board and audit committee considers that given the company’s current stage of development, it is not necessary, but this will be reviewed annually as the company evolves.
Principle 6
Establish and maintain the board as a well-functioning, balanced team led by the chair
The QCA Code requires that boards strike an appropriate balance between executive and non-executive directors, with at least two independent non-executive directors. The Fonix board comprises the non-executive Chair, who was independent at the time of appointment, two executive directors and two other non-executive directors. Of the non-executive directors, the board considers both Edward Spurrier and Carmel Warren to be independent. This structure provides a balance between executive leadership, sector expertise, and independent oversight.
The company does not fully comply with the QCA Code recommendation that independent non-executive directors should comprise half of the board. However, the board believes the current composition is appropriate for the size and complexity of the business and enables effective decision-making. The board also acknowledges feedback from some shareholders who would like to see further independent representation. As a result, the board remains committed to considering the appointment of an additional independent non-executive director where this would add meaningful strategic value. In particular, the company is keen to identify a candidate with experience in overseas markets, to support Fonix’s international growth strategy and strengthen governance as the business expands beyond the UK.
The board meets monthly, with supplementary meetings convened as required, and operates with an open and collaborative culture. Directors are encouraged to challenge constructively and bring their independent judgement to bear on all matters. The board is further supported by a committee structure consisting of separate audit and remuneration committees, each chaired by an independent non-executive director. These committees have formally delegated responsibilities and the expertise necessary to discharge their duties effectively.
Further details of the current directors and a note of those who are considered to be independent are set out in the company’s annual report.
Principle 7
Maintain appropriate governance structures and ensure individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
The long-term success of the company is the responsibility of the board of directors, which comprises two executive directors and three non-executive directors (one female and two males). In all new appointments, the board aims to add diverse skills, perspectives, and experience to strengthen its composition.
The executive directors are responsible for the operational management of the company’s activities, while the non-executive directors provide independent oversight and objective judgement. There is a clear separation between the roles of the non-executive Chair and the Chief Executive Officer: the Chair leads the board and has overall responsibility for governance, while the CEO is accountable for implementing strategy and managing day-to-day operations. The Company Secretary ensures that board procedures are followed and that the company complies with all applicable rules and regulations.
The board brings together backgrounds in commerce, payments, finance, and technology across both public and private companies. Individually and collectively, directors have a wide range of experience and capabilities. The independent non-executive directors hold similar positions on other listed company boards, contributing valuable external perspectives. Both independent non-executive directors, along with the CFOO, also maintain professional memberships requiring continuing professional development (CPD), helping to ensure skills remain up to date.
The board is supported by an effective committee structure. The audit committee, chaired by Carmel Warren, and the remuneration committee, chaired by Edward Spurrier, each have formally delegated duties and responsibilities. The company has not established a Nominations Committee; given the size of the business, this function is effectively carried out by the full board.
Looking ahead, the board will continue to review its composition and skills mix to ensure it remains well aligned with the company’s strategy, particularly as Fonix pursues international growth opportunities.
Principle 8
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The company conducts annual monitoring of both corporate and individual performance. Each year, agreed objectives and targets are set for the executive directors and leadership team, with performance measured against these metrics. The independent non-executive Chair is responsible for assessing and monitoring the performance of the executive directors.
The board keeps its own effectiveness under review, with periodic evaluations of engagement, behaviour, alignment, decision-making, and overall composition. These reviews are carried out internally and provide a framework for open discussion and continuous improvement. Based on the outcomes of these reviews, together with the consistent strong performance of the business and management team, the board has concluded that an externally facilitated review is not required at this time, but this will remain under consideration as the business grows.
Succession planning is reviewed regularly across the organisation to ensure resilience, with a focus on avoiding single points of failure and reducing dependency on any individual member of staff.
Principle 9
Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The remuneration committee is committed to maintaining a remuneration policy that is transparent, straightforward, and aligned with the creation of long-term shareholder value. Board remuneration is reviewed at least annually, with incentive structures linked to the company’s core strategic objective of delivering sustainable growth in adjusted EBITDA.
In line with best practice, board remuneration is also submitted to an advisory shareholder vote, providing an additional layer of accountability and transparency.
Further details of the company’s remuneration policy are set out in the remuneration committee report in the company’s annual report.
Principle 10
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The company maintains regular and transparent communication with shareholders through a variety of channels, including the Annual Report and Accounts, full and half-year trading updates, regulatory announcements, the Annual General Meeting (AGM), bi-annual investor roadshows, and other ad hoc investor meetings.
Corporate information, including reports, results announcements, notices of general meetings, and regulatory updates, is also made available to shareholders, investors, and the wider public via the company’s investor website: