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 17 April 2025)
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: 99,075,528 Ordinary Shares. There are 924,472 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
Share Price
Significant shareholders
Last updated: 16 July 2025
Holder
Percentage
William Neale
(held by Ganton Ltd)
19.10%
Rathbones Investment Management Ltd
9.92%
Charles Stanley
9.09%
Richard Thompson
(held by Starnevesse Ltd)
7.36%
Robert Weisz
6.13%
Slater Investments
3.53%
Downing LLP
3.05%
Shares held in Treasury: 924,472
Total voting rights: 99,075,528
Total shares not in public hands: 25.9%
Total shares in issue: 100,000,000
Corporate Governance
Statement of compliance with the QCA Corporate Governance Code
Last Updated: October 2024
Chairman’s Statement
As chair of the board of directors, corporate governance is my responsibility and I recognise the
importance of sound corporate governance and confirm that the company is complying with the QCA Corporate Governance Code. The QCA Code is based upon the principle that companies need to deliver growth in long-term shareholder value. The following report sets out how we do this in accordance with the 10 principles of the QCA Code. The directors consider that the company has broadly not departed from any of the principles of the QCA Code, although any areas where the company has deviated are described in further detail below.
Ed Spurrier (Chairman) – October 2024
Principle 1
Establish a strategy and business model which promote long-term value for shareholders
The company’s business model is described in detail in the strategic report above. The company’s business strategy is reviewed at least annually by the board and with goals and targets set for the business accordingly. The company’s business strategy aims to create long-term value for shareholders by:
- Growing income from existing customers and winning new customer accounts.
- Building products and services that provide new revenue opportunities and create deeper relationships with existing customers.
- Realising international growth opportunities by investing in international supply-chain connectivity and nurturing multinational client relationships.
- Scaling costs effectively to balance growth, risk and shareholder income.
Principle 2
Promote a corporate culture that is based on ethical value and behaviours
The board seeks to ensure that the highest standards of integrity and ethical behaviour are demonstrated in the conduct of the company’s operations. The board is dedicated to cultivating a culture that earns the trust and respect of employees, customers, and suppliers. The company accomplishes this through a senior leadership team that upholds strong ethical values such as integrity, transparency, accountability, and respect. These standards are enshrined in the company’s written policies which are adopted by all employees and reviewed during the annual performance review. An open culture is encouraged within the company, with employee feedback sought and regular progress and performance updates provided to all employees.
As an industry leader, one of the company’s core philosophies is to collaborate exclusively with merchants (customers) and suppliers who deliver high-quality products and services to consumers. To uphold this standard, the business often declines more prospective customers than it accepts, making it the only major mobile billing provider in the UK that has never received a regulatory fine.
The company’s culture is evident in all aspects of its operations, and preserving this culture is a key consideration in both recruitment decisions and reward systems.
Principle 3
Seek to understand and meet shareholder needs and expectations
The board endeavours to engage in clear and consistent dialogue with both existing and potential shareholders to understand their needs and expectations, and to ensure that the company’s strategy, business model, governance structures and progress are clearly understood.
The chief executive officer and the chief financial officer will meet with representatives of most major institutional shareholders at least twice per year, with their feedback being shared with the wider board. The chair is also available and has engaged with institutional shareholders where required.
The board also recognises that the annual general meeting (“AGM”) provides an opportunity to meet shareholders and values the feedback provided by shareholders at this meeting. Due notice of the AGM is sent to shareholders at least 21 days before the date of the meeting and all directors routinely attend the AGM and are available to answer questions raised by shareholders. The board values feedback from shareholders regarding their voting decisions and engages in dialogue with those who express concerns.
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’ on page 30 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 the company’s framework of internal controls and reviewing their effectiveness. The board generally adopts a cautious and thoughtful approach to risk, carefully balancing risks and opportunities to ensure both short-term and long-term returns for shareholders. The business’ key commercial opportunities, wins, losses and threats are documented by the senior leadership team and shared with the board each month. The company’s risk register is also reviewed and updated by management across the business once a quarter and subsequently shared and discussed at board level each quarter. The information, which is always provided in a timely manner, is high quality and comprehensive, ensuring that the board is well informed and has the tools to facilitate proper assessment of matters which require its insight and decision making. The board and management team look to take mitigating actions or reinforcement of controls whenever unreasonable risks are identified that can be controlled with commercially viable mitigation strategies.
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 have an appropriate balance between executive and non-executive directors and that each board should have at least two independent directors. The 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 considered two to be independent directors (Edward Spurrier and Carmel Warren).
The company does not comply with the QCA code principle that independent non-executive directors should comprise half the board. Acknowledging the request from some shareholders for further independent representation on the board, the board commits to continue considering appointing a third independent non-executive director should an individual be identified, who could provide other meaningful strategic value to the business at the same time.
The board meets monthly and is supported by supplementary meetings where appropriate. The board is further supported by an appropriate committee structure, consisting of separate audit and remuneration committees that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Further details of the current directors and a note of those who are considered to be independent are set out on page 22 of 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 appoint candidates who bring new and diverse attributes to its composition.
The executive directors have responsibility for the operational management of the company’s activities. The non-executive directors are responsible for bringing independent and objective judgement to board decisions. There is a clear separation of the roles of the non-executive chair and the chief executive officer. The chair is responsible for the running of the board and has ultimate responsibility for corporate governance matters. The chief executive officer has ultimate responsibility for implementing the strategy of the board and managing the day-to-day business activities of the company. The company secretary is responsible for ensuring that board procedures are followed, and applicable rules and regulations are complied with.
The board consists of individuals with backgrounds and experience in publicly and privately-owned commerce, payments, finance and technology organisations. Individually and collectively, the board’s members have a wide range of experience, personal qualities and capabilities.
Independent non-executive directors each hold similar positions at other publicly owned companies, bringing valuable insights and experiences from other businesses to the company board. Additionally, both independent non-executive directors, as well as the CFO, maintain professional memberships where continuing professional development (CPD) is a mandatory requirement.
The board has established an audit committee and a remuneration committee, with formally delegated duties and responsibilities, which are each chaired by a non-executive director. The audit committee is chaired by Carmel Warren and the remuneration committee is chaired by Edward Spurrier. The company has not appointed a nominations committee. The board has concluded that given the size of the company this function can be effectively carried out by the whole board.
Principle 8
Principle 9
Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The company’s remuneration committee is committed to creating a remuneration policy that fosters long-term shareholder value and ensures simplicity and transparency. Board remuneration is reviewed at least annually, with incentive targets aligned with the company’s core strategic objective of achieving long-term, sustainable growth in adjusted EBITDA. This year, the board has agreed to submit board remuneration to an advisory shareholder vote.
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 communicates with shareholders in a number of ways, including: the company’s annual report and accounts, full and half year trading updates, other regulatory announcements, the annual general meeting (AGM), bi-annual investor roadshows and other ad hoc investor meetings.
A range of corporate information, including annual reports, full and half year results announcements, notices of general meetings and other regulatory announcements, is also available to shareholders, investors, and the public through the company’s website:
https://www.fonix.com/investors