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Board Members

Meet our board members. The Board comprises of the CEO, CFO, Chairman and two Non-Executive Directors.

Rob Weisz

CEO

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.

Michael Foulkes

CFO

Responsible for overseeing the financial management and financial controls in the business, and compliance with AIM and other regulations.

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).

Rob Weisz

CEO

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 Spurrier

Chairman

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.

Will Neale

Non-Executive Director

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 Warren

Non-Executive Director

Carmel has extensive financial experience across multiple industries with over 15 years experience in the technology sector. Most recently as CFO at D4t4 Solutions plc and prior to that at Celebrus Limited.

She is currently a non-Executive director and chair of the audit committee at Character Group plc. Carmel began her career at EY and is a member of the ICAEW.

Michael Foulkes

CFO

Responsible for overseeing the financial management and financial controls in the business, and compliance with AIM and other regulations.

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 Spurrier

Chairman

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.

Will Neale

Non-Executive Director

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 Warren

Non-Executive Director

Carmel has extensive financial experience across multiple industries with over 15 years experience in the technology sector. Most recently as CFO at D4t4 Solutions plc and prior to that at Celebrus Limited.

She is currently a non-Executive director and chair of the audit committee at Character Group plc. Carmel began her career at EY and is a member of the ICAEW.

Rob Weisz

CEO

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.

Michael Foulkes

CFO

Responsible for overseeing the financial management and financial controls in the business, and compliance with AIM and other regulations.

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 Spurrier

Chairman

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.

Will Neale

Non-Executive Director

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 Warren

Non-Executive Director

Carmel has extensive financial experience across multiple industries with over 15 years experience in the technology sector. Most recently as CFO at D4t4 Solutions plc and prior to that at Celebrus Limited.

She is currently a non-Executive director and chair of the audit committee at Character Group plc. Carmel began her career at EY and is a member of the ICAEW.

Advisers

Auditors
UHY Hacker Young LLP
Quadrant House, 4 Thomas More Square, London, E1W 1YW
T: 020 7216 4600
Nomad & Broker
finnCap
One Bartholomew Close, London, EC1A 7BL
T: 020 7220 0500
Accountant
Menzies LLP
Heathrow Centrum House, 36 Station Road Egham, Surrey, TW20 9LF
T: +44 (0)1784 497100
Legal
K&L Gates
One New Change, London, EC4M 9AF
T: 020 7648 9000
Registrars
Neville Registrars Limited
Neville House, Steelpark Road, Halesowen, B62 8HD
T: 0121 585 1131

Aim Rule 26

The following information is disclosed in accordance with rule 26 of the AIM Rules. (Reviewed 29 March 2022)

Description of Business

Founded in 2006, Fonix provides mobile payments and messaging services for clients across media, telecoms, entertainment, enterprise and commerce.

When consumers make payments, they are charged to their mobile phone bill. This service can be used for ticketing, content, cash deposits and donations. Fonix’s service works by charging digital payments to the mobile phone bill, either via Carrier Billing or SMS Billing. Fonix also offers messaging solutions.

Based in London, Fonix is a fast growth business driven by blue chip clients such as ITV, Bauer Media, BT, Global Radio, Comic Relief and Children in Need to name a few.

Main Country of Operation

Fonix Mobile plc is incorporated in England (Registration Number 05836806) which is its main country of operation.

Names of the Directors and Biographical Details
Responsibilities of the Directors
Board Committees

The Audit Committee
The Audit Committee is chaired by Carmel Warren. Its other members are William Neale and 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 members are Carmel Warren and William Neale.

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.

UK City Code on Takeovers and Mergers

Fonix Mobile 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: 100,000,000 Ordinary Shares. There are no 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: finnCap research

Regulatory News

Date

Title

PDF

25/07/2022
Charles Stanley Group Plc | TR1 – Fonix Mobile
21/07/2022
Trading Update July 2022
23/06/2022
Proposed Secondary Placing of Existing Shares
23/06/2022
Result of Secondary Placing
12/05/2022
Issue of Share Options
09/04/2022
Issue of Share Options

Share Price

Significant shareholders

Last updated: 25 July 2022

Holder

Percentage

William Neale

(held by Ganton Ltd)

22.83%
Richard Thompson

(held by Starnevesse Ltd)

8.79%
Slater Investments
9.7%
Robert Weisz
7.33%
Charles Stanley
10.12%

Total shares not in public hands: 40.3%

Total shares in issue: 100,000,000

Reports

Date

Title

PDF

23/03/2022
Interim Report 2022
14/03/2022
Interim Results Presentation 2022
21/10/2021
Notice of AGM 2021
21/10/2021
Account Reports & Accounts 2021
27/09/2021
Final Results Presentation 2021
24/02/2021
Interim Report 2021

Corporate Governance

Statement of compliance with the QCA Corporate Governance Code

Last Updated: September 2021

Chairman’s Statement

The Board has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code in line with the AIM Rules for Companies requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code. Our report sets out in broad terms how we comply at this point in time.

It is the Board’s job to ensure that the Company is managed for the long-term benefit of all our clients, staff, shareholders, and our other key stakeholders, with effective and efficient decision making, including the maximising of revenue opportunities.

Sensible corporate governance is an important part of that job, reducing risk and adding value to our business. The Chairman, Ed Spurrier, leads the Board and is responsible for directing the Company.

He manages the Board agenda and ensures that all Directors have the capability, structure and support to effectively contribute their various talents and experience in the development and implementation of the Company’s strategy. The Chairman is responsible for ensuring that the Board implements, maintains and communicates effective corporate governance processes and for promoting a culture of openness and debate designed to foster a positive governance culture throughout the Company.

Below are the principles of the QCA code required to be disclosed on the Company’s website.

Ed Spurrier (Chairman) – September 2021

Principle 2

Seek to understand and meet shareholder needs and expectations
The Board of Fonix 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 and progress are clearly understood.

The Chief Executive Officer and 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 Board also recognises that the Annual General Meeting (“AGM”) provides an opportunity to meet private shareholders and values the feedback of such shareholders. The 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.

Principle 3

Take into account wider stakeholder and social responsibilities and their implications for long-term success
Engaging with stakeholders enables Fonix to understand their needs more effectively which in turn helps the Company make more informed business decisions. These stakeholders include the Company’s employees, MNOs, clients and merchants.

Fonix has a lean executive management team that is highly integrated with the wider business. The management team maintains an ongoing dialogue with its employees, who all work in close proximity, in order to maintain a positive company culture.

Employee performance reviews are conducted annually. Though in addition, managers are encouraged to hold regular, informal one-to-one sessions with each of their direct reports.

Fonix considers its corporate social responsibilities and how these issues are integrated into its long-term strategy. These policies have been integral in the way the Company has done business in the past and will continue to play a central role in influencing Fonix’s practice in the future. Fonix is committed to maintaining and promoting high standards of business integrity through its core company values.

Principle 7

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Fonix currently conducts annual monitoring of both corporate and personal performance. Agreed personal objectives and targets are determined each year for the Executive Directors and leadership team and performance is measured against these metrics. The independent non-executive Chairman undertakes the responsibility of assessing and monitoring the performance of the executive directors.

The Board regularly reviews its composition and efficacy of performance and utilises the results of performance evaluations when considering this composition and/or succession planning.

Principle 8

Promote a corporate culture that is based on ethical values 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. 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.

Principle 9

Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The long-term success of Fonix is the responsibility of the Board of Directors, which comprises three Non-Executive Directors and two Executive Directors. 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 Chairman and the Chief Executive Officer. The Chairman 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 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 Lucinda Sharman-Munday and the Remuneration Committee is chaired by Ed 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 10

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Fonix communicates with shareholders in a number of ways, including:

• the Company’s Annual Report and Accounts;
• full year and half year announcements;
• other regulatory announcements;
• the Annual General Meeting; and
• update meetings with existing shareholders.

A range of corporate information, including annual reports, full and half year results announcements, notices of General Meetings
other regulatory announcements, is also available to shareholders, investors and the public through the Company’s website:
http://www.fonix.com/investors