Certus Ledger Plc is committed to maintaining appropriate standards of corporate governance as the company develops its business, product portfolio, investor profile, and public market ambitions.
The Company’s goal is to seek admission to trading on the Aquis Growth Market when the Board, the Company’s advisers, market conditions, and regulatory requirements support that step. Any such admission would be subject to the Company’s readiness, adviser review, applicable rules, regulatory requirements, and approval by the relevant market authorities.
As an early-stage technology company, Certus Ledger Plc intends to adopt the general principles of the QCA Corporate Governance Code on a comply-or-explain basis, proportionate to the Company’s size, stage of development, resources, and strategic objectives.
This Corporate Governance Statement will be reviewed periodically by the Board and updated as the Company develops. Any material changes will be reflected on the Company’s website and, where applicable, in future annual reports, investor communications, or regulatory announcements.
Certus Ledger Corporate Governance Code
1. Establish a strategy and business model which promotes long-term value for shareholders
Certus Ledger Plc is a technology holding company focused on building and commercialising digital trust infrastructure for serious agreements, verified records, and compliance-oriented workflows.
The Company’s current product portfolio includes:
SignumEra — an evidence-first agreement execution platform designed to move beyond basic digital signatures by capturing identity, document version, signing conditions, policy-controlled signing rooms, finalized PDFs, and supporting evidence packages.
Prodicium — a digital product passport and trusted product records initiative focused on structured, verifiable records for physical products, provenance, and supply-chain events.
Both products are intended to be supported by the Certus Ledger Signing Spine, a shared technology foundation for verified signing, evidence capture, document integrity, and trusted digital records.
The Board’s strategy is to build long-term shareholder value by developing commercially relevant software products, protecting core intellectual property, establishing credible routes to market, and positioning the Company for future public market access when appropriate.
2. Seek to understand and meet shareholder needs and expectations
The Board recognises the importance of open and constructive communication with shareholders and prospective investors.
The Company intends to maintain dialogue with shareholders through its website, investor presentations, general meetings, regulatory announcements where applicable, and other appropriate investor communications.
As the Company develops, the Board intends to provide clear information on the Company’s strategy, product development, commercial progress, public market ambitions, and key risks.
The Company’s website will be used as a central source of information for investors, including corporate updates, governance materials, portfolio information, reports, and shareholder communications.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board recognises that Certus Ledger Plc’s long-term success depends not only on shareholders, but also on customers, users, employees, suppliers, advisers, regulators, and wider stakeholders who rely on trustworthy digital systems.
The Company’s products are intended to support stronger digital evidence, better record integrity, and more reliable agreement and compliance workflows. The Board believes these objectives require a culture of responsibility, transparency, security, and ethical conduct.
As the Company develops, the Board intends to consider the interests of relevant stakeholders, including:
- customers and users who rely on the Company’s software;
- professional firms and businesses adopting evidence-first workflows;
- suppliers and technology partners;
- employees and contractors;
- advisers and regulatory stakeholders;
- shareholders and future investors.
The Company aims to deal with suppliers and commercial partners on an arm’s-length basis and expects high standards of ethical behaviour from those with whom it does business.
4. Embed effective risk management, considering both opportunities and threats throughout the organisation
The Board is responsible for the Company’s approach to risk management and internal control.
As a technology business, Certus Ledger Plc is exposed to risks including product development risk, cybersecurity risk, regulatory risk, commercial adoption risk, funding risk, competition, intellectual property risk, data protection obligations, and dependence on key personnel and technology partners.
The Board will seek to identify and review material risks facing the Company and to ensure that appropriate mitigation measures are considered as the business develops.
The Board also recognises that risk management must be balanced with opportunity. The Company operates in markets where digital identity, electronic signing, Microsoft-native workflows, evidence packages, product traceability, and compliance automation are becoming increasingly important.
The Board will continue to review the Company’s risk profile as its products, customer base, regulatory exposure, and public market ambitions evolve.
5. Maintain the Board as a well-functioning, balanced team led by the Chairman
The Board is responsible for the leadership, strategic direction, oversight, and governance of Certus Ledger Plc.
At the Company’s current stage of development, the Board structure is expected to be proportionate to the size and needs of the business. As the Company grows, the Board intends to review its composition to ensure that it has an appropriate balance of executive leadership, independent judgement, financial experience, technology expertise, public company experience, and sector knowledge.
The Board expects to meet regularly and to receive timely and accurate information sufficient to discharge its duties.
The Company intends to establish Board committees, including an Audit Committee and Remuneration Committee, at the appropriate stage of development. The Board will also consider whether a Nomination Committee or other committees are required as the Company grows.
Where the Company does not fully comply with the QCA Corporate Governance Code, the Board intends to explain the reasons for non-compliance and review the position as the Company develops.
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board recognises the importance of having directors with the appropriate skills, experience, and judgement to guide the Company.
The Company’s required skill base includes technology development, corporate finance, public markets, governance, cybersecurity awareness, software commercialisation, legal and regulatory understanding, investor relations, and strategic partnership development.
The Board will keep its composition under review and will seek to add further skills and experience where required.
As Certus Ledger Plc develops its product portfolio and public market ambitions, the Board expects director skills and capabilities to be reviewed periodically to ensure they remain appropriate for the Company’s strategy.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Board intends to review its own performance, as well as the performance of any committees, against the Company’s strategic objectives and stage of development.
Given the Company’s current stage, Board evaluation may initially be carried out internally. As the Company grows, the Board may consider whether more formal or externally facilitated evaluation processes are appropriate.
The Board’s performance will be considered in relation to matters including strategy, governance, risk management, financial oversight, product development, stakeholder communication, and preparation for future public market requirements.
Succession planning will be reviewed as the Company develops and as additional executive, operational, or non-executive roles become necessary.
8. Promote a corporate culture that is based on ethical values and behaviours
The Board intends Certus Ledger Plc to operate with integrity, transparency, and accountability.
The Company’s product strategy is based on the principle that important digital events should be properly evidenced. That principle also informs the Company’s own culture: decisions should be documented, responsibilities should be clear, risks should be considered, and stakeholders should be treated fairly.
As the Company grows, the Board intends to develop appropriate policies covering areas such as anti-bribery and corruption, data protection, information security, conflicts of interest, supplier conduct, whistleblowing, and employee standards.
The Board will seek to ensure that ethical values are reflected in the Company’s decision-making, product development, commercial activity, and stakeholder communications.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board is responsible for approving the Company’s strategy, budgets, material contracts, financing activities, governance policies, risk management approach, and major corporate actions.
At this stage, the Company’s governance structures are intended to be proportionate to its size and development. As Certus Ledger Plc grows, the Board expects its governance processes to evolve.
The Board intends to ensure that appropriate records are maintained for Board decisions, committee meetings, shareholder communications, financial controls, and material strategic matters.
The Company will review its governance framework as it progresses toward potential admission to trading on the Aquis Growth Market and will seek to ensure that its structures are appropriate for a public company environment.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board recognises the importance of communicating clearly with shareholders and other stakeholders.
The Company intends to use its website as a central communication platform for corporate information, including governance statements, portfolio information, investor materials, reports, shareholder notices, and relevant announcements.
As the Company develops, shareholder dialogue may also include general meetings, investor presentations, public market announcements where applicable, media interviews, and direct engagement with professional advisers and stakeholders.
The Board intends to communicate the Company’s progress in a clear and balanced manner, including both opportunities and risks.
Certus Ledger Plc is building evidence-first digital infrastructure for the next generation of trusted agreements, product records, and compliance workflows.
The Board believes that strong governance, clear communication, responsible risk management, and ethical conduct are essential to building long-term shareholder value and preparing the Company for future public market participation.