BOARD CHANGES TO SUPPORT GROWTH ACCELERATION
I am pleased to present my report on the activities of the Nomination Committee in 2025.
The role of the Nomination Committee is to lead Board and executive succession planning in alignment with the long-term strategy of the business.
Dear Shareholder
In 2025, the Committee reviewed the balance of skills, knowledge, experience and diversity to maintain robust and effective challenge to and stewardship of the Group’s purpose and strategy and managed a number of directorate changes. Following G McGrath’s decision to retire, a CFO succession process was carried out, concluding with the appointment of N Wright in September 2025. Reaching the end of a nine-year tenure, D Robertson stepped down from the Board at the end of the year. He was replaced as Audit Committee Chair by J Clarke, appointed as a Non-Executive Director in October 2025. Effective 1 January 2026, M Swift took the role of Senior Independent Director. Further details of the appointments process are provided below.
Zotefoams’ Group Executive Team (GET) was refreshed in 2025. Further details are provided in the Chair's Statement.
The Board is focused on the continuous improvement of its performance. This year, the Nomination Committee engaged Teneo to bring greater objectivity and fresh insights to the annual Board evaluation process. Further details are provided below. The Board concluded that it had operated effectively in 2025 and would continue to address areas identified for further development.
Recognising that a people strategy sits at the core of the future of the Group, the HR function engages regularly with the Board and is represented on the GET, and in risk steering committee meetings, which focus on the mitigation of HR risks and the identification of opportunities that might impact and support the Group’s achievement of its business objectives. These matters include the consideration of diversity at Group level, employee engagement and effective succession planning. The GET is also provided with regular updates, and reports are presented to the Board at least twice a year on HR strategic matters.
The Committee is satisfied that the separation of Executive and Non-Executive roles at the head of the Group has been maintained, with the Company Chair being responsible for leading the Board and the Group CEO being responsible for the executive leadership of the business.
Further details are provided in the Corporate governance.
The Committee will continue to focus on succession planning and talent development over the long term in 2026.
L Drummond
Chair of the Nomination Committee
10 April 2026
Board appointments
Appointments to the Board are proposed by the Nomination Committee and approved by the Board. New appointments are made on merit against objective criteria, taking account of the specific skills and experience, independence and knowledge needed to ensure a rounded Board and the benefits each candidate can bring to the overall Board composition. Search consultants selected by Zotefoams are required to cast their search sufficiently broadly to identify the best candidates, regardless of background. Care is taken to ensure that appointees, as well as the existing Directors, have sufficient time to devote to their roles.
Board induction
The new Group CFO and the new Audit Committee Chair both followed a comprehensive induction programme designed to provide a thorough introduction to the business.
Induction programme
- Meetings with the Company Chair and Non-Executive Directors
- Meetings with the Group CEO, exiting Group CFO and GET members
- Risk management briefing
- Directors’ duties and governance training from the Group Company Secretary
- Compliance training, including data protection, anti-bribery and corruption, modern slavery and insider trading
- Briefing on the stance of key shareholders
- Meeting with auditors, brokers, PR advisers and solicitors.
In addition, the new Group CFO visited Zotefoams’ Polish and US subsidiaries and Overseas Konstellation Company S.A. (“OKC”) following its acquisition by Zotefoams. He has also engaged extensively with the Company’s External Auditor, bankers, pension trustees and tax advisers.
Diversity
The Board recognises that cognitive and experiential diversity can enable a wider perspective in decision-making and last reviewed its Board Diversity Policy in March 2024 in order to align it with the UK Listing Rules and best practice. The Board Diversity Policy sits alongside the Equality, Diversity and Inclusion Policy which sets out Zotefoams’ broader commitment to diversity and inclusion. The Group’s diversity figures and current diversity initiatives are provided in our Social section.
Under Listing Rules LR 9.8.6R(9) and LR 14.3.33R(1), Zotefoams plc is required to confirm whether the Company has met the following diversity targets:
- at least 40% of the Board should be women
- at least one of the senior Board positions (Chair, Chief Executive Officer (CEO), Senior Independent Director (SID) or Chief Financial Officer (CFO)) should be a woman
- at least one member of the Board should be from a minority-ethnic background.
The reference date used for the purposes of this disclosure is 31 December 2025. At the end of 2025, our Board comprised five male and two female Directors, giving an overall female membership of 29%. All Board members are from a white ethnicity background. The Board members have gained their business experience across a broad range of industries, covering industrial, engineering, energy, education, medical, food, intellectual property and financial services, which results in significant collective knowledge of business practices and a high degree of international exposure. The Board also benefits from the broad cultural, educational and professional backgrounds of its members.
A female Board Fellow from an ethnic minority background, appointed in May 2024, concluded her tenure in October 2025.
In line with the Board Diversity Policy and the Equality, Diversity and Inclusion Policy, the Company will continue to strive to improve its ethnic and gender diversity. It is acknowledged that, in periods of Board change, there may be times when these thresholds are not maintained. As of the date of approval of the Annual Report, the above diversity targets have not been met.
The search processes undertaken in 2025 considered the following.
Audit Committee Chair
Twelve candidates, 42% of whom were females and none of whom were from a minority-ethnic background. The final shortlist comprised three males and two females from a white ethnicity background. A male from a white ethnicity background, J Clarke, was selected.
Group CFO
99 candidates, 25% of whom were females and 6% of whom were from a minority-ethnic background. The final shortlist comprised ten males and two females from a white ethnicity background. A male from a white ethnicity background, N Wright, was selected.
Both appointments were made on merit against objective criteria, taking account of the specific skills and experience, independence and knowledge needed to ensure a rounded Board and the benefits the candidates could bring to the overall Board composition. The search processes undertaken were fair and took into consideration the aspirational targets set by the Hampton-Alexander review and the Parker review.
Board evaluation
Following the adoption of a new strategy in 2024, the Board is focused on building sustainable success to create long-term shareholder value. An in-depth evaluation carried out by Teneo, an independent advisory firm, has confirmed that overall the Board is functioning well and is aligned with the Company’s values, and that its current composition contains an appropriate balance and diversity of views, qualifications, skills, experience and personal attributes necessary to carry out its duties and responsibilities. A number of areas of development were identified through the review, including:
- a refinement of management information provided to the Board
- the introduction of additional Board employee engagement initiatives
- enhancing risk governance through the Audit Committee.
Each month, all Directors receive management reports and briefing papers in relation to Board matters in a timely manner to ensure that they have sufficient time to consider the information and act accordingly. New appointments to the Board receive an induction and, where appropriate, training. The Directors have access to the Company Secretary and independent professional advisers, at the Group’s expense, if required for the furtherance of their duties.
The Directors also undertake continuing professional development activities through the year to support development areas identified through the Board evaluation process, as well as to keep themselves up to date with evolving rules, regulations and guidance.
Key areas of focus
The Nomination Committee comprises the Chair and the four independent Non‑Executive Directors as at 31 December 2025. The members of the Nomination Committee on 31 December 2025 were L Drummond (Chair), J Carling, J Clarke, M Swift and C Wall. D Robertson, who was a member during 2025, retired on 10 December 2025.
The biographies of the Committee’s members in post as at 7 April 2026 can be found in the Board of Directors section.
The Non-Executive Directors’ independence is reassessed annually through the review of a personal declaration.
The Nomination Committee operates within defined Terms of Reference and is responsible for putting in place succession plans for the Board, reviewing the continuation in office of the Directors and managing the recruitment of new Board members within criteria set by the Board. The Committee met three times in 2025 as detailed in the Corporate Governance report. In addition, the Chair and D Robertson held informal discussions and a number of meetings with Teneo in relation to the search for a Non-Executive Director and a Group CFO. The Committee is supported by the Company Secretary in planning its activities, monitoring best practice and meeting its Terms of Reference.
The main responsibilities of the Committee are to:
- evaluate and review the structure, size and composition of the Board, including the balance of skills, knowledge, experience and diversity of the Board, taking into account the Group’s risk profile and strategy
- identify and nominate suitable candidates for appointment to the Board, including the Chair of the Board and its Committees, against a specification of the role and capabilities required for the position
- lead on the annual performance evaluation of the Board and its Committees
- identify and manage any potential conflicts of Directors’ interests
- review the external interests and time commitments of the Directors to ensure that each has sufficient time to effectively discharge his/her duties
- manage succession planning for the GET and Non-Executive Directors
- seek engagement with shareholders on significant matters related to the Committee’s areas of responsibility when appropriate to do so.
During 2025, the Committee:
- engaged Teneo to carry out a Board evaluation
- recommended the appointment of a new Group CFO and a new Non-Executive Director
- arranged for the Board to review diversity considerations in succession planning, having regard to the requirements of the Hampton-Alexander review and the Parker review, and agreed compliance with Listing Rules LR 9.8.6R(9) and LR 14.3.33R(1) in relation to the Board diversity
- kept the composition of the Board and its Committees under review
- considered and recommended to the Board the re-election of each Director ahead of their re-election by shareholders at the Company’s 2025 AGM
- continued to review succession and development plans for the GET and wider senior management team to ensure that a suitable talent pool remained in place and continued to be nurtured to meet the Group’s strategic objectives
- ensured that, at least annually, the Non‑Executive Directors met without the Executive Directors present.