Corporate governance

Application of the QCA Corporate Governance Code

Principle 1: Establish a strategy and business model which promote long-term value for shareholders.

EQTEC’s strategy is centred on delivering scalable, high-impact energy infrastructure through the deployment of its proprietary syngas technology and engineering capabilities. Our mission is to address two of the world’s most pressing challenges—the growing volume of waste and the global demand for clean, secure energy—by converting non-recyclable waste into valuable energy carriers and fuels.

Strategic Pillars

Our approach is built around three core strategic pillars:

1. Deepening Intellectual Property (IP) Leadership
   We are committed to advancing our proprietary syngas technology and engineering capabilities to stay ahead of evolving market expectations and regulatory requirements.
2. De-risking the Delivery Model
   We focus on a well-defined segment of the value chain—technology licensing and design—while partnering with best-in-class organisations for project development, construction, and operations. This capital-light model allows us to scale with lower execution risk.
3. Driving Margin Expansion and Scalability
   By leveraging an IP licensing model supported by our specialist engineering services, we enable the deployment of EQTEC technology across a broad range of markets and applications, accelerating growth and improving margins.

Unique Positioning

EQTEC stands out as one of the few technology providers in the circular economy space capable of integrating waste management with low-carbon energy generation. Our systems convert a wide range of feedstocks—including municipal solid waste, contaminated plastics, and agricultural or industrial residues—into synthesis gas (“syngas”) without generating hazardous emissions.

This clean and flexible energy platform enables the production of:

• Electricity and heat
• Renewable natural gas (RNG) and hydrogen
• Liquid fuels, such as sustainable aviation fuel (SAF)
• Biochar and green chemicals

Delivered through modular, scalable designs, our solutions offer decentralised energy generation with high reliability and environmental compliance.

Commercial Focus

Given the limited number of operational plants, EQTEC’s current revenues are primarily derived from Services and Equipment Delivery. As more plants come online, revenue from Licensing and Support is expected to increase.

We are currently expanding our solution portfolio to include syngas applications for advanced biofuels—RNG, hydrogen, and liquid fuels—alongside existing solutions for power generation, thermal energy, and biochar production.

Customer-Centric Solutions

Each solution is tailored to the specific objectives of the customer’s plant, including location, scale, feedstock type, and community needs. For example:

• Industrial Clients may require on-site facilities that convert predictable volumes of industrial waste into energy for their operations.
• Utility Companies may seek to decarbonise legacy assets by integrating syngas infrastructure that supports a phased transition to clean energy.
• Municipal Authorities may benefit from right-sized facilities located at waste management centres to eliminate waste locally and produce energy for the surrounding community.

Through this approach, EQTEC is establishing a catalogue of modular solutions that can be standardised and scaled across these sectors.

Global Opportunity and Market Prioritisation

While our technology is globally applicable across Industrial, Utility, and Municipal clients, we are selective in market engagement. Regulatory frameworks, tariff structures, incentives, and supply chain conditions vary significantly across regions, and we prioritise those markets offering the most attractive commercial and policy environments.

As we grow, we aim to expand access to our technologies across more geographies, enabling greater energy independence, industrial decarbonisation, and circular resource utilisation.

Near-Term Objectives and Shareholder Value

In the near term, EQTEC is focused on:

• Strengthening credibility with target customers through performance at reference plants
• Expanding a trusted network of delivery partners
• Accelerating commercialisation in key markets

The Board believes that these actions will deliver near-term value through increased market recognition and growth in market capitalisation, as the Company executes on its capital-light, IP-led strategy.

Principle 2: Seek to understand and meet shareholder needs and expectations.

The Board is committed to open communication with its shareholders to ensure the strategy, business model, and performance are understood.  

• Communication Channels: We communicate via Regulatory News Service (RNS) announcements, the Company website which includes investor information and contact channels, social media updates, and periodic video interviews with leadership.  
• Annual General Meeting (AGM): All shareholders are encouraged to attend the AGM, providing a forum to engage directly with the Board. Voting results are announced via RNS and published on the website.  
• Understanding Shareholder Views:
  • The Board receives updates on shareholder relations from its NOMAD, brokers and other advisors.
  • Executive Directors meet with significant investors and analysts periodically.
  • Feedback received through the Company website and other channels is monitored.

Contact details for investor relations are available here.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success.  

The Board recognises that the Group’s long-term success depends on its relationships with a wide range of stakeholders, including employees, partners, suppliers, customers, regulators, and the communities in which we operate.  

• Stakeholder Engagement: The Board aims for close oversight of key relationships. Engagement occurs through various operational and strategic interactions.  
• Environmental, Social, and Governance (ESG): Our technology inherently supports positive environmental outcomes by converting waste into clean energy and biofuels, reducing landfill/incineration, cutting GHG emissions, and supporting local energy security. We strive to operate to high environmental, regulatory, and business standards.
• The Company achieved ISO 9001 (Quality), ISO 14001 (Environmental), and ISO 45001 (Occupational Health & Safety) certifications in 2023.  
• Code of Conduct: In alignment with the various legal and regulatory frameworks governing companies in the jurisdictions where the Company operates, EQTEC recognises its ethical and social responsibilities regarding how it conducts business in any and all markets. The Group maintains and applies a Code of Conduct covering health & safety, non-discrimination, safeguarding assets, conflicts of interest, anti-bribery & corruption, and competition/trade controls. This applies to all directors, employees, contractors, and partners.  

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation.

Effective risk management is crucial for achieving our strategic objectives. The Board is responsible for the Group’s system of risk management and internal controls and for reviewing its effectiveness.  

• Process: The Board maintains a corporate risk register, which is reviewed and updated bi-annually. This process involves identifying key risks, assessing their potential impact and probability, and ensuring appropriate mitigation strategies are in place. Risk management is integrated into Board discussions and decision-making.  
• Internal Controls: The Board has established internal control structures appropriate for the Group’s size and complexity. Financial controls include regular monitoring and reporting. Policies are in place covering areas such as anti-bribery, share dealing, and insider trading.  
• Internal Audit: Given the Group’s current size and the close involvement of executive management, the Board does not currently consider a dedicated internal audit function necessary. The Audit Committee keeps the need for an internal audit function under review.  
• Principal Risks: EQTEC operates in a dynamic and complex environment where its success is influenced by a range of external and internal risks. The Board regularly reviews key risks, implements mitigation strategies, and ensures governance processes are in place to manage them effectively. The principal risks currently facing the business are outlined below:

Principle 5: Maintain the board as a well-functioning, balanced team led by the chair.

The Board currently comprises:

• Ian Pearson (Independent Non-Executive Chairman), David Palumbo (Chief Executive Officer), Yoel Alemán Méndez (Chief Technology Officer), Thomas Quigley (Independent Non-Executive Director), Brian Cole (Independent Non-Executive Director).
• The Board consists of 2 Executive Directors and 3 Non-Executive Directors, including the Non-Executive Chairman.

The Board considers Thomas Quigley and Brian Cole to be independent. Independence is assessed based on the QCA Code’s criteria, considering factors such as tenure, shareholdings, and business relationships. The Chairman, Ian Pearson, was considered and remains independent since appointment. The Board periodically reviews NED shareholdings to ensure independence is not compromised.

• Roles: The roles of Chairman and CEO are separate. The Chairman leads the Board and ensures its effectiveness, while the CEO manages the Group’s business and leads engagement with shareholders. There is a formal schedule of matters reserved for the Board and clear delegation of authority.
• Meetings & Attendance: The Board meets regularly throughout the year.
• Company Secretary: The role of Company Secretary is typically performed by the CFO. The Company Secretary supports the Chairman in ensuring Board procedures are followed and advises on governance matters. All directors have access to the Company Secretary’s advice and services. Independent professional advice is available to directors if required, at the Company’s expense.

Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.  

The Board considers that its directors possess a suitable range of skills, experience, and backgrounds relevant to the Group’s strategy and operations, covering technical, commercial, financial, and public market areas.

• Director Biographies can be found here.
• Appointments: The Board has adopted guidelines for the appointment of Non-Executive Directors. These provide for the orderly and constructive succession and rotation of the Chairman and Non-Executive Directors insofar as both are appointed for an initial term of three years and may, at the Board’s discretion and best interests of the Company, be appointed for subsequent terms. The Chairman may serve as a Non-Executive Director before commencing a first term as Chairman.  
• Development: Directors receive relevant updates on the Group’s business, the competitive landscape, and regulatory matters.

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.  

The Board recognises the importance of evaluating its performance and effectiveness.

• Process: The Board evaluation process is carried out annually, via a discussion led by Chairman, engaging key stakeholders and external consultants.
• Succession Planning: The Board considers succession planning as part of its evaluation process. Guidelines are in place for the orderly succession of the Chairman and NEDs. The approach to executive succession planning, falls under the full Board. 

Principle 8: Promote a corporate culture that is based on ethical values and behaviours.

The Board aims to foster a culture aligned with the Group’s objectives, strategy, and ethical values.

• Ethical Values: The Group’s Code of Conduct outlines the expected standards of behaviour for all directors, employees, and partners, emphasising health & safety, integrity, non-discrimination, and compliance with laws. The Board promotes adherence to these values through its own actions and oversight.  
• Culture: The Board seeks to engender a culture of supported leadership, autonomy, collaboration, and commitment to delivering sustainable outcomes.  

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board.  

• Board Structure: The Board structure, including the separation of Chairman and CEO roles and the balance of Executive/Non-Executive directors, is considered appropriate for the Company’s current size and complexity.
• Committees: The Board has established Audit and Remuneration Committees with formally delegated duties and responsibilities:
  • Audit Committee: Chaired by Tom Quigley includes Ian Pearson. Key responsibilities include monitoring the integrity of financial statements, reviewing internal controls and risk management systems, overseeing the external audit process, and reviewing accounting policies. It meets at least twice a year and has unrestricted access to the external auditor.  
  • Remuneration Committee: Includes Ian Pearson and Brian Cole. Key responsibilities include reviewing Executive Director performance, determining remuneration policy, and setting remuneration packages, including any incentive plans. It meets at least twice a year.  
• Information Flow: Directors receive appropriate and timely information ahead of meetings. Board and committee papers are distributed with sufficient time for review.
• Evolution: Governance structures are reviewed periodically to ensure they remain effective as the Group evolves.