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Strategic reportGovernance reportFinancial reportSupplementary informationKey to committeesat 31 December 2021Committee ChairA AuditN NominationR RiskHenrietta MarshIndependentNon-Executive DirectorXavier RobertIndependentNon-Executive DirectorWu Long PengNon-IndependentNon-Executive DirectorAppointed to the Board:2019Appointed to the Board:2020Appointed to the tishSkills and experience:Henrietta has more than30 years’ experience ininvestment and financialservices having worked for 3iGroup, Morgan Stanley andISIS Equity Partners (nowLiving Bridge Equity Partners)where she founded andchaired the AIM VCTManagers Group. She wasformerly a Non-ExecutiveDirector and Chair of theremuneration committees atElectric Word plc, AlternativeNetworks plc and Dods Groupplc, all of which were tradedon the Alternative InvestmentMarket (AIM) and discoverIEGroup plc, which is listed onthe London Stock Exchange.Henrietta has an MAin Mathematics fromCambridge Universityand an MBA from INSEAD.Other roles:Henrietta currently serves asa Non-Executive Director atHerald Investment Trust,which is listed on the LondonStock Exchange. She is amember of the LSE’s AIMAdvisory ls and experience:Xavier is a senior privateequity professional withmore than 20 years ofexperience in M&A andinvestment, deal experienceacross Europe and the US.He is the Chief InvestmentOfficer of the global privateequity firm Bridgepoint andsits on the Executive andInvestment Committees.Previously Xavier was incharge of technologyinvestment globally for hisprivate equity firm.Other roles:Xavier is Chairman ofQualitest, the largestprivately-owned softwaretesting company. He is alsoon the Board of Kyriba, the#1 software solution forcorporate treasurymanagement.CommitteeMembership:AER RemunerationE ESGTenure (since listing in 2014)0-5 years 5 years 44NNationality:SingaporeanSkills and experience:Long Peng has been aDirector of Gamma entitiessince 2011. He was theExecutive Director of Kuok(Singapore) Limited until2017 and has over 30 yearsof experience in finance andcorporate affairs overvarious industries.Long Peng is a FellowMember of the Associationof Chartered CertifiedAccountants, UnitedKingdom and a Member ofthe Institute of SingaporeChartered Accountants.Long Peng is a “nonindependent non-executive”as at the time of float he wasthe representative of one ofour founder shareholders.He sits on the AuditCommittee as he is aChartered Accountant andhas significant experienceas a CFO of a number ofcompanies (albeit he is nowretired from executive roles).The Board feels that it isbetter to have Long Peng siton the Audit Committeegiven his experience andexpertise even though he istechnically “non-independent”.Other roles:Long Peng is a Non-ExecutiveDirector and a Member of theAudit and Risk Committee ofMapletree Commercial TrustManagement Ltd.Gamma Communications plcAnnual Report and Accounts 2021IndependenceIndependent Non-Executive 5Executive 2Non-Independent Non-Executive 1Board genderMale Female 62* Long Peng was a Director of theprevious holding company from 2011.At the AGM on 20 May 2021 AlanGibbins and Andrews Stone stood downfrom the Board.51

Senior Leadership TeamOur SeniorLeadership TeamWe have a strong and talented leadership teamwho support the Board and are responsible forday-to-day operations within the business.123456710125281113Gamma Communications plcAnnual Report and Accounts 20219

Strategic report1 Andrew TaylorChief Executive Officer B iography availableon Board of DirectorsPage 50Governance reportFinancial report3 Malcolm GoddardGroup Commercial Director4 Phil StubbsChief Technical OfficerMalcolm joined Gamma in 2005bringing over 15 years’ experiencein M&A, multi-national procurement,business management and IToutsourcing.Phil joined Gamma in 2018 to lead theCompany’s technical strategy andmanage the end-to-end design anddevelopment of the Gamma networkand products. He has over 20 years’experience in delivering high valuesolutions within communicationscompanies, both within networkoperators and solution vendors.Malcolm’s early career was withICI and AstraZeneca, and he hasa degree in Engineering fromCambridge University.Andrew BelshawChief Financial Officer2Phil spent the early part of his careerin software development at Vodafoneand has degrees in ElectronicEngineering and Mathematics.Supplementary information5 Chris WadeChief Marketing and ProductsOfficerChris joined Gamma in December2020 from Aptitude Software wherehe held the role of Chief ProductOfficer. Prior to this Chris held anumber of leadership roles instrategy, product managementand marketing in several differentoperating businesses within TheSage Group plc, one of the leadingprovider of business managementsolutions to SMEs globally.Chris holds a MPhys in Physicsfrom Jesus College, Oxford. B iography availableon Board of DirectorsPage 506 John MurphyGroup Operations Director7 Chris BradfordChief People OfficerJohn joined Gamma in 2011 bringingover 15 years of experiencedelivering successful customerservice projects and large financialprogrammes within the telecoms,financial services and utilitiesindustries. Having previously spenteight years as a change managementconsultant, he then took anoperational role for Gamma in 2013and since that time has worked invarious senior operational rolesbefore being appointed to GroupOperations Director in 2018.Chris joined Gamma in 2021 tolead the Company’s People andEngagement strategy, havingworked as a Board level HR leader,and subsequently as a consultant,on business transformation andorganisation design programmesfor organisations across multiplesectors and geographies such asVodafone, Equinix, Aviva Investors,the Financial OmbudsmanAssociation and the British OlympicAssociation.10 David MacfarlaneManaging Director – UK Direct11 Gerben WijbengaChief Executive Officer –Gamma CommunicationsBeneluxDavid joined Gamma in 2012following Gamma’s acquisitionof his managed services businessVaridion Limited and now heads upthe UK Direct division.Prior to this, David was the CTO atSirocom and latterly the Group CTOat Azzurri Communications and hasover 25 years’ experience in creatingand delivering managed services.She holds a first class honours degreein English from Leeds University.Gerben joined Gamma in August2020 taking full responsibility forbusiness activities across theNetherlands. Gerben worked at KPNfor 10 years. After KPN Gerben wasDirecteur Général at Simyo Franceand CEO at Ortel Mobile, an ethnicMVNO with activities in sixcountries. Gerben spent time atTelefonica (Deutschland) and Tele2(The Netherlands), where he was theCEO of Blau Mobilfunk andManaging Director of the Consumermarket, respectively. In his mostrecent role, Gerben was CEO atLebara Deutschland, a marketleading MVNO based in Düsseldorf.8 Andy MorrisChief Strategy and OperatingOfficerAndy joined Gamma in 2006 andhas experience in establishing andrunning high-quality, customerorientated operations. In hisprevious roles at Cable & Wireless,he successfully ran a business unitresponsible for 12 of the entity’slargest corporate customersincluding Marks and Spencer andAlliance and Leicester. He has alsobeen involved with a number oftelecom start-ups in Europe.Andy spent the early part of hiscareer with GEC Marconi Aerospaceand is an Engineering graduate ofNottingham Trent University.12 Xavier CasajoanaChief Executive Officer –Voz TelecomXavier joined Gamma in April 2020following Gamma’s acquisition ofVoz Telecom.After more than 10 years inInformation Systems Management,Xavier joined Worldonline asDirector of Information Systems.After merging with Tiscali, hebecame Director of the BusinessServices Division and later held therole of General Manager for Spain.In February 2003 he co-foundedVoz Telecom as the CEO.He has a degree in ComputerScience from the UniversitatPolitècnica de Catalunya and aMasters in Business and Technologyfrom the Universitat Ramom Llull.Gamma Communications plcAnnual Report and Accounts 20219 Daryl PileManaging Director – UK IndirectDaryl joined Gamma in 2003 and hasbeen central to the developmentand execution of our Indirect Salesstrategy which has deliveredsustained revenue and margingrowth every year. With over 25years of experience, he previouslyheld a number of senior businessdevelopment roles at Telia, Uniworldand Gamma. Prior to his currentposition, Daryl was Director of PublicSector at Gamma, joining the seniorleadership team in 2015.Daryl is a graduate of the Universityof Surrey with a degree inEconomics.13 Achim HagerChief Executive Officer – HFOAchim joined Gamma in July 2020following Gamma’s acquisition ofHFO Holding. He founded HFOHolding in 1998.After an apprenticeship in theSchmidtBank, he studied businessEconomics.Achim is member of the supervisoryboard of the German Carrierassociation Breko and has beensupporting different noncommercial regional activitiesthroughout his career.53

Corporate governance reportCorporategovernance reportBoard activitiesOperation of the BoardThe Board comprises of eight Directors, two of whom areExecutive Directors and six of whom are Non-Executive Directors,reflecting a blend of different experience and backgrounds.Strategy Approved the proposed acquisitions of Mission Labs.Of the Non-Executive Directors, the Group regards Richard Last,Martin Lea, Charlotta Ginman, Henrietta Marsh and Xavier Robertas Independent Non-Executive Directors within the meaning of theQCA Corporate Governance Code (2018 edition).The Board is responsible to the shareholders for the propermanagement of the Group. It meets regularly, to review tradingperformance, set and monitor strategy, examine acquisition anddivestment possibilities, approve major capital expenditureprojects and other significant financing matters and report toshareholders. The Board delegates authority to management forthe day-to-day business under a set of delegated authorities whichcover routine operational matters, purchasing procedures, financialauthority limits, contract approval procedures and the hiring offull-time and temporary staff and consultants.Matters for review by the Board are communicated in advanceof formal meetings. All of our Directors are subject to election byshareholders at the first AGM after their appointment to the Board.Thereafter, all Directors are subject to re-election by shareholdersat each AGM.The Chair and Non-Executive Directors have other third-partycommitments including directorships of other companies. TheCompany is satisfied that these associated commitments haveno measurable impact on their ability to discharge theirresponsibilities effectively.Board meeting attendanceExecutive DirectorsAndrew TaylorAndrew BelshawNon-Executive DirectorsRichard LastAlan GibbinsCharlotta GinmanMartin LeaHenrietta MarshXavier RobertAndrew StoneWu Long Peng Reviewed the Board composition of Non-Executive Directors. Reviewed the Board composition of Executive Directors. Discussed 2026 strategy planning.Operational Monitoring the focus of the software development team. Reviewing the product launches (e.g. Horizon Contact). Discussing the integration plans for the European business units. Reviewed operational changes as a result of the COVID-19pandemic including hybrid working arrangements.Financial performance Monitored 2021 performance against the approved budget. Approved the 2020 Annual Report and Accounts and determinedthey were fair, balanced and understandable. Approved the 2021 half-year results. Approved the final dividend for 2020 and 2021 interim dividend. Approved the 2022 budget. Received reports from the Audit Committee concerning theoverall level of financial governance of the Group.Board meetingAudit isk CommitteeESG /a4/4For changes in Committee memberships please see the Committee reports.54 Reviewed other potential acquisition targets which did notcomplete or were ongoing at year end.Gamma Communications plcAnnual Report and Accounts 2021

Strategic reportGovernance reportCorporate governance Reviewed and approved the Notice of AGM and corporategovernance disclosures. Considered the key provisions of the QCA codeand its application to the Company. Reviewed and approved the Matters Reserved for theBoard and each of the Committees’ terms of reference. Discussed the findings of the Board evaluationand agreed actions for the following year. Chair and Non-Executive Directors met withoutthe Executive Directors present. Review and approval of Group level policies.Risk Reviewed the status of the principal risks and progresswith the implementation of any mitigation plans. Received regular reports from Chairs of the Committeeson matters discussed. Received updates on regulatory developments.People and culture Discussed talent, diversity and succession planning. Reviewed the composition of the Senior Leadership Team in theUK and equivalent management groups for the overseas entities. Reviewed the results of the employee surveys. Reviewed updates regarding health and safety within the Group. Approved the appointment of Bill Castell as CFO (start May 2022). Approved the appointment of Andrew Belshaw (incumbent CFO)as Deputy CEO (start May 2022). Reviewed the Company’s values.Shareholders Reviewed feedback following the virtual investor roadshowsand other institutional shareholder meetings. The Chair met with shareholders as requested.Financial reportSupplementary informationTime commitmentThe Executive Directors are expected to devote substantially thewhole of their time, attention and ability to their duties, whereas,as one would expect, the Non-Executives have a lesser timecommitment. The Non-Executive Directors are required to spendsufficient time in the business to discharge their responsibilities.Typically, this is 50-60 days per year for the Chair, 25-30 days peryear for Independent Non-Executives with chair of committeeresponsibilities and 16-20 days for Non-Executives. The Chairand Non-Executive Directors have other third-party commitmentsincluding directorships of other companies. The Company is satisfiedthat these associated commitments have no measurable impacton their ability to discharge their responsibilities effectively. TheExecutive Directors are permitted to have third-party commitmentswith the permission of the Chair. The CEO has one externalappointment, details of which are included on page 50, the CFOhas no external commitments.During 2021, certain Directors who were not committee membersattended meetings of the Audit Committee and RemunerationCommittee by invitation. These details have not been included in theattendance table. Where a Director is unable to attend meetings ofthe Board or of Board Committees, such Director is invited to reviewthe relevant papers for the meetings and provide their commentsto the Board or the Board Committees in advance of such meetings.Training and developmentNew Directors receive induction on their appointment to the Boardwhich covers the activities of the Group and its key businessand financial risks, the terms of reference of the Board, and itsCommittees, and the latest financial information about the Group.The Board ensures that they keep their skills up to date. They aremade aware of accounting, regulatory, governance and GDPRchanges via papers to the Board, presentations and externaldocuments. An annual review of compliance with the AIM Rulesis also performed.All Directors have access to the advice and services of theCompany Secretary, who is responsible to the Board for ensuringthat Board procedures are followed and that applicable rules andregulations are complied with. In addition, the Company Secretarywill ensure that the Directors receive appropriate training asnecessary. The appointment and removal of the CompanySecretary is a matter for the Board as a whole. All Directors aresupplied with information in a timely manner in a form, and of aquality, appropriate to enable them to discharge their duties.Gamma Communications plcAnnual Report and Accounts 202155

Corporate governance report continuedBoard performanceThe Company has a formal process of annual performance evaluationfor the Board, its Committees and individual Directors. The Boardand its Committees are satisfied that they are operating effectively.The Nomination Committee concluded that it would be beneficial forthere to be an externally-facilitated Board performance review andthis review (which will complete within 2022) is currently underway inconjunction with Board Excellence Ltd. The scope includes evaluationof the performance of the Board, the Board Committees, individualDirectors and of the Chair.Board Excellence Ltd was selected via a competitive procurementprocess. It has no connection with the Company or any Director,although the Chair has been subject to their review process inanother company.CommitteesThe following Committees deal with specified aspects of theGroup’s affairs.Audit CommitteeThe make-up and workings of the Audit Committee are set outin the Audit Committee report on page 60.Remuneration CommitteeThe make-up and workings of the Remuneration Committee,together with details of the Directors’ remuneration, interest inoptions and information on service contracts, are set out in theDirectors’ Remuneration report. No Director is involved in thedecision about their own remuneration.Nomination CommitteeThe Nomination Committee assists the Board in discharging itsresponsibilities relating to the composition and make-up of theBoard and any Committees of the Board. It is also responsible forperiodically reviewing the Board’s structure and identifying potentialcandidates to be appointed as Directors or Committee membersas the need may arise. The Nomination Committee is responsiblefor evaluating the balance of skills, knowledge and experience andthe size, structure and composition of the Board and Committeesof the Board, retirements and appointments of additional andreplacement Directors and Committee members and will makeappropriate recommendations to the Board on such matters.The Nomination Committee has considered the composition ofthe Audit Committee and concluded that it is appropriate for LongPeng Wu to sit on the Committee. Mr Wu is a Non-IndependentNon-Executive Director by virtue of the time he has served onthe Board but he is a Chartered Accountant and has significantexperience in the field of finance as both an executive and nonexecutive which makes him an important contributor to the workof the Audit Committee.The Company’s policy is to attract and develop a highly qualifiedand diverse workforce, to ensure that all selection decisions arebased on merit and that all recruitment activities are fair andnon-discriminatory. We continue to focus on encouraging diversityof business skills and experience, recognising that Directors andmanagers with diverse skills sets, capabilities and experiencegained from different backgrounds enhance the Group. When werecruit senior roles (including Senior Managers and Directors) wework with agencies who can produce a diverse shortlist. The bonuscriteria of the senior team now contains a requirement that allshortlists for management roles must be diverse.56Gamma Communica

of Intertek Group plc and Managing Director of Racal Telecom. Martin joined Gamma in June 2014 and is Chair of the Risk and ESG Committees. Martin has a BA first class (Hons) degree in Business Studies, and is a Fellow of the Institute of Directors. Other roles: None Appointed to the Board: 2018 Committee Membership: E R Nationality: British