Investor Hub

The Chief Executive and Chief Financial Officer are the key shareholder liaison contacts alongside the company’s public relations advisors.

The Board actively engages with both institutional and private shareholders on at least four occasions each year, each in a forum that allows Management and the Board to hear investors’ views and answer their questions face to face. The Company’s NOMAD and public relations advisor provide written investor feedback after all investor presentations and meetings which are shared with the Board. Via communication with the Company’s NOMAD and analyst, together with Regulatory News Service announcements and the Company’s Annual Report, the Board gauges investor sentiment, sets expectations and communicates the Company’s intentions. The Board sees all write-ups on the Company by the financial press, monitors popular online bulletin boards and has a series of online facilities in place that provide a conduit between the Company and its shareholders.

The Board feels that the Company has achieved a very high level of shareholder engagement and continues to seek ways to enhance this.

If you would like to contact the company’s Management or have comments or questions, please email us direct or alternatively, register at tristel@walbrookpr.com to receive updates, RNS and notifications of presentations and events.

The Company’s financial calendar is:

*Months based on previous announcements of this kind.

Liz Dixon
Chief Financial Officer

The interests of the directors in the shares of the Company at 31 March 2024 were:

The total number of shares not held in public hands at 31 March 2024 was 1,509,562, constituting 3.18% of the company’s share capital.

Substantial Shareholdings

Except for the directors’ interests noted above, the directors are aware of the following who were interested in 3% or more of the Company’s equity at 31 March 2024:

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Tristel Plc
Chairman’s Corporate Governance Report 2023

This Corporate Governance Report is in compliance with the Quoted Companies Alliance (“QCA”) Corporate Governance Code.

As Chair of the Board of Directors, corporate governance is my responsibility. By following the QCA code, my Board colleagues and I seek to ensure that the Company operates efficiently and effectively and communicates well to promote confidence and trust in the Company’s Board and Management. The Board aims to balance the interests and expectations of the Company’s many shareholders and stakeholders by observing a transparent set of rules, practices and processes. I believe that by adhering to this clear set of guidelines which clarify authority and responsibility, requiring constant measurement and review, the Company is best placed to manage risk and achieve a high level of performance, both of which are pre-requisites to the Company’s long-term success.

Corporate Governance Review

The London Stock Exchange’s AIM Rule 26 requires all AIM quoted companies to give details of the corporate governance code that they have decided to apply, to explain how they comply with their chosen code, and, if they depart from the chosen code, to explain where and why. In the Board’s view, there are two obvious choices of code: the FRC’S UK Corporate Governance Code and the QCA’s Corporate Governance Code (the “QCA Code”). The latter has been drafted with SMEs in mind and we have chosen to apply it.

Each year the Board carries out a review of the requirements of the QCA Code and AIM Rule 26, with respect to both its governance arrangements and practices, and its reporting. The key changes that have resulted from this review during the year ended 30 June 2023, are:

• An update to this Corporate Governance Report
• Completion of a strategic review, in conjunction with the Company’s North American product launch, resulting in re-defined strategic objectives and financial goals
• Consideration by the Nominations Committee of the desired make-up of the Board of Directors, ensuring a strong mix of skills, knowledge, experience and diversity; alongside a review of the members of each committee to the Board and the level of independence held. Changes to the Committee memberships have been made as a consequence
• Completion of an external Board effectiveness review, and implementation of the resulting proposals
• Setting of personal objectives for Executive Management
• Further enhancement to Board reporting enabling improved insight into business activities
• A review and update to the Executive Management succession plan
• Formulation of an ESG strategy and setting of targets

Corporate Governance Code

The QCA Code is based on the principle that companies need to deliver growth in long-term shareholder value. This requires an efficient, effective, and dynamic management framework and should be accompanied by good communication which helps to promote confidence and trust. The QCA Code takes key elements of good governance and applies them in a manner which is workable for the different needs of growing companies. It is constructed around ten broad principles and a set of disclosures. Companies are asked to provide an explanation of how they are meeting the principles through the prescribed disclosures. Where a company departs from these principles the Board is asked to provide a well-reasoned explanation for doing so. The following section of this Corporate Governance Report seeks to provide this.

Principle 1 – Establish a strategy and business model which creates long-term value for shareholders

The Board reviews and re-sets the Company’s strategic goals annually. In July 2023 the primary goals were re-set, as:

Corporate

• Maximise Company’s value to all stakeholders

Medical device decontamination (Tristel brand):

• Through technological innovation maintain our position as the gold standard manual process for High Level Decontamination of medical devices.

Healthcare surfaces disinfection (Cache brand): 

• To become the global market leader in sporicidal surface disinfection

Secondary objectives and goals form part of the strategic plan and make an essential contribution to how the Company will deliver medium to long-term growth.

ESG:

• At the core of our mission lies the pursuit of creating a better and more sustainable business, avoiding harm, benefiting stakeholders and contributing to society. We believe that by leveraging our unique chemistry and innovative technologies, we can achieve these goals whilst simultaneously fostering an energetic, considerate and inclusive workplace. Operating in the Infection prevention arena enables us to say that we do the right thing, and by ensuring we have a genuine and steadfast focus on ESG we are also able to say that we do it in the right way.
• We have set ourselves the following carbon emission targets:
  • To achieve net zero emissions for scopes 1 & 2 by 2030, and
  • To achieve net zero emissions for scopes 1, 2 & 3 by 2045 in line with the NHS’s net zero target,
  • both, in so far as we can exercise control over our emissions impact.
• We have also set targets pertaining to health, safety and wellbeing; diversity, equality and inclusion; fair and decent work, which are detailed later within this report. We will be setting waste management targets during FY24.Full details of our ESG strategy and targets can be found within the ESG report.

The Company has a clear strategic plan set by the Board, including financial performance targets, an approach to risk, and a vision of the values necessary and appropriate to achieve the plan. These are described with the Chief Executive’s Report via internal reporting and interaction between the Board, Management and staff, there is company-wide understanding of how shareholder value will be derived from these principles.

The key risks to the company delivering upon its strategic objectives are:

• Competing technologies
• Divergence by regulators away from chemical disinfectant products
• A shift in market acceptance of manual decontamination systems

The risks are addressed through product development, enabling the benefits of alternative systems to be incorporated into our offering whilst maintaining its existing unique and very high performance qualities.

The business strategy, financial targets and key risks are clearly stated within our Annual Report to ensure that Shareholders can see how the Board intends to deliver long term shareholder value and security, whilst protecting it from unnecessary risk.

Principle 2 – Seek to understand and meet shareholder needs and expectations

The Chief Executive and Chief Financial Officer are the key shareholder liaison contacts alongside the company’s public relations advisors.
The Board actively engages with both institutional and private shareholders on at least four occasions each year, each in a forum which allows it to hear investors’ views and answer their questions face to face. The Company’s NOMAD and public relations advisors provide written investor feedback after all investor presentations and meetings, which are shared with the Board. Via communication with the Company’s NOMAD and analyst, together with Regulatory News Service announcements and the Company’s Annual Report, the Board gauges investor sentiment, sets expectations and communicates the Company’s intentions.

The Board sees all write ups on the Company by the financial press, monitors popular online bulletin boards and has a series of online facilities in place that provide a conduit between the Company and its shareholders. AGM voting recommendations and trends are reviewed by the Board and actions taken when there is evidence that shareholders expectations are not being met.

The Board feels that it has achieved a high level of shareholder engagement and continually seeks ways to further enhance this.

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

Management’s close day to day connection with employees combined with regular engagement surveys, staff meetings, education sessions and social events ensure good relations with and between employees. These activities allow employees to share their views on how the Company can ensure greatest chance of success for its products, processes and outcomes, as well providing a positive work environment. The Board’s assessment is that the Company’s culture is energetic, candid and considerate, which is reflected in the achievement of its strategic goals.

An appropriate and positive relationship with suppliers, advisors and customers is a pre-requisite of the successful operation of the Company and exists in all areas of the business. The Company seeks to find innovative solutions to issues presented by customers which not only strengthens their good relations but provides immediate feedback allowing the Company to continually re-evaluate its strategic positioning and product offering. Product design and development, which has been vital to the Company’s success, is at the heart of the business operation and is driven by the close understanding between Management and end users of the Company’s products.

The management team works closely with regulators, key opinion leaders and authors of clinical guidelines in all countries, seeking counsel and working in cohort when appropriate. Effective connections and relationships are key to the success of the business and via these networks the Company has built strong barriers to competition, consisting of the inclusion in guidelines, studies, published papers, and medical device manufacturer care cards. These relationships and their outcomes, combined with the Company’s proprietary formulation of chlorine dioxide and extensive patent protection, give the Board confidence that long term success can be achieved by the Company in accordance with its strategic plan.

Post market surveillance and effective complaints and feedback handling are a mandatory element of the Company’s quality accreditation and enable an invaluable feedback loop into future product development.

ESG

Full details of the Company’s ESG strategy, goals and activities can be found in the ESG report. In addition to the items outlined within the ESG report, the Company will continue its community and social activities, which currently include:

• Support of local and small businesses
• Sponsorship of local amateur and school sports teams
• Support of charities connected to the company’s staff and its local community
• Staff fundraising events
• Walking and sports events for staff, friends and families

The Board is involved in setting the Company’s ESG strategy, has oversight on activities and receives regular reporting on KPIs and the achievement of goals. ESG is discussed in depth as part of the Board’s annual Strategy Day, during which it was agreed to:

• Adopt the ESG strategy, goals and KPIs above
• Consider which ESG accreditations and guidelines that it may seek to adopt, to further enhance the Company’s ESG profile.
• Enhance the Annual report and Company website to provide clear updates to readers on the Company’s ESG activities.

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

Business opportunities, wins, losses and threats are shared by the Management team with the Board. Risks and their mitigating factors are documented, with high-risk situations immediately acted upon. Health & safety risk assessments are a high priority given the nature of the business as a chemical manufacturer and are completed on a continual basis. Operational risks and uncertainties are discussed daily within the business in departmental meetings. A Business Continuity and Disaster Recovery plan has been updated in the year with scenario planning events taking place twice a year. Financial risks are considered by the Board at each Board meeting. The Board is provided with global sales and cash information daily, allowing it to quickly respond in fast-moving situations.

The Board ensures the risk management and related control systems are effective through internal review and assessment, which is part of its continuous improvement strategy.

Principle 5 – Maintain the Board as a well-functioning, balanced team led by the Chair

In addition to daily access to sales numbers and the cash position of the Company, the Board receives detailed information and reporting from every geographical and functional part of the business, direct from the responsible individuals. The information is high quality and comprehensive, ensuring that the Board is well informed and has the tools to facilitate proper assessment of matters which require its insight and decision making.

The Board believes that there is an appropriate balance between Executive and Non-Executive Directors on the Board. Isabel Napper is the Senior Independent Non-Executive Director, Bruno Holthof who is the Non-Executive Chair of the Board is also independent. Tom Jenkins and Caroline Stephens are Independent Non-Executive Directors, Tom becoming independent in the final quarter of the financial year. David Orr is not considered to be independent by virtue of his directorship and shareholding in Manor packaging, a supplier of cardboard to the Company. David will step down from the Board at the end of his 9 year tenure, during 2024.

By the end of the year, the Board was complying with the QCA Code’s requirement that at least half of the Board should be independent Non-Executive Directors. It is believed that the mix of non-independent directors bring great specialist, analytical and entrepreneurial attributes to the Board, adding viewpoints and competencies that further enrich it.

The Executive team consists of Tristel’s Chief Executive Paul Swinney and Chief Financial Officer Elizabeth Dixon, who are married, and Bart Leemans. Bart is an Executive Director, alongside his role managing the Group’s French and Belgian operations.

All Directors are encouraged to foster an attitude of independence of character and judgement. The relevant experience, skills, and personal qualities that each Director brings to the Board are detailed within the Directors Biographies, published within the Remuneration Report. Each Director keeps their skillset up to date by reading relevant publications and attending external training and personal development courses and workshops.

Each Non-Executive Director is expected to give at least 16 days per annum to the Company’s business.

Principle 6 – Ensure that the Directors collectively have the appropriate skills, capabilities and experience

The Board consists of individuals with backgrounds and experience in publicly and privately-owned healthcare, commerce, finance, legal and manufacturing organisations. Collectively, the Board’s members have a wide range of experience, personal qualities, and capabilities.

The Board contains three Executive Directors, two male and one female, and of five Non-Executive Directors, two are female and three male. In all new appointments the Board aims to appoint candidates who bring new and diverse attributes to its complexion.

In accordance with the QCA Code Non-Executive Directors are only eligible to serve for up to 9 years. At each Annual General Meeting, at the discretion of the Nominations Committee, all directors are put forward for re-election.

Principle 7 – Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The performance and effectiveness of the Board, its committees and individual Directors is reviewed by the Chair and the Board on an ongoing basis. Training is available should a Director request it or if the Chair feels it is necessary.

The performance of the Board was measured during the year in conjunction with an external consultancy; alongside the Chair’s own assessment, in part via reference to the Company’s achievement of its strategic goals. The performance of the Chair is assessed annually by the Senior Independent Non-Executive Director. The performance of the CEO and CFO is assessed annually by the Chair. The performance of other Executive Directors is assessed annually by the CEO. And the performance of the NEDs is assessed annually by the Chair.

Actions that have resulted from the Board review include:

• In addition to regular reviews, specific in-depth appraisals to be included in the FY24 Board agenda on matters of current significance such as risks, overseas expansion plans and ESG actions
• Specific succession planning actions
• Meetings to be arranged between the Chair and investors during FY24
• More Board interaction and communication to be scheduled in-between Board meetings

The Board has in place a short-term plan to be instigated in the event of the loss or incapacity of the key roles of Chief Executive or Chief Financial Officer. The Board continually assesses the candidacy of staff with respect to succession planning, both within the Company and for future Executive Management vacancies. Senior Managers are invited to attend Board meetings to both observe, present, and discuss topics in their area of responsibility. A talent development and succession plan has been formulated to ensure that the loss of any of the Executive Directors will not negatively impact the business.

Principle 8 – Promote a corporate culture that is based on ethical values and behaviour

The Board promotes a corporate culture that is based on sound ethical values and behaviour through their own actions and words and ensures that these are apparent and understood in every part of the business.

They are embodied in three words which describe the core values of the Company:

• No-nonsense
• Considerate
• Energetic

These values are applied consistently to employee personal development and training programs and form a central part of the Company’s day to day operation.

By adhering to these values, the Board believes that the Company will maintain a healthy corporate culture, focusing upon what is important, whilst taking a balanced approach to achieving its goals.

Infection prevention is a vital yet complex area of healthcare, and healthcare providers can be reluctant to change and put their trust in new products. The Board feels that if an honest and straightforward approach is taken, whilst supporting customers through the process of adopting new products, the Company can best achieve its goals.

The relatively flat structure of the Company means that the Board can assess the state of Company’s culture easily, which it currently considers to be energetic, candid and considerate, despite the uncertainties affecting the world and felt by us all.

Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

Given that one of the Company’s core values is “no-nonsense”, the Board seeks to strike a balance between maintaining adequate governance without imposing structures that slow or weaken decision making and progress. The Company’s governance structures are fluid and have by necessity adapted over time, hand in hand with the changes to the business.

The Board’s members are well informed, have access to all parts of the business and are appropriately equipped through their own skills, experience, and personality to make good, and where appropriate fast, business decisions.

At each Board meeting the Key Performance Indicators (KPIs) considered most relevant to the business are presented and discussed. Such KPIs are continually developed to ensure that the Board is kept adequately informed and able to take the appropriate actions. The KPI reporting include a number of measures, focussing upon operational performance, financial performance, Quality Management System adherence and ESG targets. Periodically, normally annually, a corporate risk register is presented to the Board and mitigating actions agreed.

Principle 10 – Communicate how the Company is governed and is performing by maintaining dialogue with Shareholders and other relevant stakeholders

This Corporate Governance Report is included within the Company’s annual report and the Corporate Governance section of the Tristel website. It is reviewed and updated regularly. In addition, the Board regularly enters dialogue with shareholders who have an interest in matters of governance, diversity and ethics in order that shareholders views can be properly voiced and brought to bear within the business.

Board Of Directors

The Company is controlled by the Board of Directors, which comprises three Executives, one of whom is the Chief Executive Officer, and five NEDs. The role of the Chief Executive Officer and Chair are separate. The Executive Directors are full time employees of the Company; the NEDs are part time employees who are required to give at least 16 days per annum to their role.

All Directors can take independent advice to assist them in their duties if necessary.

The Board is responsible to shareholders for the proper management of the Company and meets formally at least six times a year to set the overall direction and strategy of the Company, to review operating and financial performance and to consider and advise on senior management appointments. The Board also monitors and approves financial policy and budgets, including capital expenditure. All key decisions are subject to Board approval.

The Company Secretary is responsible for ensuring that Board procedures are followed and that all applicable rules and regulations are complied with. The Company Secretary, Heidi Allard, is supported and guided in her role by the Company’s legal advisors.

Board And Committee Attendance

The Board met eight times during the 2022-23 financial year and its committees met a further four times in accordance with their terms of reference. The attendance of the Directors at these meetings is detailed below.

On the occasions when a Director is unable to attend a meeting, any comments he or she has arising from the information pack circulated prior to the meeting are provided to the Chair.

Committees of The Board:

Remuneration Committee

The Remuneration Committee operates under terms of reference which are reviewed annually, meeting at least once per year, and comprises all Independent Non-Executive Directors chaired by Isabel Napper, Senior Independent Non-Executive Director (SINED).

It reviews, inter alia, the performance of the Executive Directors and sets the scale and structure of their remuneration and basis of their service agreements, having due regard to the interests of the shareholders. The Remuneration Committee also determines the allocation of share options to Executive Directors. No Director has a service agreement exceeding one year. One of the policies of the Remuneration Committee is that no individual participates on discussions or decisions concerning his/her own remuneration. The Directors’ Remuneration Report is set out in the Annual Report where the work carried out during the past year is detailed.

Audit Committee

The Audit Committee operates under terms of reference which are reviewed annually and comprises all Independent Non-Executive Directors except the Chair of the Board, in line with QCA guidelines.

The Audit Committee is chaired by Caroline Stephens, supported by Tom Jenkins, both Independent Non-Executive Directors (INEDs). Tom is a qualified Accountant and as such has the relevant knowledge and experience required to facilitate the proper functioning of the Committee. The Committee meets twice a year and, amongst other duties, overviews the monitoring of the Company’s risk profile, internal financial controls, accounting policies and financial reporting, and provides a forum through which the external auditors report. It meets at least once a year with the external auditors.

The Company does not comply with the QCA’s requirement to publish a separate Audit Committee Report as it believes that the information provided within this Corporate Governance Report gives shareholders adequate information on the committee’s activities.

During the 2022-23 year the Audit Committee met on two occasions to:

• Discuss findings and hear recommendations arising from the annual audit
• Discuss with the Company’s external auditors matters such as compliance with accounting standards
• Monitor the external auditor’s compliance with relevant ethical and professional guidance on the rotation of audit partners, the level of fees paid by the Company and other related requirements
• Consider the performance and value for money of the Company’s external auditors
• Approve the appointment of the Company’s external auditors, including their terms of engagement and fees.

The Audit Committee reported formally to the Board on proceedings after each meeting.

Nominations Committee

The Nominations Committee operates under terms of reference which are reviewed annually, comprises all Non-Executive Directors and the CEO and is chaired by Bruno Holthof, Non Executive Chair of the Board.

The Nominations Committee considers the performance and effectiveness of the Board and its Directors; whether Directors retiring by rotation should be put forward for re-election at the Annual General Meeting; to consider succession planning for Directors and other senior executives; and to identify and nominate for the approval of the Board candidates to fill Board vacancies as and when they arise.

During the year the significant actions arising from the Committee were:

• Implementation of a Board review and implementation of resulting actions
• Refining of the CEO succession plan

External consultants Nurole were appointed during the year to complete a review of the effectiveness of the Board and that of the individual Directors, in relation to the following categories:

• Strategy and business
• Risk management and ESG
• Composition and Diversity
• Board dynamics and process

All directors were provided with qualitative feedback to further enhance their contribution to Board functioning.

The performance of the Board and its individual Directors is also viewed in the context of the Company’s achievement of its strategic goals. During the 2022-23 year these were:

• To meet the Company’s profit target.
• To increase sales by between 10% and 15% per annum.
• To increase the Company’s value to shareholders.

All three objectives were achieved during the year.

Directors are subject to election by shareholders at the first opportunity after their appointment. In addition, all Board members retire at each Annual General Meeting, and at their own request alongside the recommendation of the Nominations Committee, are put forward for re-election.

Relations With Shareholders

The Board recognises the importance of effective communication with shareholders and encourages regular dialogue with both institutional and private investors. The Board responds promptly to communications received verbally or in writing. Directors regularly attend meetings with both private and institutional shareholders throughout the year. Shareholders are given at least 21 days’ notice of the Annual General Meeting held in December and are invited to attend a Shareholder Open Day held in July each year. At all investor meetings shareholders are given the opportunity to discuss the development and performance of the Company with Management and the Group’s senior team.

The Company’s website www.investors.tristel.com and ‘X’ feed (previously known as Twitter) @TristelGlobal contain details of its products, promotional activities, investor relations events, share price details and Regulatory News Service (RNS) announcements.

Maintenance Of A Sound System Of Internal Control

The Directors have overall responsibility for ensuring that the Company maintains a system of internal control to provide them with reasonable assurance that the assets of the Company are safeguarded, and that shareholders’ investments are protected. The system includes internal controls appropriate for the Company’s size, and covers financial, operational, compliance (including health and safety) and risk management areas. There are limitations in any system of internal control, which can provide reasonable but not total assurance with respect to the preparation of financial information, the safeguarding of assets and the possibility of misstatement or loss.

The Board continually considers its policies regarding internal control, risk management and business reporting with respect to the major areas of the business and methods used to monitor and control them. In addition to financial risk, the reviews cover operational, commercial, regulatory and health and safety risks. Internal audit activities are currently limited to the Company’s Quality Management System controls. An expansion of this activity to include accounting processes and corporate governance will be considered as the Company develops.

Control Environment

There is an organisational structure with clearly defined lines of responsibility and delegation of accountability and authority.

Bruno Holthof
Non-Executive Chair

Public Documents

• Memorandum of Association
• Articles of Association
• Placing and Admission document
• Audit Committee Terms of Reference
• Renumeration Terms of Reference
• Nominations Committee Terms of Reference

This is Tristel’s first Environmental, Social and Governance (ESG) report. Within this report, we detail our approach to ESG, encompassing our vision, strategy, goals and delivery plan.

Our business is built around the manufacture and sale of infection prevention products to hospitals, used for the decontamination of medical devices and medical surfaces, combatting the risks of hospital acquired infections (HAIs).  HAIs cost the global economy billions of pounds every year and we believe that vulnerable patients should not be exposed to additional unnecessary health risks in hospital. We do this via the delivery of a highly effective, safe and proprietary formulation of chlorine dioxide (ClO₂), in the form of consumable liquids, foams and wipes. Our products are made from water, chemical compounds, polymers and cellulose-based fibres. Whilst a small percentage of our products are designed and produced in New Zealand, the majority are manufactured in the United Kingdom, and are sold across forty countries globally, either through our wholly owned subsidiaries or through third-party distribution partners.

It is our collective responsibility to address the threat that climate change and environmental degradation pose to humanity. The economic, environmental and social impact that Tristel has through its activities and products are a combination of positive and negative. We have developed an ESG strategy to establish how Tristel can enhance the positive and remove the negative impacts.  It is our intention that this strategy will evolve over time, as our understanding grows and the availability of new methods, materials and practices allow.  As such we have purposely not set a multi-year timeframe for this strategy; it will be reviewed annually.

The Board recognises that key stakeholders, in particular our staff, have and must continue to make significant contributions to allow us to achieve our sustainability goals. The changes that we must make may not always be popular, and they may be costly, but we recognise that they are necessary and as such embrace them.

Sustainability goals

Our strategy has been developed based on best practice standards and frameworks. Whilst we expect our future reports will align with the GRI and the SASB, which provide frameworks for disclosing sustainability-related information and are widely considered best practices, we are not setting a time-line at this stage for their full adoption.

As we look to the future and strive towards achieving our sustainability goals, we must acknowledge and address obstacles that may lay ahead. We have identified some of the challenges over the coming years to be:

• The availability of materials and technologies that will enable a continual reduction in Tristel’s carbon emissions.
• In some markets in which we operate there is less appetite for sustainable products, where convenience and low cost are the priority.
• The acceptance by our stakeholders that an improvement to our ESG profile will come at a financial cost.

We will address these challenges by setting unambiguous and tough goals; by ensuring that the Board is at the front and centre of the drive to success; by partnering with third parties who have like-minded and innovative approaches to sustainability and ESG; and by reporting transparently on our ESG activities regardless of whether they might be viewed as successful or otherwise.

Our ESG Strategy

We understand the importance of embedding ESG in our business approach to meet our stakeholders’ needs effectively. As part of our day-to-day operations and via new product design, the Group has a clear commitment to reduce its environmental footprint and to continually enhance its sustainability profile. As such, this year we engaged a sustainability and ESG consultancy to support the development of our first ESG strategy. This investment in time and resources will set a strong ESG foundation for future success and enable sustainability to sit at the heart of our activities. We are proud of our first ESG strategy and have implemented various initiatives and projects to ensure its delivery.

In addition, we have for a number of years aligned to the Quoted Companies Alliance (QCA)’s Corporate Governance Code, which provides further support to our ESG efforts.  More detail on our compliance to the QCA’s code can be found in our Corporate Governance Report.

The 2018 Regulations introduced requirements under Part 15 of the Companies Act 2006 for large unquoted companies to disclose their annual energy use and greenhouse gas emissions, and related information. However, the Group has applied the option permitted to exclude any energy and carbon information relating to its subsidiary which the subsidiary would not itself be obliged to include if reporting on its own account. This applies to all subsidiaries within the Group. Tristel as a low energy user, is not required to make the detailed disclosures of energy and carbon information but is required to state, in its relevant report, that its energy and carbon information is not disclosed for that reason. Tristel’s annual energy use and greenhouse gas emissions, and related information has not been disclosed in this annual report as it is a low energy user.

Building our ESG Framework

The development of our ESG framework began with a strategic analysis of our business and operational environment. This allowed us to identify crucial internal and external drivers that impact our business, and ensure our strategy is futureproof and resilient. After establishing these drivers, we surveyed 225 staff, customers, investors, suppliers and industry bodies through online surveys and face-to-face interviews. Our goal was to understand the importance placed on 17 ESG topics directly relevant to our operations and the medical devices sector. Stakeholders were most passionate about the need for innovative products and packaging, lower carbon emissions across the supply chain, and improved ESG data disclosure and transparency.

By combining the stakeholder insights with the results of the strategic analysis, six priority topics were identified for our ESG strategy, which were grouped into three pillars:

• Empowering our people to thrive: Diversity, equality and inclusion; Fair and decent work; Health, safety and wellbeing.
• Pushing the boundaries of product innovation: Innovation; Waste management/Circular economy.
• Protecting the health of our planet: Carbon emissions; Waste management.

Our ESG strategy is summarised by an all-encompassing ESG vision that consolidates the priority topics, joins the three pillars together, and communicates our ambition.

The three pillars all have relevant goals and key performance indicators (KPIs), enabling us to monitor and measure the progress of our ESG strategy over time. It considers business fundamentals, societal impact, environmental footprint, peer trends and stakeholder views. Aligned with a suite of universal standards, consisting of the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), EU Sustainable Financial Disclosure Regulation (SFDR), and the UN Sustainable Development Goals (SDGs), the three pillars set us up for successful and transparent reporting.

Our ESG Strategy

Delivering the ESG Strategy

Embedding accountability and ownership

We understand that governing our ESG aspirations throughout our organisation is crucial for meaningful impact. Our ESG governance approach integrates with our existing organisational structure, and its foundation lies in collaboration and Board oversight. This framework guarantees that our operations align with our values and responsibilities.

The Board has played a pivotal role in guiding our ESG journey, and its influence remains central to our ongoing efforts. ESG matters are meticulously considered as part of strategy discussions. This year’s Board strategy discussions led to significant decisions, including:

• Adoption of the ESG strategy, with associated commitments, goals and KPIs.
• Consideration of ESG accreditations and guidelines to elevate our sustainability profile.
• Enhancement of the Annual Report and company website to offer transparent updates on our ESG endeavours.

We do not currently have a dedicated Board committee to oversee day-to-day ESG activities. The Board will consider the benefit of creating one during the 2024 financial year.

Setting commitments and goals

The Board and senior management are actively involved in shaping commitments, goals and KPIs for all aspects of ESG. This ongoing process is marked by careful and strategic planning to ensure our objectives are both feasible and impactful. The goals we have already established stand as powerful reflections of our ESG dedication; their impact extends beyond our operations in the hope that they contribute to a more responsible and sustainable world.

Empowering Our People To Thrive.

A cornerstone of our comprehensive ESG strategy is the ‘Empowering our People to Thrive’ pillar. Our employees are fundamental to the Company’s success, and we strive to create a happy and healthy work environment for them. We provide our people with opportunities to grow, ensuring everyone feels comfortable to be themselves and aim to increase diversity in our sector. Within the ‘Empowering our People to Thrive’ pillar, three ESG topics guide our journey towards sustained employee empowerment:

• Diversity, equality and inclusion
• Fair and decent work
• Health, safety and wellbeing

Diversity, Equality And Inclusion

The global healthcare industry has increasingly recognised the importance of diversity and inclusion, particularly in science, technology, engineering and mathematics (STEM) roles. Whilst we primarily operate within the UK, a country where the NHS workforce is more diverse than ever before, our influence extends globally. In light of this widespread presence, we believe that it is imperative to uphold and prioritise diversity, equality, and inclusion (DEI) throughout all aspects of our operations. Across the globe, women constitute a substantial percentage of the health and social care workforce, highlighting their pivotal role in these sectors. However, amidst this statistic, significant concerns persist regarding fair employment conditions and equal opportunities. Likewise, the narratives surrounding diversity markers such as ethnicity and disability echo similar challenges, emphasising the need for concerted efforts to ensure genuine inclusivity and equity.

Our employees greatly value Tristel’s diverse, inclusive and collaborative culture; this was reflected by them ranking DEI as the fifth most important ESG topic for the business. As we continue to expand our business operations, it is crucial to continue to prioritise DEI to attract and retain talent. We are committed to ensuring everyone feels welcomed, respected, valued and included regardless of gender, sex, race, skin colour, age, ability, mobility, ethnicity or religion. The following goals and KPIs will enable us to achieve this commitment:

We are proud to have already taken important steps to achieve a more inclusive organisation and sector:

• One third of the Board is female
• Half of all management roles are held by females
• No ethnicity-related complaints have been received

Looking to FY24 and beyond, we will implement:

• An apprenticeship scheme
• An end of career employment scheme

Fair And Decent Work

Acknowledging and appreciating the growing recognition of fair and decent work among individuals is crucial, particularly those from diverse backgrounds. In the heart of our operations lies a profound commitment to fair and decent work. Fair and decent work resonates far beyond the confines of our office walls, reaching into the fabric of our employees’ lives. As we navigate the dynamic landscape of our industry, fair and decent work are not merely abstract concepts we endorse; they are the foundations upon which our success is built. In a time marked by a pressing cost-of-living crisis, our dedication to prioritising fair and decent work takes on an even greater significance, reflecting our commitment to the holistic welfare of all those who contribute to our mission.

During the stakeholder engagement exercise, internal and external stakeholders collectively ranked this as the second most crucial ESG topic. Internally, it emerged as a top priority, reflecting its importance within the core of our organisation. We recognise that maintaining high standards is not just a commitment to excellence; it is a strategy for retaining our invaluable talent. Our stance reflects our commitment to our employees’ holistic wellbeing. As such, we have taken the feedback on board and included fair and decent work within our strategy. By prioritising this topic, we are committed to providing our employees with the environment needed to help them fulfil their potential. We have established a clear commitment and a set of goals and KPIs to make actionable progress.

We are proud to have already taken important steps to provide fair and decent work for our employees:

• Achieved a mean gender pay gap of 3.26% and a median gender pay gap of 1.2%
• Provision of an enhanced parental pay package
• Provision of a minimum wage policy, which exceeds the UK living wage.
• The implementation of a global training platform enabling staff to develop their skills, both in relation to their current role, but also (in their own time) to study subjects that interest them but have no connection to their role within the business.
• The implementation of a performance review platform for all staff

Looking to FY24 and beyond, we:

• Intend to apply for Living Wage accreditation.

Health, Safety And Wellbeing

Safeguarding the health and wellbeing of our employees stands as an uncompromising cornerstone of the business. Health, safety and wellbeing (HS&W) ranked first in terms of importance according to all stakeholders and our operations contribute to the broader health landscape. Additionally, our dedication to HS&W aligns harmoniously with our industry’s stringent regulations. By upholding these high standards, we ensure compliance and substantiate our role as a responsible contributor to public health and our mission to produce quality products that positively impact health.

Our commitment is to continue to provide our employees with a safe work environment, and employment benefits which ensure their health and wellbeing needs are met. These goals and KPIs have been devised to ensure we deliver against our commitment:

We are proud to have already taken important steps to improve health, safety and wellbeing within our organisation:

• At 30 June 2023 there had been 1,763 working days since the last lost time accident
• No major incidents (does not result in injury or damage to property) or accidents (results in injury or damage) occurred during FY23.

Looking to FY24 and beyond, we will:

• Increase the breadth and availability of private healthcare services, to ensure all our global employees have access to private healthcare services
• Increase the provision of wellbeing support schemes for our employees

Pushing The Boundaries Of Product Innovation.

A core element of our ESG strategy is the ‘Pushing the Boundaries of Product Innovation’ pillar. We pride ourselves on designing and delivering safe and effective infection prevention products to help save patients’ lives. We are determined to continue developing unique, sustainable solutions and minimise waste at the point of design to serve our customers better. To guide our efforts over the short, medium and long term, two priority topics underpin the ‘Pushing the boundaries of product innovation’ pillar:

• Innovation
• Waste management/circular economy

Innovation

Product innovation is an integral part of Tristel’s DNA. We need to innovate to stay ahead of the competition and, more importantly, ensure our products accelerate sustainable development worldwide. Our internal and external stakeholders also see the value of innovation at Tristel, with it ranked fourth in terms of level of importance. Although our stakeholders believe that Tristel is an innovative company – addressing a range of problems like the use of pre-wetted plastic wipes in clinical settings – we constantly strive to challenge ourselves and push the boundaries of product innovation. Additionally, by continuing to prioritise innovation, we will be prepared for the potential introduction of regulations on the materials that we use to manufacture our products. To guide us in our Group-wide efforts, we have set the following commitment, goal and KPIs:

We are delighted with our activities during FY23 to design and deliver more sustainable solutions for our wider stakeholders, in particular:

• The continued development of the Cache product range, which enables hospitals to cease use of pre-wetted plastic wipes.
• We are ensuring wherever possible that the materials from which our products are manufactured are recyclable, or consist of recycled material.
• Investigations into low carbon emission wipe alternatives working with substrate manufacturers

Looking to FY24 and beyond, we will:

• Further investigations into improving the sustainability profile of our products

Waste Management/Circular Economy

The traditional approach of treating waste in a linear fashion is a global challenge. It is no longer viable for us to consume precious and finite resources as done historically, so action must be taken to transition towards a circular economy. By keeping products and materials in circulation for as long as possible, the circular economy tackles climate change and other pressing global challenges, such as pollution, waste and biodiversity loss. We are therefore committed to maximising the value of our products and eliminating waste wherever possible.

Reinforced by the views and perceptions of our key stakeholders, we recognise the importance of using reusable or readily recyclable materials to package our products. Given the devastating impact of plastic pollution worldwide, we are working hard to reduce single-use plastics and non-recyclable plastic waste. Our Cache product portfolio highlights our efforts and motivation to enact positive change, but we know we can do more. Equipped with the following commitment, goal and KPIs, we will be in a solid position to contribute to the transition to a circular economy.

As we are committed to reducing waste and developing more sustainable packaging for our product portfolio, we are currently establishing the level of recycled and recyclable material within the products. When this has been established fully, we will set KPIs to ensure that our products have a lower impact on the environment.

Protecting The Health Of Our Planet.

We recognise the importance of achieving net zero emissions to protect the health of our planet. This is reflected in our newly established ESG strategy, in which a pillar is dedicated to minimising our environmental impact. Through this pillar, we are committed to monitoring and continuously improving our environmental performance to support the UK’s transition towards a net-zero economy. In alignment with the NHS’s supplier net zero target, we are committed to achieving net zero for all our emissions (scopes 1, 2 and 3) by 2045; notably, this supports the UK Government’s net-zero strategy and the Paris Agreement’s ambitious goal to limit global warming to well below 2˚C above pre-industrial levels (with a preference for 1.5˚C).

Our ‘Protecting the health of our planet’ pillar is composed of the following two priority topics:

• Carbon emissions
• Waste management

Carbon Emissions

Global warming is the leading driver of climate change, with the release of carbon dioxide into the atmosphere having a significant warming effect. The latest science tells us that we must prevent warming beyond 1.5°C and achieve net zero by no later than 2050 to prevent irreversible environmental damage from occurring. We all have a role in tackling carbon emissions and supporting the national and global transition to a low-carbon economy. Through our ESG strategy, we have committed to achieving net zero emissions for scopes 1 and 2 by 2030 and net zero by 2045 for scopes 1, 2 and 3.

We are proud to have already taken important steps on our journey to net zero. Building on the first carbon footprint we calculated in 2019, Tristel collaborated with a reputable third party to produce a comprehensive carbon footprint covering FY22. By aligning with the internationally recognised GHG Protocol: Corporate Standard (2004:2015), we ensured that all materially relevant scope 1, 2 and 3 emissions were accounted for in the 2022 carbon footprint. This is our most thorough and transparent emissions reporting to date, which is a testament to our commitment to reducing our environmental impact.

In our pursuit of accuracy, we used consumption data wherever available, with industry-standard benchmarks utilised to derive estimates in the absence of available data. By using a more robust greenhouse gas (GHG) emissions accounting methodology compared with previous years, our 2022 carbon footprint has provided a more accurate reflection of Tristel’s environmental impact; this, in turn, has given us a better understanding of the carbon-intensive areas of our business (i.e., emission hotspots).

Our 2022 carbon footprint totalled 3,337 tonnes of carbon dioxide equivalent (tCO₂e). Importantly, scope 3 accounted for 76% of total emissions during FY22, in which emissions associated with assets leased from third parties constituted the most to the total; emissions predominantly stemmed from the use of property (warehouses and offices) and vehicles (e.g., forklifts) by our UK subsidiary during the 2022 reporting period. Our scope 1 and 2 emissions accounted for 21% and 3% of our overall 2022 carbon footprint, respectively. Equipped with these insights, we will prioritise efforts to curb the emissions associated with our leased assets and other identified emission hotspots, helping us pursue our ambitious net-zero targets.

Over the course of FY23, we made concerted efforts to reduce our environmental impact; this included a comprehensive gap analysis against the internationally recognised ISO 14001:2015 Environmental Management Systems (EMS) standard. Our analysis considered the organisation’s context, leadership, planning and performance evaluation. This allowed us to identify gaps in our EMS and fulfil our duty of continuous improvement. Specific environmental aspects and impacts were also reviewed, which revealed that our resource consumption and waste management require greater attention:

• We are working to reduce refrigerants consumed within our premises by restricting their use and deploying more sustainable alternatives
• We have begun the journey of switching out all combustion engine vehicles to electric vehicles
• We have installed and will continue to install, wherever possible, solar panels at our premises
• We are working to identify third party haulers who can offer a carbon zero service

Moving forwards, we will develop a net zero roadmap with clear actions to guide us in collectively working towards our emission reduction targets. We also aim to have our net-zero targets validated by the globally recognised Science Based Targets initiative (SBTi), solidifying our commitment to achieving net zero in line with the latest climate science.

Waste Management

Plastic pollution and the environmental damage caused by hazardous chemical waste present a growing global problem. All our stakeholders acknowledge the severity of the issue, which is demonstrated by the fact that waste management ranked as the fifth most important ESG topic; among our external stakeholders, the topic was ranked third in the level of importance. It is, therefore, vital that we continue to maintain our high standards with respect to waste management and ensure compliance with relevant waste legislation, such as the Waste (England and Wales) Regulations 2011. To achieve this, we have set the following commitment and goal:

During FY23, we made strong advances in processing our waste in an environmentally friendly manner. We are now collating data that will enable us to set appropriate KPIs in FY24.

Looking Ahead

We have a responsibility to protect and improve patients’ lives but also to support the creation of a more sustainable future. The ESG strategy was developed to guide our approach to driving sustainability across all areas of Tristel and it sets out our future plans for continual improvement. We are fully committed to promoting DEI, fair and decent work, as well as HS&W across our organisation. Alongside this, we aim to become a net zero company and foster the global transition towards a circular economy. We will also continue to prioritise product innovation to ensure profitability and to meet the needs of people and the planet.

We intend to report progress against our strategy each year. Our commitments, goals and KPIs are of particular importance with regard to future reporting, as they will enable us to measure progress clearly and with transparency. We expect our future reports will align with the GRI,the SASB, IFRS S1 and S2, which provide frameworks for disclosing sustainability-related information and are widely considered best practices. Using these frameworks, we can disclose our performance and management approach to the ESG topics identified as material to us.

Elizabeth Dixon
Chief Financial Officer

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Please contact Walbrook PR & IR at tristel@walbrookpr.com.

The following analysts write investment research on Tristel plc:

Cavendish – www.cavendish.com/research-portal/#/portal/cavendish

Research Tree – www.research-tree.com/companies/uk/medical-equipment-services/tristel

Investec – securities.investec.com/research/library/gl/stock/TSTL.L/research/published