Argentex Group PLC (AGFX) 2024年年度報告「LSE」.pdf

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1、Argentex Group PLC Annual Report 2024 Year ended 31 December 2024Argentex Group PLCAnnual Report 2024Year ended 31 December 2024WHO WE AREArgentex is a global expert in currency risk management and a provider of alternative banking,with a successful history in providing high quality services to its

2、clients since inception in 2012.Headquartered in London,Argentex listed on Londons AIM market in mid-2019 and has since added operations in Amsterdam,Dubai and Australia whilst expanding its product offering.WHAT WE DOArgentex provides a credible alternative to traditional banks,offering bespoke glo

3、bal payment and currency risk management services.We execute FX spot,forward and structured solutions on behalf of clients,creating personalised hedging strategies and providing value through flexibility,competitive pricing and a wealth of dealer experience.We are also rolling out digital accounts a

4、nd payment services.HOW WE CREATE VALUEValue creation is currently derived from a blend of FX spot,forward and structured solutions.Having a blend of spot and forward contracts provides an optimum mix of revenue generation and cash flow.STRATEGIC REPORT02 Highlights 04 Chairmans Statement 06 CEOs Ov

5、erview 10 People and Culture 17 CFOs Review 22 Risk Management 30 Section 172(1)StatementGOVERNANCE32 Board of Directors 36 Chairmans Governance Statement 38 The QCA Code 38 Corporate Governance Report 48 Nominations Committee Report 50 Remuneration Committee Report 56 Audit&Risk Committee Report 60

6、 Directors Report 64 Independent Auditors ReportFINANCIAL STATEMENTS74 Consolidated Statement of Profit or Loss 75 Consolidated Statement of Financial Position 77 Consolidated Statement of Changes in Equity 78 Consolidated Statement of Cash Flows 79 Notes to the Consolidated Financial Statements 105

7、 Company Financial Statements 107 Notes to the Company Financial StatementsOTHER112 Glossary 114 Shareholder Information 115 Company Information 116 Notice of AGMArgentex Group PLC Annual Report12Argentex Group PLC Annual Report 20242024HighlightsSTRATEGIC PILLARSIn May 2024 Argentex adopted a new s

8、trategic growth plan.PRODUCT DIVERSIFICATION-Argentex Global Platform(AGP)on track to launch in Summer 2025-Accelerating move into digital accounts and payments-New product and technology roadmapGEOGRAPHICAL EXPANSION-Successful international expansion;granted regulatory licences in Australia and Du

9、bai-New Key Accounts team to service our largest corporate customers-Key technology hires to help re-platform the business and roll out our new suite of servicesOPERATIONAL EXCELLENCE-Refreshed Board and senior management to execute new growth strategy-Driving operational and financial efficiencies

10、across the Group-Implementing a new data driven approach2,113An increase of 9%YoY(2023:1,938)Total clients traded3mto accelerate new strategy implementationRaised net proceeds ofGEOGRAPHIC EXPANSIONPRODUCT DIVERSIFICATIONOPERATIONAL EXCELLENCE50.3m2023:49.9mRevenue 4.0m2023:11.9mEBITDA 48.7m2023:33.

11、0mCash&cash equivalents0.1m2023:2.1mNet cash inflow(0.2)m2023:Operating profit:8.1mOperating loss“Having actively reset the business in 2024,we are now well positioned with a new growth agenda and are excited about the year ahead.”Jim Ormonde,Argentex CEOFinancialPerformance3CHAIRMANS STATEMENT Exec

12、uting on our strategyOVERVIEW2024 has been a year of necessary reset to reposition the business for growth following the completion of a comprehensive strategic review of the Group.We set out a clear strategy in May 2024 to scale the business and expand our customer offering,whilst driving a more ef

13、ficient and effective operating model.At the same time,we announced the completion of a placing of new shares,raising a net 3m to accelerate the implementation of our new strategy,including the development of the new Argentex Global Platform(“AGP”).As part of the strategic review,we appointed new ma

14、nagement,led by Jim Ormonde as Chief Executive Officer(“CEO”),who strengthened the executive team with further appointments during the course of the year.The team has been actively executing our revised strategy,which seeks to diversify our revenue streams,bring a rigorous approach to costs and effi

15、ciencies,and build better visibility into future revenues.Higher FX volatility generally acts as a tailwind for Argentex revenues.However,despite lower levels of volatility in early 2024,full year revenues and profit margins were ahead of our original expectations,with momentum picking up in the sec

16、ond half of the year.GOVERNANCEWe are committed to keeping our stakeholders informed and taking their views into consideration.This has been particularly important in a year where we have changed management,raised capital,and outlined and embarked on a new strategic direction.We also acknowledge our

17、 responsibilities with regard to governance and sustainability,recognising the ongoing need for high standards across the business.In terms of Board changes during the period,we welcomed Guy Rudolph who joined the Group and Board in a permanent capacity in July,following five months operating as our

18、 Interim Chief Financial Officer(“CFO”).We also welcomed Rina Ladva who joined as a Non-Executive Director in October.Rina brings over 25 years of organisational and technology transformation experience to Argentex.I am also pleased that effective 1 April 2025,Jeff Parker joined the Board as a Non-E

19、xecutive Director,bringing over two decades of significant experience of operating in the global fintech and financial services sectors.My predecessor as Chairman of the Group,Digby Jones has confirmed that he will not be seeking re-election as a Director at the AGM in June.Digby has been associated

20、 with Argentex since 2019 and was the Chairman of the Board from when the Group floated on AIM in 2019 until 2023,when he passed the baton to me.On behalf of myself and everyone at Argentex I would like to thank Digby for the stewardship and leadership he has given the Group,as well as the support h

21、e has consistently given to me,the Board and our colleagues.We have also strengthened the Executive Committee(see page 10)with a number of key appointments to assist the Board in the day-to-day management of the business.In particular,Tim Rudman,who joined us as Chief Operating Officer(“COO”),Daniel

22、 Ross,who was appointed Chief Commercial Officer(“CCO”)and Chrissie Humphrey who joined us as Chief People Officer(“CPO”).Nigel Railton,Non-Executive ChairmanWe have a clear strategy and the right people and processes in place to execute it.4Argentex Group PLC Annual Report 2024STRATEGIC REPORTThe G

23、roup is implementing a Long-Term Incentive Plan(“LTIP”)for its executive team in 2025,designed to align their interests with the long-term growth and transformation of the Group whilst incentivising sustainable value creation for shareholders.It is intended that the plan will be delivered through on

24、e-off awards in growth shares that will be acquired by participants at the outset at market value.Equity value will be shared based on the performance of the Argentex Group PLC(“the PLC”)share price over pre-defined price thresholds through a pre-determined performance period,transparently aligning

25、participant and shareholder interests.Following vesting,participants will exchange growth shares for shares in the PLC or,at Argentexs option,cash.DIVIDENDIn the year ended 31 December 2023,the Board of Directors declared an interim dividend for the period ended 30 June 2023.However,given the strate

26、gy communicated to shareholders in May 2024 and,in particular,the focus on investing for growth that the Board communicated at the time of the FY23 results in May 2024 it is highly unlikely that the Group will pay dividends in the near term.Of course,the Board will continue to review this decision o

27、n a regular basis.CONCLUSIONThere is much to look forward to as 2025 unfolds:building momentum of our operations in Australia and Dubai following their launch in H2 2024.We anticipate continued growth in the Netherlands and Europe as a whole,together with a much more focused approach on clients in o

28、ur core UK business.In addition,the new Argentex Global Platform is set to launch in summer 2025,enabling all our regions to start offering new services in payments and digital accounts,which should help increase revenues,give greater visibility of earnings and enhance client retention.I would like

29、to thank our shareholders for their support to date and we look forward to updating them on our progress this year and beyond.I would also like to thank everyone at Argentex for their hard work and contribution in what has been a year of substantial change,but one which allows us to face the future

30、with optimism.“The team have been actively executing our revised strategy,which seeks to diversify our revenue streams,bring a rigorous approach to costs and efficiencies,and build better visibility into future revenues.”Nigel Railton,Non-Executive Chairman5Nigel Railton Non-Executive Chairman 02 Ap

31、ril 20256Argentex Group PLC Annual Report 2024CEOS OVERVIEWDiversifying our revenuesOVERVIEWDuring my first full year as CEO,we have made substantial strategic and operational progress.Our focus is to diversify revenue streams,launch new products,expand the breadth of our FX,digital accounts and pay

32、ment services,whilst entering additional geographic territories.Simultaneously,we are focussed on driving operational efficiencies and reducing costs in our core business.We have added significant expertise across the Group including permanent appointments to our executive team and new experienced l

33、eadership within banking,operations and technology.It has been a positive year,and I am delighted with the milestones we have achieved.With a strong team now in place,and a clear roadmap for the future,I am excited about the prospects for next year and beyond as multiple revenue streams start to rew

34、ard the investments we have made in new products and technology.FINANCIAL AND OPERATIONAL PERFORMANCEWe have repositioned and restructured the business for profitable growth,investing in people,technology and overseas expansion.Revenue in 2024 was 50.3m,slightly ahead of 2023(49.9m)despite a year of

35、 significant change and on par with 2022 which was a year of exceptional volatility.Whilst we recorded an operating loss of 0.2m(FY23 operating profit of 8.1m),this reflects the investment we have made in transforming the business as we look to return to revenue growth for 2025 and beyond.We saw tra

36、ding momentum pick up in the second half of the year,with full year revenues and profit margins ahead of our original expectations.EXECUTING ON OUR STRATEGYWe are making good progress in migrating the business to one technology platform:the Argentex Global Platform,being delivered by the existing te

37、chnology team supplemented by a number of key new hires.This will enable us to drive efficiencies on a global scale by increasing automation and building a platform on which multiple new products and services can run simultaneously,and addresses our three core strategic pillars:Product diversificati

38、on to enhance and complementthe Groups existing customer proposition,specificallythrough accelerating the Groups move into digitalaccounts and payments Focused geographical expansion,leveraging existingoperational centres and licences with targetedexpansion into complementary markets Ensuring operat

39、ional excellence by drivingoperational and financial efficiencies whilst deliveringa best-in-class customer experiencePRODUCT DIVERSIFICATIONWe have a strong brand and a successful history in providing large corporates and institutions with high quality foreign exchange services.However,our voice br

40、okering product suite has been historically narrow and we are therefore diversifying into the broader payments and digital accounts markets to deliver new revenue streams and higher quality of earnings.This will also allow us to increase our overall addressable market and improve customer retention.

41、Revenue visibility and client needs will also be easier to predict as our reliance on volatile foreign exchange markets is reduced.We made a number of key technology hires in the period to help re-platform the business and roll out our new Jim Ormonde,CEO7STRATEGIC REPORTsuite of services.Tim Rudman

42、 joined as COO and brings a wealth of industry experience having overseen the technological transformation at World First and Global Reach previously.Alongside several senior technology hires,Tim and his team have developed a detailed product and technology roadmap with a key focus on automation,eff

43、iciency and improving the customer experience via a self-serve model.Progress to date has been excellent our first two milestones have been met ahead of schedule and on budget.We remain on track to launch a number of new services in summer 2025.GEOGRAPHIC DIVERSIFICATIONA key element of our growth s

44、trategy is to expand overseas,and we were delighted to be granted regulatory licences in both Australia and Dubai during 2024.Our front office and operational teams are already in place,allowing us to begin trading immediately.We expect both new regions to contribute incremental revenues in 2025 and

45、 will be investing in these teams organically over coming years.In Australia,we have been granted an Australian Financial Services Licence.The licence,granted by the Australian Securities and Investments Commission,allows our Australian entity(Argentex Pty Ltd)to offer bespoke risk management soluti

46、ons and global accounts to wholesale clients across Australia.Australia is a significant addressable market for us.A$700bn of cross border payments are processed annually,and with c.180,000+importers and exporters,we believe there is a A$3bn opportunity across both corporate and institutional client

47、s.Our ability to partner with and offer bespoke structured solutions and treasury risk mitigation strategies coupled with our ability to offer automated onboarding and payment solutions should be a key differentiator in the market.In Dubai,we announced the launch of Argentex(DIFC)Ltd,a fully license

48、d subsidiary regulated by the Dubai Financial Services Authority(“DFSA”).Led by our UAE Managing Director,Jamil Khammu,we have a highly experienced team in place to serve sophisticated corporate and institutional clients across the Dubai International Financial Centre and broader UAE market.Argentex

49、(DIFC)Ltd is fully regulated under a Category 3A DFSA licence,enabling the team to offer comprehensive FX and payment services.We are the first listed UK FX Broker to achieve this.Again,Dubai holds significant potential for us.The UAE was the second largest in the world in 2023 in terms of remittanc

50、e outflows.We believe our combination of sophisticated products and services,together with automated self-serve for clients,will differentiate us from the competition and we look forward to reporting on progress as trading gets underway in this exciting region.In the Netherlands,we were encouraged w

51、ith progressive revenue growth in the year.We are also exploring our ability to expand elsewhere in Europe,utilising our Netherlands licence and operational hub as a base.However,we are not planning on opening any more new branches in 2025 and want to see all new products and teams delivering on gro

52、wth expectations before we broaden our expansion plans still further.OPERATIONAL AND FINANCIAL EFFICIENCIES We are prioritising investment into areas that will deliver profitable growth.As an indication,overall headcount was flat during the year despite significant new hires in technology,product,an

53、d our new overseas operations.We therefore reduced full time employees in our core FX Services business by 13%across the year and will continue to look for operational efficiencies as we drive towards automation.We carried out an in-depth review of our front office operations during the year and mad

54、e a number of important changes including how sales commissions and Key Performance Indicators(“KPIs”)better align with the Groups long-term success.We also established a new Key Accounts team to service our largest corporate customers and are seeing improved retention as a result.During the year we

55、 placed greater emphasis on a data driven approach to all our decision making and processes,both operational and financial.As a result,we completed the implementation of Salesforce and NetSuite in our Sales and Finance functions respectively.8Argentex Group PLC Annual Report 2024CEOS OVERVIEWSUSTAIN

56、ABILITYAs a small but growing services company with a team of 197 people across our four offices,we have a limited impact on the environment.Nonetheless,we strive to minimise or mitigate any harm that we might do and also actively seek to contribute positively to the environment and our communities.

57、PEOPLEOur people are essential to everything we do.We have made a number of key strategic changes during the year which will be integral to long-term profitable growth.We have strengthened our executive team(see page 10)including new COO Tim Rudman,who will deliver the roll out of our global platfor

58、m,launch new revenue-generating products,and automate our client onboarding processes.We have fully staffed our new operations in Australia and Dubai,in addition to making a number of key changes in our UK core operations.Finally,Chrissie Humphrey joined us in the year as Chief People Officer and jo

59、ins the Executive Committee,marking a significant milestone in the Companys commitment to fostering a strong,dynamic workforce as it continues to scale its operations globally and to position ourselves as an employer of choice.OUTLOOKForeign exchange volatility is more likely to prevail compared to

60、the more benign conditions we experienced in H1 as the United States ushers in a second Trump presidential term which has the potential to impact inflation,tariffs and global trade dynamics,as well as central bank monetary policy and geopolitical developments.Market expectations for the timing and e

61、xtent of inbound interest rate cuts from various central banks will remain a key driver,as will variable economic data between economic regions.The US has continued to outshine many other developed market economies,termed US exceptionalism by market commentators in recent years.The extent to which t

62、his can continue,or slow,throughout 2025 will be key to the fate of the dollar,and the wider foreign exchange markets in general.Having actively reset Argentex in 2024,we are well positioned to take advantage of more dynamic markets,and with regulatory and operational hubs now fully established in t

63、he Netherlands,Australia and Dubai,we believe we have strong capability to grow our market share overseas.Domestically,we have restructured our front office teams,realigned payment terms,set about the creation of new products and services with vigour,and believe we are better placed to serve both ne

64、w and existing clients as a result.Globally,all regions will benefit from the suite of new services we aim to launch this year and next,together with easier,automated onboarding processes and full Application Programming Interface capability incorporated into our new Argentex Global Platform which r

65、emains on schedule to be delivered in summer 2025.It has been a year of significant change in the business,but I believe this change was necessary as costs had escalated against static revenues that were the result of a simplistic business model neither automated,nor scalable.It has been a privilege

66、 to lead Argentex during FY24 and I am genuinely excited by the opportunities ahead of us in 2025 and beyond.We are well placed to return to profitable growth but none of this would be possible without the effort,resilience and enthusiasm shown by my colleagues every single day and I would like to t

67、ake this opportunity to thank them for their ongoing and unwavering support.Our business employs 197 amazing people,as captured in the photos throughout this report,whose talent and commitment we cherish and who will help propel us to success as we execute our clear strategy over coming years.Jim Or

68、monde Chief Executive Officer 02 April 20259STRATEGIC REPORTExecutive Committee TeamStanding L-R:Tim Rudman,Daniel Ross,David WinneySeated L-R:Guy Rudolph,Jim Ormonde,Chrissie Humphrey10Argentex Group PLC Annual Report 2024PEOPLE AND CULTUREPEOPLEArgentex is powered by its people.It is committed to

69、cultivating a diverse global workforce and an environment based on respect that enables the team to thrive and feel valued.Following the launch of the new Argentex strategy in the first half of 2024,there have been a number of significant changes to the team at all levels as the Group looks to retur

70、n to profitable growth.With this refreshed approach,Argentex is focused on creating a team that is right-sized,high performing and with efficiency built into its ways of working to optimise resources,whilst investing in the new skills and capabilities to deliver strategic transformation.The executiv

71、e team has been bolstered with several new hires,Jim Ormonde and Guy Rudolph accepted permanent positions with the Group as CEO and CFO respectively.Danny Ross was promoted to CCO,Tim Rudman joined as COO to lead the roll out of Argentexs global technology platform,launch a new suite of services and

72、 automate client onboarding processes.Chrissie Humphrey also joined in the year as CPO and joins the Executive Committee,marking a significant milestone in the Groups commitment to fostering a strong,dynamic workforce as it continues to scale its operations globally.The Group has also aligned its pe

73、ople to areas of strategic growth going into the new financial year,maintaining a flat headcount compared with FY23 despite key hires across the business.The resources supporting the core business have reduced by 13%through natural attrition,performance management and through effective control and a

74、ppropriate governance in hiring and the backfilling of roles.31/12/202331/12/2024Core Staff184160New Products-19New Markets712Board(Non-Exec)56Total Heads196197People andCulture*Active Employees only.To facilitate growth,the Group has created a new product development team focused on delivering our

75、new global platform and associated product roadmap(AGP),establishing a new office in Dubai with an initial team of four to build the Groups presence in the region,and introduced new commercial heads in Australia after becoming licensed at the end of the financial year.With a focus on streamlining th

76、e business,this strategic people agenda will continue to drive growth for the Group in coming years,fostering greater collaboration and potential for cross selling.Argentex records and monitors the diversity and social economic information of all of its employees to recognise and support the differe

77、nt groups that make up the team,representing 6 different ethnicity groups and 6 different religious beliefs.11CULTUREArgentex remains committed to actively engaging with all its team members across the Group.All employees are invited to participate in the annual engagement survey,which allows the Gr

78、oup to measure employees connection and commitment whilst gaining important insights into the team through the provision of anonymous feedback.The process is facilitated by an external provider and results are communicated to all staff(including the Board).Action planning sessions are conducted thro

79、ughout the business to develop relevant initiatives to improve employee experience and to support the ongoing improvement of the workplace.The Board also gains constructive insight and feedback from its executive team as well as undertaking various working group meetings,such as product roadmap sess

80、ions,to provide insight into the employee experience,operational and cultural aspect of the workforce.The independent internal audit function also considers culture as part of its reviews and the Group has a robust code of conduct that employees are expected to adhere to without exception.The Group

81、is proud of the entrepreneurial and supportive culture it has created,and to which every Argentex team member plays a part.In 2025,Argentex has implemented a set of Principles that are clear,directional and provide a framework for consistent decision-making and action across the business.These Princ

82、iples have been developed by a truly representative staff working group and underpin the cultural transformation by setting the expectation of how Argentex works with clients,suppliers as well as internally,supporting the delivery of transformation and enable the Group to continue to grow and scale.

83、FY23FY24CohortMaleFemaleTotal%FemaleMaleFemaleTotal%FemaleFY24 v FY232Board(Non-Exec)5050%51620%20pptSenior Management1 20103050%1271958%8pptStaff1573919625%1554219727%2ppt1 Excludes Non-Exec Board members2Percentage point STRATEGIC REPORT12Argentex Group PLC Annual Report 2024PEOPLE AND CULTURETHE

84、ARGENTEX ACADEMY(IN PARTNERSHIP WITH THE SOCIAL MOBILITY FOUNDATION)Argentex remains committed to supporting a change in the narrative surrounding the inaccessibility of the financial services sector for those from lower socio-economic backgrounds.As such,Argentex actively encourages and supports st

85、udents from diverse backgrounds with the talent and ambition for a career with the Group or Financial Services through its Academy.2024 was the third year that the Group ran the Argentex Academy,in collaboration with the Social Mobility Foundation.The aim of the Academy is to make practical improvem

86、ents in social mobility for young people from low-income backgrounds.Each year,under the Social Mobility Foundations Aspiring Professionals Programme,thousands of high achieving young individuals from low-income backgrounds across the UK are welcomed and assisted in accessing top universities and co

87、mpetitive professions,believing“success should be determined by ability,not where you were born,went to school or the occupation of your parents or guardians.”Argentex welcomed five students to its head office in Argyll Street for the four-week paid programme.The students were exposed to all aspects

88、 of the business,offering an insight into the intrinsic nature of a dynamic financial services company and the industry as a whole.On completion,the students were offered mentoring from members of the Argentex team and registered with the Groups internal HR department to ensure they continue to be i

89、nformed of open vacancies as they progress with their studies and careers.They were also added to the Argentex Academy Alumni,providing individuals with networking opportunities with each other and those within the business.Following their placements with Argentex,100%of students informed the Group

90、that the programme met or exceeded their expectations,with 80%expressing an interest in working at Argentex in the future.All of the students agreed that they gained work related skills that gave them depth and breadth of experience.13“The hands-on experience I gained while collaborating with the te

91、am was invaluable.It provided me with a deep understanding of sales strategies and client interactions.The teams enthusiasm and willingness to share their knowledge made the experience both fun and highly educational,leaving me with skills and insights that Im excited to apply in the future.”“The in

92、ternship was a fantastic opportunity,and I truly appreciated every moment.”STRATEGIC REPORT14Argentex Group PLC Annual Report 2024PEOPLE AND CULTURE SUSTAINABILITYArgentex remains committed to its active approach to sustainability and the environment,which is outlined below:STREAMLINED ENERGY AND CA

93、RBON REPORTING(“SECR”)As a small but growing service company with a team of less than 200 in four offices,the Group has a very limited negative impact.Despite this,the Group strives to minimise or mitigate any harm that it might do and actively seeks to contribute positively.Planet Mark Business Cer

94、tification previously led with the location-based methodology as the principle display mechanism,which the Group in turn adopted.As per the Green House Gas Protocol and the changes to Planet Mark reporting,Argentex will now report using both location-based and market-based methodology.The Groups loc

95、ation-based carbon footprint for YE23 is 119.9 tCO2e.The Groups market-based carbon footprint for YE23 is 94.9 tCO2e.For YE23 Argentex was certified by Planet Mark on a market-based reduction in scopes 1 and 2 per employee(-21.8%).The Group has changed its reporting period with Planet Mark to calend

96、ar year,so a further six months of data was submitted in this reporting period,including Amsterdam data,which has been reported for the first time.CURRENT 01/01/23 to 31/12/2301/04/22 to 31/03/2301/04/21 to 31/03/22ScopeDetailUnitAmounttCO2eReporting boundary change for YE23 to include Amsterdam off

97、ice.Data for Amsterdam site estimatedAmounttCO2eAmounttCO2eScope 1 Natural GasCubic metres9180.118.73833.97.70.00.0Scope 2Electricity (location based)kWh238610.151.2162591.131.4154649.432.8Electricity (market based)kWh238610.126.3162591.129.2154649.40.0Scope 3Transmission&Distribution losseskWh23861

98、0.14.2162591.12.9154649.42.9Procurement(paper)Tonnes0.20.20.10.10.10.1TravelKm392435.745.1256073.327.914758.21.5WasteTonnes14.00.38.50.24.10.1Water Supply/TreatmentCubic Meters 1397.30.3563.20.1639.00.1Intensity metric for year-on-year,per employee (location based):0.70.70.5Intensity metric for year

99、-on-year,per employee(market based):0.60.60.1All rows and tables are rounded to one decimal place.This may lead to slight discrepancies in totals within the report.Amsterdam data incomplete so estimated data used by Planet Mark electricity calculated by floor space(367.5m2)*36.9 CBS value.Gas calcul

100、ated by floor space(367.5m2)*13.1 CBS value.15STRATEGIC REPORTEARTHLYTREES FOR TRADES WITH TREEAPPIn April 2022,Argentex launched its Trees for Trades initiative and,for every trade made,Argentex purchased a tree on behalf of its clients via Earthly.In 2024 the Group changed planting partner to Tree

101、app,which is a global B Corp Certified tree planting organisation.With operating sites across the world,Treeapp seek to make a positive environmental,social and economic impact by strategically planting trees in countries which need them the most.They plant over 200 different species of tree across

102、five continents.Through the Treeapp partnership,Argentex supported a project during 2024 dedicated to restoring the Usambara Forests in Tanzania.Tanzania is widely recognised as one of the most diverse nations in the world,hosting a variety of natural ecosystems rich in biodiversity.However,urbanisa

103、tion and unsustainable timber practices,amongst other interlinked threats in the region,have caused substantial harm to the nation,demonstrated through the country having one of the highest deforestation rates in the world.Argentexs work with Treeapp has contributed to the planting of 35 different v

104、ariations of trees across sites in Tanzania.These will help restore a mix of species to the locality,for both agroforestry purposes and to restore local landscapes that have been destroyed.Treeapp ensures that the trees are planted by local individuals through various tree nurseries,increasing local

105、 employment opportunities in the area.These planting teams also work with 20 primary schools to provide an ecological education,informing future generations on the value of nature and protecting it as the world continues to develop.For YE23 we have committed to offset our carbon footprint of 119.9 t

106、CO2e as calculated by Planet Mark,via Treeapp in support of the Makame Savannah project(Verified Carbon Standard)which protects more than 350,000 hectares of wildlife rich forests and savannah in northern Tanzania from destruction and degradation.Working with the Masai,they protect this valuable hab

107、itat that provides a seasonal wildlife dispersal area for Tarangires migratory wildlife,preventing at least 268,000 trees from being felled every year.*Conservative estimate from Treeapp of the carbon the trees will sequester over their lifetime both above and below ground.As a result of its partner

108、ship with Treeapp,Argentex is delighted that 73,364 trees were planted in 2024 which it estimates will contribute to 7,997 tonnes of CO2e being sequestered over their lifetime.*“FY24 has been an exciting year,as we execute our new strategy to reposition the Group for a return to revenue growth in FY

109、25”16Argentex Group PLC Annual Report 202417STRATEGIC REPORTGuy Rudolph,CFOCFOS REVIEWMarket OverviewIn 2024 foreign exchange volatility meaningfully increased over the year before,once again driven by monetary policy divergence and political developments,particularly in the United States with the e

110、lection in November of President Trump for a second term.Ultimately,many central banks did not cut interest rates by as much as markets had anticipated,partly owing to the inability of headline inflation to remain at target(1-3%).In the core currencies traded by most of our clients,2024 followed a s

111、trikingly similar path to the prior year.The US dollar weakened quite significantly during the summer,only to perform an impressive volte-face in the autumn,rallying significantly as markets reacted to the re-election of Trump and his inflationary policy mix.Continuing US economic resilience and the

112、 prospect of inflation nudging higher later in the year has reduced the chance of rate cuts into 2025.Various outcomes for interest rate policy remain.In the UK,sterling performed strongly for much of the year,fuelled by strong GDP growth,reticence from the Bank of England to begin the rate cut cycl

113、e,and a new Government promising fiscal responsibility.By year end,however,sterlings H1 strength had faded,materially weakening in the aftermath of the new Labour governments first Autumn Budget,as business confidence worsened,and economic growth slowed sharply.As we transition into 2025,we see grou

114、nds for ongoing volatility in foreign exchange markets,given the scope for some monetary policy divergence,the ripple effects of President Trumps policies around international trade and the imposition of import tariffs by the United States,and geopolitical issues still capable of impacting wider mar

115、kets.Higher levels of volatility have historically led our customers to hedge a higher proportion of their foreign currency transactions.18Argentex Group PLC Annual Report 2024Financial Performance OverviewCFOS REVIEWREVENUEArgentex generated revenue of 50.3m in FY24,marginally ahead of the prior ye

116、ar(FY23:49.9m).An increase in total volumes traded was offset by a reduction in average revenue per client,driven by an industry-wide reduction in margins across all products.During FY24,2,113 clients traded with Argentex,an increase of 9%on the prior year.The teams continued to win new business and

117、 revenue from new clients of 15.8m in FY24 was ahead of the prior year(FY23:15.2m).The column charts below show the changing nature of our product mix year on year,with an increase in share of revenue from options,a product that was first launched during FY22,and a reduction in revenue share from bo

118、th forwards and spots.OPERATING HEADCOUNTHeadcount is the principal driver of operating costs for Argentex.At the very start of FY24 our Full Time Employee(“FTE”)numbers increased as new OPTIONSPOTFORWARD14%18%38%37%48%45%REVENUE PRODUCT MIX20232024colleagues hired in the second half of FY23 joined

119、the Group for anticipated growth,which did not materialise.Throughout FY24,through a combination of natural attrition,performance management and controlled backfill,the Group has reduced the headcount supporting the core business by 13%,and increased headcount in areas supporting growth,with closing

120、 total headcount being broadly flat compared to the prior year,as illustrated in the chart below.Improvements have been made to control cost across the Group,including the implementation of a more robust expenses policy and a tightening of discretionary spend.Whilst the impact of these measures is t

121、aking some time to flow through,we expect to see a full year of benefit in FY25.During the year,the Group incurred a number of costs which reduced overall profitability,and which did not occur in the prior year.The most significant of these were:Costs associated with transformation of the Group of c

122、.1.5m which we would not expect to reoccur in FY25 The closure/cancellation of the Argentex Group Value Creation Plan which gave rise to a one-off non-cash accounting charge of 0.6m Default on a foreign exchange contract by a customer of 0.6mHEADCOUNT20232024CoreBoard(Non Exec)New MarketsNew Product

123、sTOTAL 196TOTAL 19719STRATEGIC REPORTAs a result of the cost of transformation and these one-off costs,we generated EBITDA of 4.0m and operating loss of 0.2m(FY23:profit 8.1m).CASHCash and cash equivalents as at 31 December 2024 was 48.7m,which includes 30.3m of client balances pertaining to collect

124、ion of any collateral and variation margin.Net cash as at 31 December 2024 was broadly flat at 18.4m(FY23:18.3m).In FY24,we spent 2.1m on capex which includes the build of the new Argentex Global Platform for which 3.0m net was raised via an equity issue in May 2024.The capex spend is lower than the

125、 prior year of 4.7m,which included significant investment in premises.Working capital was impacted by a larger cash balance required to be segregated for mark to market movements on CASS clients postions than in December 2023.Argentex is required to hold a minimum amount of cash for regulatory requi

126、rements,and therefore it is only the headroom above this amount that is free cash available for investing in the business.The regulatory cash requirement is calculated daily and is based on ongoing costs of running the business as well as stress tests.The headroom can vary significantly month to mon

127、th due to margin calls and ongoing working capital movements.Cash generation from the Groups revenue is a function of:The composition of revenue(spot,forward,option and swap revenues)The average duration of the FX forwards in the portfolio In FY24,Argentex generated revenues in a proportion of appro

128、ximately 46%/54%between spot and forward contracts outside of options and swap revenues.Whilst spot FX contracts attract a smaller revenue spread,the inherent risk profile is much reduced,and cash is generated almost immediately.As such,having this proportion of revenues generated by spot trades wit

129、h a minimal working capital cycle creates a strong positive immediate cash flow for the business.m31 December 202431 December 2023Cash and cash equivalents48.733.0Less:segregated client funds(30.3)(14.7)Net cash18.418.3Collateral held at Institutional counterparties5.75.7mFY24FY23EBITDA4.011.9Lease

130、payments(1.9)(1.5)Capex(2.1)(4.7)Working capital(1.6)1.8Operating cashflow(1.6)7.5Tax paid(1.3)(2.0)FCF(2.9)5.5Net proceeds from equity raise3.0-Dividends paid-(3.4)Net cashflow0.12.1Net cash at beginning of period18.316.2Net cash at end of period18.418.320Argentex Group PLC Annual Report 2024CFOS R

131、EVIEWCASH(Cont.)Excluding swap revenue,80%of revenue converts to cash within three months,which is broadly consistent with prior years as follows:Cash conversion12 months to12 months to9 months to12 months to12 months to31 December 202431 December 202331 December 202231 March 202231 March 2021mmmmmR

132、evenues50.349.941.034.528.1Revenues(swap adjusted)(A)41.043.637.731.527.2LessRevenues settling beyond 3 months(swap adjusted)(8.2)(7.7)(7.1)(4.6)(3.1)Net short-term cash generation(B)32.835.930.626.924.1Short-term cash return(B/A)80%82%81%85%88%Net cashflow0.12.1Net cash at beginning of period18.316

133、.2Net cash at end of period18.418.321STRATEGIC REPORTINVESTING FOR GROWTH In May 2024,we communicated our new strategy to Shareholders and we have made progress against each of the three pillars of the strategy,as follows:OPERATIONAL/FINANCIAL EFFICIENCIESWhere there has been natural attrition in ou

134、r headcount,we have controlled backfill,reduced the number of FTE supporting the existing business and invested only to support growth areas,and as a result have kept overall closing headcount broadly flat year on year.Salesforce has been implemented which allows us greater insights into how to best

135、 serve our clients and to improve our customer retention and repeat business.We also successfully migrated our accounting system from a basic system with a manual consolidation to a NetSuite ERP product which provides the functionality to support a multi-currency,multi-location Group.We will be leve

136、raging its functionality further during FY25 with the introduction of a more robust Procure to Pay process,which will strengthen our financial control.We have also tightened our cost control in FY24,reducing our discretionary spend and introducing a more robust expenses policy,and this will continue

137、 to be an area of focus in FY25.PRODUCT EXPANSIONIn May 2024,we raised net proceeds of 3.0m via a share issue to fund our acceleration into digital accounts and payments through the build of the Argentex Group Platform.We have hired an experienced team who are on track to deliver and launch the firs

138、t phase of this new product set in summer 2025.The AGP build costs were on budget throughout FY24 and all in year milestones were achieved.GEOGRAPHIC EXPANSIONWe were granted licences in two more overseas jurisdictions during FY24:the Australian Financial Services Licence in May 2024 and the Categor

139、y 3A licence from the Dubai Financial Services Authority in November 2024.We look forward to trading ramping up from each of these overseas entities during FY25.PORTFOLIO COMPOSITIONAs at 31 December 2024,84%of the Groups portfolio was comprised of trades in the major currencies of Sterling,Euro and

140、 US dollar,in line with the prior year.Therefore,the Groups exposure to exotic currencies or currencies with higher volatility and less liquidity remains limited.DIVIDENDWhilst we continue to invest in growth and to transform the business,the Board has decided that Argentex Group PLC will not declar

141、e a dividend for the year ended 31 December 2024.OUTLOOKWith trading having commenced in Australia and Dubai,following the grant of their licences during FY24,and the launch of digital accounts and payments products in summer 2025,we anticipate a return to revenue growth in FY25.Guy RudolphChief Fin

142、ancial Officer02 April 202522Argentex Group PLC Annual Report 2024setting the tone for behaviours,principles,and expectations across all levels of the organisation.This ensures Argentex fosters accountability,transparency and ethical decision-making Ownership of Risk.Group-wide recognition of how it

143、 holds itself and others responsible for upholding standards to deliver best-in-class value in the interest of the Argentex stakeholders Diversity of Thought.Continue to evolve the establishment of an environment that encourages different perspectives and ways of thinking within the Group to foster

144、innovation,engagement and resilience Fairness in Evaluation for Employees.Introducing consistency in approach,engaging and empowering employees through a series of inclusive initiatives and bolstering the Groups policies such that they are all setting the bar for fair employee evaluations,leading to

145、 enhanced satisfaction levels that support overall Group performanceRISK GOVERNANCEArgentex operates a three Lines of Defence(“LoD”)model for managing its financial and non-financial risks,both of which evolve with changes in the markets and products from which it serves its clients.The Groups risk

146、governance is based on this model.This ensures that risk management,risk oversight and assurance are independent activities that are carried out by individuals,Committees,and departments,with overall responsibility assigned to the relevant Senior Manager.The Credit Risk Committee is responsible for

147、ensuring the appropriate framework is provided for managing credit risks within the business.The Operational Risk Forum is responsible for ensuring the appropriate framework is provided for managing non-financial risk matters.The Financial Risk Working Group is responsible for ensuring the appropria

148、te framework is provided for managing prudential risks in regard of capital,liquidity and market risks inherent in the business.ARGENTEX GROUP PLC BOARD OF DIRECTORSARGENTEX EXECUTIVE COMMITTEEARGENTEX COMPLIANCE AND RISK OVERSIGHT COMMITTEECREDIT RISK COMMITTEEOPERATIONAL RISK FORUMFINANCIAL RISK W

149、ORKING GROUPRISK MANAGEMENT Risk ManagementRISK CULTUREThe Group believes that a sound and healthy risk culture is critical for the effective implementation of the Risk Management Framework and therefore,by extension,the achievement of its business objectives.Led by the Board,the Group embeds a stro

150、ng risk management culture through the development of its independent risk management function that works closely with the business to define joint responsibility for its integrated risk management approach.This approach,of close cooperation between the risk function and the first line risk owners,i

151、s central to the way in which Argentex embed a strong risk management culture.The Board has identified and established four key pillars for the Groups ongoing successful implementation of its risk management culture:Tone from the Top.The role that its leaders play in 23STRATEGIC REPORTRISK MANAGEMEN

152、T FRAMEWORK2nd Line of defenceIndependent Oversight&Challenge-Management Information-Key Risk Indicators1st Line of defenceRisk Owner3rd Line of defenceAssuarance-Policy StatementsProcedural-Documentation-Risk Tolerance-Controls-Risk Assessment-RCSA-Risk Appetite Statement-Risk Register-Governance-A

153、ssuranceIdentifyAssessMitigateImplementMonitorReviewINHERENT RISKSRISK CONTROLSRESIDUAL RISKS The first LoD consists of the risk takers or front-line staff,who understand the risks they originate and their ongoing responsibilities to assess,control and mitigate those risks The second LoD consists of

154、 the oversight functions,namely the Risk and Compliance teams.These functions not only challenge,monitor and report in relation to the effectiveness of risk management practices but set policy,define works practices,and oversee first line performance The third LoD consists of independent auditors(St

155、atutory and internal)and Directors who report to the Board.They will also ensure that the three lines of defence are operating effectively,deploying best practice,and will escalate any identified deficiencies to the relevant Board CommitteeThe Chief Compliance&Risk Officer chairs the Compliance&Risk

156、 Oversight Committee,which advises both the Executive Committee and the Board Audit&Risk Committee(ARC)on all matters pertaining to the Groups principal risks,broader risk taxonomy as well as risk appetite and associated risk tolerances.BUSINESS STRATEGY/OBJECTIVESRISK CULTURERISK APPETITEThe Board

157、is responsible for setting and monitoring the risk appetite for the Argentex Group when pursuing its strategic objectives.Risk appetite is quantified and reported upon to ensure the Group can maintain a sound financial position throughout the annual cycle,whilst closely monitoring both internal and

158、external factors that have the potential to disrupt its objectives.The Groups Risk Management Framework is designed to manage such emerging risks to ensure adequate controls are in place to alleviate inherent risks and bring residual risks within appetite.24Argentex Group PLC Annual Report 2024RISK

159、MANAGEMENTRISK IDENTIFICATIONArgentexs approach to risk identification is two-fold.From a top down,principal risks perspective and from a bottom-up divisional risk taxonomy perspective.The Firm looks to identify risks that are:Financial Risks that reflect the Groups financial environment,have the po

160、tential to impede performance and may impact the way in which resources are deployed,such as Capital,Credit and Liquidity Compliance and Operational Risks that are inherent in the way the Group operates.Examples are found in Regulatory,Compliance&Conduct,as well as in Operational and other non-finan

161、cial risks where third party and broader resilience risks manifest Infrastructure Risks are an important part of the Groups business profile,and their evolution and ongoing stability are key to the Groups ongoing success.Examples are technology,and cyber Business Risks that develop from choices for

162、the business and external factors that impede those choices,such as Strategic,Reputational,and Geopolitical risksMaterial drivers of risk are captured through the Groups Risk Register and assessed against a series of quantitative and qualitative reviews to bring potential financial impacts together

163、with management judgement to determine appropriate impacts to appetite.PRINCIPAL RISKSDESCRIPTIONMITIGATIONCREDIT RISKCredit risk reflects the risk that the Group is unable to realise the cash value of its assets.The Group is exposed to credit risk if an institutional counterparty or a client fails

164、to settle a contract at maturity or fails to deliver on margin calls when required.The Group is therefore exposed to the fair value movements of the contract from the day the trade was booked,or since the date of the last margin call.The Group has a credit policy in place to mitigate any potential l

165、osses arising from a client failing to settle,in particular:Assessment of the creditworthiness of clients,with each client being provided a credit assessment based on their specific circumstances.Where a hedging facility has been extended,maximum exposure limits are applied before a margin call will

166、 be made.Timely collection of margin calls or early settlement of client contracts to reduce or eliminate credit exposures.Scenario analysis on the portfolios top exposures are developed to keep potential exposures under close review.Dispute risks are managed through clear articulation of credit fac

167、ility terms.Argentex utilises regulated international banks with sound capital resources and monitors their creditworthiness on an ongoing basis.A degree of concentration is necessary for the Group to command strong pricing and settlement terms;however,the Group continues to review the composition o

168、f its institutional counterparty base to ensure that there is sufficient redundancy in its liquidity offering.The Group closely monitors its portfolio credit risks and will undertake ad-hoc deep dive reviews of single name exposures along with its ongoing close watch single name exposures monitoring

169、.25STRATEGIC REPORTDESCRIPTIONMITIGATIONCAPITAL RISKThe risk that financial resources are not adequate or fail to ensure that these resources can cover the nature and level of the risks to which the Firm might be exposed across all entities of the Group.Reporting,Compliance and Analysis of the capit

170、al resources required under all jurisdictions in which the Group operates regulated business.Retained earnings building the capital bases of the regulated entities of the Group continue to yield improved capital soundness.The Group continues to be well capitalised and retained earnings in each entit

171、y balances its approach to new jurisdictions and markets being entered as part of the Groups strategic geographic expansion.LIQUIDITY RISKLiquidity risk is the risk that the Group has insufficient unencumbered resources to meets its obligations or can only do so at an unsustainable cost.Liquidity ri

172、sks are primarily driven by:-a sudden sharp movement in exchange rates when a currency is net long/short;or-an over-extension of hedging facilities.If the Group were unable to meet its financial obligations when due,this would have a material adverse effect on its business,results of operations,fina

173、ncial condition,and prospects.The Groups primary intra-day liquidity requirements are driven by margin balance requirements with its banking partners.This margin position is monitored intra-day and is managed on an aggregated net basis.To mitigate margin calls from banking counterparties,the Groups

174、portfolio facilitates a blend of terms that enable client margin calls.Regular stress testing is performed to ensure the Group has sufficient collateral pledged and other unencumbered resources to cover its current and potential obligations in the event of a significant market movement.Liquidity for

175、 client settlement is provided in a“safe settlement”environment,Argentex will never remit funds to the client prior to receiving cleared funds in the sell currency.A balanced portfolio across institutional counterparties supports the dilution of margin calls.The Group has actively reviewed its bank

176、counterparty pool to reduce concentration risks and drive enhanced terms.REGULATORY RISKRegulatory,Compliance and Conduct risk is the current and prospective risk to earnings or capital arising from violations of,or non-observance of,laws,rules and regulations applicable across the Group.Conduct ris

177、k is the risk of creating detriment to a customer,counterparty,or market arising from inappropriate conduct of business in the execution of business activities.Argentex Group and its regulated entities abide by the rules and guidance of the home state regulators in which it operates as well as the A

178、IM rules and other significant legislation including GDPR.Consequences of failure to meet regulatory requirements include penalties and withdrawal of permissions,and the dynamic and evolving nature of financial and other regulations could lead to significant expenditure to remain compliant with the

179、evolving regulatory environment.Argentex is committed to upholding the regulatory principles for business.The Group has a governance structure in place that allows for the identification,control,and mitigation of material risks resulting from the operations of the Group.The Group continues to invest

180、 internally in compliance resources and engage with third-party providers to leverage the rapidly evolving solutions which assist with risk monitoring and mitigation.The Group utilises external compliance auditors to review its safeguarding,CASS and Anti Money Laundering processes and procedures and

181、 provide recommendations on enhancements to the existing compliance environment.The governance structure within the Group supports the escalation and reporting of key regulatory risks within the business as and when they arise.The Group has an online mandatory training programme to ensure all member

182、s of the Firm keep up to date with the latest developments.The Group has continued to develop its compliance teams as its global strategy takes shape.In addition,it has completed a firm wide re-platforming of its Risk&Control Self Assessments,Operational Resilience capability and Third-Party risk ma

183、nagement framework.The Group also leverage its external advisory panel to stay ahead of regulatory change.26Argentex Group PLC Annual Report 2024RISK MANAGEMENTDESCRIPTIONMITIGATIONOPERATIONAL RISKOperational risk is the risk of loss resulting from inadequate or failed internal processes,people,and

184、systems or from external causes.These failures can materialise deliberately,accidentally,or through natural disasters etc.The Group conducts a Risk&Control Self-Assessment to capture control points that require additional development.Additionally,the Group has established an Operational Risk Events

185、policy,has a series of departmental operational risk indicators and is able to mitigate risks through the development of appropriate insurance undertakings.Roles&Responsibilities across the Group are clearly articulated to ensure adequate controls are in place to reduce operational risks in the busi

186、ness and the oversight forum that was established at the end of 2023 has proven an effective route to drive up operational risk awareness,thereby supporting improved controls and lower residual risk outcomes.Deep dive reviews on external events are conducted through an internal lens to drive continu

187、ous improvement.The development of the Groups second line risk function continues to yield positive outcomes for the governance of Group activity.TECHNOLOGY RISKThe current or prospective risk to Argentexs earnings and own funds arising from the failure of in-house and third-party systems.Failure of

188、 either the system or its hosting environment would likely be detrimental to both the Group and its clients.The Group maintains business continuity and operational resilience arrangements which are periodically tested and enhanced across all 3 lines of defence.Group policies,processes,training,infra

189、structure,governance,and tools to ensure the business can recover from a range of business interruption scenarios are in place and the Business Continuity Policy provides guidelines for developing,maintaining,and exercising Argentexs Business Continuity Management and IT Disaster Recovery.Dependency

190、 on in-house servers have been mitigated through the cloud services adopted during 2023,and improvements in the Groups change management framework has reduced delivery risks of key IT enhancements.Business Impact Assessments are embedded into the business functions and rehearsals of business disrupt

191、ions are worked through.There has been a strategic investment in technology during 2024 and this is targeting further legacy infrastructure reduction through 2025.CYBER RISKCyber risk is a continual pervasive threat which the Group defines as the risk of losses arising from being targeted by hackers

192、 resulting in significant disruption to the Firms operation and ability to service customers.The pervasive threat of cybercrime remains a high risk,and the Group remain vigilant to its threat to both the Firm and its clients.To mitigate,the Group remains robust levels of insurance to cover losses in

193、 such scenarios should they materialise,meaning financial impact of the event should be limited to costs for support and remedial works if needed.The Group maintains and continues to enhance its information security management framework which is systemically tested against evolving threat vectors.Al

194、l systems are patched,secured and penetration/vulnerability is tested regularly to ensure they are secure and robust to maintain confidentiality,integrity and availability of the Groups services and business assets.Board and employee training on security and fraud-related matters like phishing and r

195、ansomware continue to evolve and forms part of an ongoing programme of training.27STRATEGIC REPORTDESCRIPTIONMITIGATIONSTRATEGIC RISKThe risk of having an insufficiently defined,flawed or poorly implemented strategy that either does not adapt to the external environment or is not aligned to stakehol

196、der expectations.The Board articulates its strategy and the senior leadership teams ensure this is communicated to the wider business and that the Group operates within the defined risk appetite.The Board and its Managing Executives in the business work closely to determine strategy and ensure that

197、execution is fully aligned.The Group continues to go through significant strategic change and whilst this remains on track,risks will naturally persist.The refreshed executive team is fully focused on delivering the Groups strategic objectives.REPUTATIONAL RISKRisk to reputation arises from negative

198、 perception on the part of stakeholders that can adversely affect the Groups ability to maintain existing or establish new business relationships and continued access to sources of funding and liquidity.This could be as a direct result of poor or inappropriate execution of business activities,staff

199、behaviour or external factors such as false information or market rumours.The risk management framework promotes policies,procedures and controls that aim to prevent major incidents from occurring by way of identifying,assessing,and managing risks,ensuring the right escalation processes are in place

200、 to effectively mitigate the risks as they occur.The Group continues to invest in fostering and embedding a sound and healthy risk culture and this permeates through the Group to enhance its reputational standing and deliver long-term,high-quality customer journey experiences.The Risk Framework is m

201、aturing,and a revised taxonomy has been implemented in 2025 that will further strengthen the Groups controls,mitigation,and risk tolerances leading to positive indicators that are reducing the Groups view of residual risks.GEOPOLITICAL RISKThe risk that an increase in political instability,and by ex

202、tension a deterioration in the business and economic environment unfolds,adversely affecting the Groups financial condition and prospects.The Groups primary responsibility is the safety and welfare of its staff and developing its business continuity management programme and responses as external thr

203、eats evolve.The Group has robust policies and procedures that facilitate remote working and a safe return to work.The Groups systems and capabilities,cloud-based infrastructure as well its reactive agility to crises demonstrate its supportive commitment to minimising disruption to clients.28Argentex

204、 Group PLC Annual Report 2024RISK MANAGEMENTKEY RISK INDICATORS AND RISK LIMITSThe Groups risk controls are implemented in line with the risk appetite statement by setting various risk limits and policies that are owned by the Board,which are then cascaded down to more granular and specific limits d

205、elegated to and managed by risk managers in the first and second line through a series of preventive and detective measures.Such measures incorporate a host of activities,including business continuity management,risk specific insurance policies,market based hedging activities,credit risk mitigants,a

206、nd diversification of funding sources.The Group established a series of Key Risk Indicators(“KRIs”)throughout 2024,and these have been complementary to the existing and evolving risk limits,which collectively have strengthened its governance and demonstrated that the Group is able to operate in acco

207、rdance with its overall risk appetite.MONITORING AND REPORTINGThe Group continues to make good progress in its limit framework and monitoring capability,ensuring that risk exposure levels are authorised and monitored at the appropriate level within the Groups governance hierarchy.Reporting of risk e

208、xposures in relation to risk limits and thresholds,is performed by the Risk Management function.Reporting is conducted in relation to all principal risks and is designed to enable effective governance of the Groups risk profile.The ARC is regularly informed of the Groups risk exposures and complianc

209、e with risk limits.In addition to monitoring current risk exposures,the Group also monitors potential future adverse developments by establishing specific early warning indicators whose breach may indicate deterioration in both the internal environment and external environment that could have an imp

210、act on the strength of the Groups capital and liquidity position.Monitoring and reporting the status of these early warning indicators forms part of Groups broader recovery arrangements.For most risk metrics and limits,exposures are monitored daily by a combination of automated and semi-automated pr

211、ocesses to support regular management information that is distributed to the CEO and Chief Compliance&Risk Officer(“CCRO”)as well as regular risk reporting to the Executive Committee,Compliance&Risk Oversight Committee and Board Audit&Risk Committee at each meeting.ADEQUACY OF RISK MANAGEMENT ARRANG

212、EMENTSThe Group assesses the adequacy of its Risk Management Framework on an annual basis,or more frequently if required.This assessment is formally documented within the regulatory assessments it conducts throughout the regulated entities within the Group and is approved by the Executive Committee.

213、The most recent assessment exercises concluded that the risk management arrangements adopted were adequate in relation to their risk profile and strategy.Further,through its Risk Management framework,risk appetite and limit framework,independent reviews and ongoing programme of enhancements,the Grou

214、p and its subsidiaries can confirm that their risk management continues to be effective.29STRATEGIC REPORT30Argentex Group PLC Annual Report 2024SECTION 172(1)STATEMENTThe purpose of the Strategic Report is to inform members of the Company and help them assess how the Directors have performed their

215、duty under section 172.This section 172(1)statement incorporates information from other areas of the Annual Report to avoid unnecessary duplication.The Directors have had regard for the matters set out in section 172(1)(a)-(f)of the Companies Act 2006 when performing the duties set out in section 17

216、2.The Directors consider that they have acted in good faith in the way that would be most likely to promote the success of the Company for the benefit of its members as a whole,whilst also considering the broad range of stakeholders who interact with and are impacted by the Group.The table below ind

217、icates the location of relevant information that demonstrates how the Group acts in accordance with the requirements of section 172(1).It is acknowledged that it is not possible for all of the Boards decisions to result in a positive outcome for every stakeholder group.When making decisions,the Boar

218、d considers the Groups purpose,vision and values,together with its strategic priorities and takes account of its role as a responsible corporate citizen.The aim of this is to ensure that decisions are robust and sustainable.WHOWHYWHATare theythey are important to Argentexmatters to themEMPLOYEESThe

219、Groups employees are central to its success in delivering a high quality service and advice to clients.Ensuring the workforce is engaged and motivated is an important driver for the business.Career development Fostering a diverse,equitable and inclusive workforce Clear communication Wellbeing CLIENT

220、SBy purchasing Argentexs products and services,clients ensure the Groups viability as a business.Argentex aims to meet and exceed clients expec-tations.The Group provides exemplary customer service through a seamless experience.High-level customer service Environmental and social impact Addressing e

221、volving client needs and changes in currency exchange patterns in the context of the macroeconomic climate REGULATORSThe Group works in a highly regulated industry where it is vital to stay on top of key regulatory requirements,which are subject to ongoing change.The Groups operating companies in Du

222、bai,Australia,the Netherlands and the UK are registered with financial regulators in the relevant jurisdiction.Argentex Group PLC is regulated by the London Stock Exchange and AIM Team.Regulators prioritise transparency,financial stability,and compliance with legal and regulatory frameworks to prote

223、ct consumers and maintain market integrity They expect the Group to operate with robust governance structures,effective risk management frameworks,and strong internal controls to mitigate financial crime,fraud and operational risks SHAREHOLDERSA key objective for the Board is to create value for sha

224、reholders.The Groups mission,purpose,values and strategy strive to deliver long-term,profitable growth for shareholders.Profitability and business growth potential Share price appreciation and dividend payments Quality of governanceCOMMUNITY&ENVIRONMENTThe Group recognises that community and envi-ro

225、nmental engagement is important to its ability to build a more sustainable future for Argentex and its stakeholders.Employment within the Groups communities Increased focus on Environmental and Social Responsibility initiatives Positively impacting the communities both locally and across the globeSe

226、ction 172(1)Report31STRATEGIC REPORTExamples of how the Board engaged and their impact on,amongst others,employees,customers and shareholders are included in the table below and discussed throughout the Strategic Report(on pages 02-31)and in the Governance section(on pages 36-46).The following table

227、 identifies where,in the Annual Report,information on the issues,factors and stakeholders the Board has considered in respect of Section 172(1)can be found.This Strategic Report has been approved and signed on behalf of the Board.Jim Ormonde Chief Executive Officer02 April 2025HOWArgentex engagedPag

228、e References Direct feedback through an employee engagement survey Quarterly global townhall meetings Quarterly people and culture updates to the Board from the Executive Directors Personal customer experience across all of the Groups channels Attendance at industry events Dedicated teams across sec

229、tors and offering bespoke support to corporate,institutional and private clients based on an in-depth understanding of those clients needs,with many relationships built over several years An open and transparent dialogue with the regulatory and industry bodies that the Group works with,and employing

230、 leading compliance professionals to monitor and police its adherence with best practice Employees are required to undertake specific training on regulation and best practice as required by their roles Feedback from local and foreign regulators is presented,monitored and incorporated by the Board Re

231、view of all shareholder communications,including trading updates,financial results,the Annual Report and Notice of Annual General Meeting(“AGM”)The AGM enables shareholders to engage directly with the board Investor meetings and the results presentations Following any investor engagement by a Board

232、member,that Board member provides shareholder feedback at Board meetings The Group has partnered with the Social Mobility foundation who support young individuals form low-income backgrounds to attend the four-week Argentex Academy Programme Planet Mark has helped Argentex measure its carbon footpri

233、nt and maintain planet mark certification Partnership with TreeApp through the“Trees for trades”initiative who strategically plant trees all over the world04070804362108281507391159052212063722105649214636455139500108061732Argentex Group PLC Annual Report 2024BOARD OF DIRECTORSNIGEL RAILTONNon-Execu

234、tive Chairman Appointed:2019Committee:A,R,NNigel was appointed Non-Executive Chairman of Argentex in 2023,having joined the Board in 2019.He became Interim Chair of the Post Office in May 2024.Prior to that,Nigel was CEO of Camelot UK,having held numerous senior positions since joining the business

235、in 1998.Previously,he held senior finance and marketing roles at Black&Decker and Daewoo Cars Ltd after starting his career with British Rail.Nigel has over 20 years experience of positively contributing to boards as a Non-Executive Director and has chaired multiple committees,including in Ireland a

236、nd South Africa.He has significant experience in developing teams and brings a strong transformational and operational track record in executive roles.External appointments Trustee of the Social Mobility Foundation Interim Chair of Post Office LtdJIM ORMONDEChief Executive OfficerAppointed:2023Jim w

237、as appointed to the Board as Interim CEO in October 2023 and became permanent CEO in May 2024.He has more than 30 years entrepreneurial and leadership experience across the Fintech segment having been CEO of Cardsave,one of Europes largest independent payments businesses,before serving on the board

238、of Retail Merchant Services,which was sold successfully to TCV Private Equity and then SaltPay.He has provided strategic advice to a wide range of companies including regulated,private and public companies of all sizes.Board of DirectorsGOVERNANCE REPORT33GUY RUDOLPHChief Financial Officer Appointed

239、:2024Guy brings over 30 years of experience to Argentex,having worked as a finance professional at PwC,Vodafone Group PLC and Camelot.He spent 17 years at the FTSE 100 listed Vodafone Group PLC where his roles included Group Financial Controller and Group Director of Finance Operations,and five year

240、s at Camelot where he was the Deputy CFO.Guy is a Chartered Accountant.JONATHAN GRAYSenior Independent Non-Executive DirectorAppointed:2019Committee:A,R(Chair),NJonathan has considerable financial services experience having worked as a corporate financier in the City of London since graduating from

241、Oxford University in 1988.He was a Managing Director and headed the Smaller Companies Team at both UBS and HSBC where,over a period of 15 years,he worked on a large number of both equity and debt fundraisings,as well as mergers and acquisitions,and well over 100 IPOs mainly on the London Stock Excha

242、nge.External appointments Sabina Estates Group Holdings Elm Square Advisors Limited NCB Corporate Finance Limited Key for Committees:A=Audit&Risk Committee R=Remuneration Committee N=Nominations Committee34Argentex Group PLC Annual Report 2024BOARD OF DIRECTORSLORD DIGBY JONES,Kb.Independent Non-Exe

243、cutive Director Appointed:2019Committee:N(Chair),RAfter three years in the Royal Navy,Lord Jones spent 20 years at Edge&Ellison,a major Birmingham-based corporate law firm,where he served as Senior Partner in the mid-1990s.He was appointed Director-General of the Confederation of British Industry in

244、 2000.In 2007 he became Minister of State for UK Trade&Investment becoming a life peer but not joining the party of government.Thereafter he served as Chairman of International Advisory Boards of,or Senior Advisor to,major multi-national companies.He has extensive experience in deal making,corporate

245、 finance,change management&export&investment markets around the world.External appointments Non-Executive Chairman of Triumph Motorcycles Ltd&Metalfloor UK Ltd Non-Executive Director of Norman Piette LtdHENRY BECKWITHNon-Executive DirectorAppointed:2019Committee:NHenry is a Director of Pacific Inves

246、tments Ltd,and leads their financial services and asset management division,taking an active role in both deal origination and management of the portfolio of companies.He is a member of both the Chartered Financial Analyst Institute and the Society of Technical Analysis.Henry was a founding partner

247、and Board member of Argentex when it was first backed by Pacific Investments in 2013 and,as such,has over 12 years in the foreign exchange industry.External appointments Director of Pacific Investments Founding Partner of Pacific Asset Management Non-Executive Director of Pacific Capital Partners Li

248、mited GOVERNANCE REPORT35TIM HALDENBYIndependent Non-Executive Director Appointed:2023Committee:A(Chair),R,N Tim qualified as a Chartered Management Accountant in 2001 and brings substantial experience in finance,strategy,operational performance management and data management.Tim gained this experie

249、nce during a 23-year career at Camelot.In the past 10 years,Tims roles have included Director of Strategy at Camelot Global(Camelots international business),Chief of Staff and then Interim Chief Data Officer at Camelot UK Lotteries.External appointments Member of the Ambitious About Autisms Employ A

250、utism Development Board Director of TMH Consulting Services(Bath)LimitedRINA LADVA Independent Non-Executive DirectorAppointed:2024Committee:A,R,NRina brings over 25 years of technology transformation expertise to Argentex.This includes 17 years at Microsoft in senior leadership positions and more r

251、ecently at PA Consulting where she is building new innovation businesses and scale partnerships.Her extensive experience leverages leading-edge technologies,products,and platforms to drive industry disruption,business transformation and growth spanning multiple sectors and geographies.External appoi

252、ntments Partner at PA Consulting Key for Committees:A=Audit&Risk Committee R=Remuneration Committee N=Nominations Committee36Argentex Group PLC Annual Report 2024CHAIRMANS GOVERNANCE STATEMENTDear Shareholder,I am pleased to present our Corporate Governance Report for the year ended 31 December 2024

253、.As an AIM quoted business we continue to adopt the principles of the Quoted Companies Alliances Corporate Governance Code(“QCA Code”).This report sets outs how we have applied and abided by those principles.We also describe our governance framework that supports the implementation of the principles

254、 and our approach to good corporate governance.The 2023 version of the QCA Code applies to financial years beginning on or after 1 April 2024 and therefore we will report our approach to applying the updated principles in our 2025 Annual Report.There have been a number of changes to the Argentex Boa

255、rd in the year.Jim Ormonde,although appointed to the Board in 2023,was appointed as the Groups permanent CEO in May 2024,Guy Rudolph joined the Board as an Executive Director and CFO in July 2024,and we welcomed Rina Ladva as an Independent Non-Executive Director in October 2024.It is important that

256、 the Board comprises of a mixed skill set,experience and knowledge to deliver the strategy of the Group.Accordingly,the Board has appointed Jeff Parker as an independent Non-Executive Director.Jeff brings a wealth of experience of operating in the global fintech and financial services sectors.Digby

257、Jones has confirmed that he will not be seeking re-election as a Director at the AGM in June 2025.The Board thanks Digby for his significant contributions made during his tenure.In light of the aforementioned changes,the size,skill sets,and experience are felt to be pertinent to Argentex given its s

258、ize,stage of development and opportunities that it faces.The Board is responsible for:The maintenance of a robust system of internalcontrols and risk management procedures Board appointments and succession planning The approval of the Remuneration Policy andremuneration arrangements for the Director

259、s andother Senior Leadership Setting the terms of reference for Board Committees The strategy and growth plans of the Business Structure and Capital Risk Management and internal controls Contracts outside of the ordinary course of business Commitment to material expenditure Shareholder communication

260、 Corporate GovernanceHaving approved the new growth strategy for Argentex in the first half of 2024,one of the critical focus points of the Board has been supporting the executive team to implement these new initiatives.The Group now has clearly defined strategic priorities and development roadmap,a

261、nd the Board are confident in Argentexs ability to successfully execute on its objectives.During 2024,the Board also:Debated the Groups principal risks and the Boardsapproach to setting risk appetite which included theapproval of an enterprise risk framework,risk registerand risk appetite statement

262、Considered 2024 dividend payments Reviewed the Groups Long-Term Incentive PlanNigel Railton,Non-Executive ChairmanChairmans Governance StatementGOVERNANCE REPORT37 Monitored financial performance against budgets and forecasts and discussed any deviations from expectations at each scheduled meeting R

263、eviewed and approved the Groups trading updates,full and half-year results and the Annual Report and Accounts Reviewed performance updates relating to technology infrastructure,technical capabilities,cyber and data privacy Received updates and recommendations from the Committee Chairs following each

264、 Committee meeting Received briefings from the Groups brokers and lawyers Received feedback and insights from the Senior Independent Director(“SID”)and myself as Chairman gathered from meetings with the Groups top shareholders Effective communication with all shareholders institutional and retail-re

265、mains a top priority for Argentex.The CEO,CFO,and I maintain regular engagement with shareholders,providing updates on progress and financial performance throughout the year.Additionally,the CEO and CFO ensure that major shareholders receive requested information and address concerns regarding the G

266、roup,relaying key insights back to the Board to ensure shareholder interests are promptly considered and acted upon.Building on this commitment,the newly established executive team as detailed on page 10 of the Strategic Report is dedicated to driving operational excellence,enhancing product develop

267、ment,and expanding geographically.A key focus is future proofing the business to ensure sustainable growth and long-term shareholder returns.As part of this strategy,the Board has focused on the steps needed to complete a corporate culture refresh that reinforces behaviours that align with the Group

268、s vision at all levels.This initiative will be underpinned by the launch of the Argentex Principles in Q1 2025,further details of which are available in the People and Culture section on pages 10-11.Maintaining a strong risk culture is also central to the Groups approach,with the Board setting the s

269、tandard for governance and accountability across the Group.Senior Leadership is expected to lead by example,fostering a culture of risk ownership and responsibility.As outlined in the Corporate Governance Report on pages 38-46,the Board actively monitors corporate culture through various mechanisms,

270、including reports from Executive Directors,employee engagement surveys,and direct staff interactions.By establishing clear behavioural expectations and sound governance practices,the Board is committed to executing the right strategy with the right leadership to create long-term value for all stakeh

271、olders.Nigel Railton Non-Executive Chairman 02 April 2025“A key focus is future proofing the business to ensure sustainable growth and long-term shareholder returns.”38Argentex Group PLC Annual Report 2024CORPORATE GOVERNANCE REPORT1.Establish a strategy and business model which promotes long-term v

272、alue for shareholders2.Seek to understand and meet shareholder needs and expectations3.Take into account wider stakeholder and social responsibilities and their implications for long-term success4.Embed effective Risk Management,considering opportunities and threats through the organisation5.Maintai

273、n the Board as a well-functioning balanced team6.Ensure Directors have the necessary up to date experience,skills and capabilities7.Evaluate Board Performance based on clear and relevant objectives seeking continuous improvement8.Promote a corporate culture that is based on ethical values and behavi

274、ours9.Maintain Governance Structures and Processes that are fit for purpose and support good decision making by the Board10.Communicate how the Group is performing by maintaining dialogue with shareholders and other stakeholdersTHE QCA CODE 20180207363706211230394915313641494048424945424643303746313

275、922374128403241351045114937423946Corporate Governance ReportGOVERNANCE REPORT391.STRATEGY AND BUSINESS MODEL Following an in-depth strategic review,the Board approved a new growth strategy for the Group covering the next three years.The Groups strategy and business model,including the key risks and

276、challenges in delivering them,are set out in the Strategic Report on pages 02-31.The Board regularly discusses the Groups long-term strategy and monitors the executive teams performance in delivering that strategy.The Board also reviews performance against strategic KPIs at each meeting.2.SHAREHOLDE

277、R RELATIONS The Board is committed to creating value for its shareholders and takes its responsibility to maintain effective dialogue with all investors seriously.The principal methods of communication with private investors have been the Annual Report,the Interim Report,the AGM and the Groups websi

278、te.The CEO and CFO of the Company meet all major shareholders and potential investors after interim and full-year results through one-to-one meetings and live Investor Meet Company presentations,whilst the Investor Relations team is in regular contact with investors throughout the year.During FY24 t

279、he Group engaged with shareholders on a range of topics including an equity raise,Company performance against its strategy,governance and Board composition as explained on pages 06-08.Steps have been taken to ensure that full-year and other public announcements are as meaningful,understandable,trans

280、parent and comparable as possible,with this information also made available on the Groups website https:/ AGM is the principal forum to meet and engage in dialogue with all shareholders who wish to attend,to allow the Board to hear their views and enable shareholders to ask questions.The most recent

281、 AGM was held on 19 June 2024.All Board members were in attendance and available to answer questions.Shareholders voted on each resolution by way of poll and the results of voting were published on the Groups website.The Board acknowledges the resolutions that received more than 20%of votes against

282、at the AGM.The Group remains committed to engaging with its shareholders to understand their perspectives and address their concerns.In particular,the Group recognises the importance of ongoing dialogue regarding Board composition to ensure it aligns with the Groups long-term strategic direction and

283、 governance best practices.Additionally,Argentex will continue to assess its approach to share issuances and pre-emption rights in alignment with shareholder expectations.The Board remains focused on transparency,governance,and acting in the best interests of all stakeholders.3.OUR STAKEHOLDERS AND

284、SOCIAL RESPONSIBILITY The Board recognises that engaging with its stakeholders strengthens its relationships and helps Argentex make better business decisions to support the long-term success of the Group.In addition to its shareholders,the Board has identified its key stakeholder groups as employee

285、s,clients,community and environment,and regulators and relevant industry bodies.The Groups Section 172 Statement on pages 30-31 describes how the views of these stakeholders have been taken into account in the Boads decision making during the period.The Board is kept informed of the views and concer

286、ns of its stakeholders through briefings following engagement activity conducted by the Executive Directors such as townhall meetings and staff engagement surveys,which provide key insights into data concerning people together with trends,levels of engagement as well as areas for improvement for the

287、 forthcoming year.40Argentex Group PLC Annual Report 2024CORPORATE GOVERNANCE REPORT4.RISK MANAGEMENTThe Board has ultimate responsibility for determining the Groups risk appetite and for ensuring that the risk management framework is appropriate and operating effectively.Oversight of financial risk

288、 management systems and internal controls,and assessing the quality,integrity,implementation and reliability of the Groups risk management processes has been delegated to the Audit&Risk Committee(“ARC”).The ARCs report is on pages 56-59.Further information on the Groups approach to risk management a

289、nd the principal risks facing the Group is on pages 22-28.RISK MANAGEMENT FRAMEWORKThe Groups Risk Management Framework(“Risk Framework”)fosters a robust risk culture by systematically identifying,assessing,and mitigating risks.Key elements include:Risk Identification:Leveraging a risk register and

290、riskappetite statements to pinpoint risks Risk Assessment:Conducting Risk&Control Self-Assessments to define controls and mitigations toalign risks with appetite Monitoring&Reporting:Documented processesenable effective control implementation,with key riskupdates provided to Senior Leadership,the ex

291、ecutiveteam,and the Board KRIs:Facilitating continuous monitoring and iterativeimprovement through feedback,governance,andassurance programmesThe Risk framework evolves continuously and is supported by a mature governance structure and a robust assurance programme to align with best practices.THREE

292、LINES OF DEFENCE MODELArgentexs risk governance operates through a three lines of defence model,ensuring independence and accountability:1.First Line of Defence:Front-line staff responsible forunderstanding,assessing,and mitigating risks withintheir areas of operation.2.Second Line of Defence:Risk a

293、nd Complianceteams that oversee,challenge,and monitor riskmanagement practices,set policies,and define workpractices.3.Third Line of Defence:Auditors and Directors whoprovide independent assurance,ensuring all linesoperate effectively and adhere to best practices.This structure ensures risk is manag

294、ed comprehensively across the Group.The risk management framework is closely linked to the Companys internal controls,both financial and non-financial.By aligning risk management with robust internal controls,the Group ensures the effectiveness and integrity of its operations,safeguard against vulne

295、rabilities,and support the achievement of strategic objectives whilst maintaining accountability and transparency across the organisation.5.BOARD COMPOSITIONThe Board is responsible to shareholders for the long-term success of the business and the proper management of the Group whilst having regard

296、to its key stakeholders.Therefore,it is important that the Board comprises of a mixed skill set,experience and knowledge to deliver the strategy of the Group.The Board is currently composed of an Independent Non-Executive Chair,a CEO and a CFO who are Executive Directors and five Non-Executive Direc

297、tors,four of whom are considered to be independent.Henry Beckwith,Non-Executive Director,is not considered to be independent.The size,skill sets,and experience of the Board is felt to be appropriate to the Argentex Group given its size,stage of development and opportunities that it faces.All Board D

298、irectors are subject to election at their first Annual General Meeting and to re-election annually thereafter.GOVERNANCE REPORT41CHANGES TO THE BOARD During the year,there were two changes to the Board,Guy Rudolph joined as an Executive Director in his role as CFO in July 2024 and Rina Ladva was app

299、ointed in October 2024 as an Independent Non-Executive.The Group was also pleased that Jim Ormonde accepted the position of CEO on a permanent basis,having been appointed to the Board as Interim CEO in 2023.6.BOARD EXPERIENCE SKILLS AND CAPABILITIESBiographies of each Director,including details of t

300、heir experience and roles on the Board as at the date of this report are set out on pages 32-35.All Directors are responsible for maintaining and updating their skill sets,with the Group offering various opportunities for professional development.Periodic briefings are made to the Board throughout t

301、he year on corporate governance and regulatory developments.New Directors receive a tailored induction programme,whilst Non-Executive Directors are encouraged to participate in workshops or meetings aligned with their areas of expertise.The Board will look to annually assess the relevance and availa

302、bility of continuing professional development opportunities,both formal and informal.RISK MANAGEMENT FRAMEWORK2nd Line of defenceIndependent Oversight&Challenge-Management Information-Key Risk Indicators1st Line of defenceRisk Owner3rd Line of defenceAssuarance-Policy StatementsProcedural-Documentat

303、ion-Risk Tolerance-Controls-Risk Assessment-RCSA-Risk Appetite Statement-Risk Register-Governance-AssuranceIdentifyAssessMitigateImplementMonitorReviewINHERENT RISKSRISK CONTROLSRESIDUAL RISKSBUSINESS STRATEGY/OBJECTIVESRISK CULTURE42Argentex Group PLC Annual Report 2024CORPORATE GOVERNANCE REPORTTH

304、E BOARD IS RESPONSIBLE FOR:The maintenance of a robustsystem of internal controls and riskmanagement procedures Board appointments and successionplanning The approval of the RemunerationPolicy and remunerationarrangements for the Directors andother Senior Managers Setting the terms of reference forB

305、oard Committees The strategy and growth plans of theBusiness Structure and Capital Risk Management and internalcontrols Contracts outside of the ordinarycourse of business Commitment to material expenditure Shareholder communication Corporate GovernanceTHE CHAIRMAN IS RESPONSIBLE FOR:Running the bus

306、iness of the BoardEnsuring the effectiveness of the Board and an appropriate strategic focus and directionPromoting a corporate governanceEnsuring that Board members receive timely,accurate and clear information about the Groups activitiesEnsuring active engagement and effective communication with s

307、hareholdersSetting the Boards agenda and for ensuring the Committees carry out their dutiesTHE SENIOR INDEPENDENT DIRECTOR IS RESPONSIBLE FOR:Providing a sounding board for the ChairServing as an intermediary for the Non-Executive Directors where necessaryBeing available to shareholders to discuss t

308、heir views and concerns whenrequiredTHE CEO IS RESPONSIBLE FOR:Proposing the strategic focus to the Board Implementing and executing the strategy Leading the management of the Group alongside the ExecutiveCommittee Representing the Group to external stakeholders and engaging withthem on the Groups p

309、urpose and strategyTHE NON-EXECUTIVE DIRECTORS ARE RESPONSIBLE FOR:Exercising independent judgement and providing constructive challengeto the Executive Directors and the Senior Management Team,scrutinisingperformance against objectives Providing strategic guidance to the Group,utilising their wealt

310、h ofknowledge,insight and experience Approving appropriate Group strategy and operating plans Having a pivotal role in the appointment and removal of ExecutiveDirectors and sustaining the Groups corporate governance framework asa wholeGOVERNANCE REPORT43ROLES AND RESPONSIBILITIESHOW THE BOARD OPERAT

311、ES The Board holds responsibility for the overall management of the Group,including setting and approving its long-term objectives and strategy,approving budgets,overseeing operations,maintaining robust internal control and risk management systems,and implementing Group strategies,policies,and plans

312、.Whilst certain responsibilities may be delegated,the Board retains a formal schedule of matters reserved for its decision.These reserved matters include,but are not limited to,overseeing strategy,approving major investments,external financial reporting,annual budgets,dividend policy,and Board struc

313、ture.The Board meets regularly to formally review the Groups performance.THE BOARD COMMITTEES The Board has delegated specific responsibilities to the three Board Committees:Further information in respect of the duties of each Committee are set out in the Committees Terms of Reference,which is avail

314、able on the website at: of each of the Committees activities during the period are set out in the Committee reports on pages 48-59.Each Committee has access,at the cost of the Group,to the resources,information and advice that it deems necessary to enable the Committee to discharge its duties.Audit&

315、Risk Committee Nominations Committee Remuneration Committee The ARC ensures the integrity of the Groups financial statements,reviews key financial reporting issues,evaluates the effectiveness of internal controls and risk management,and oversees the External Auditors,including their appointment,audi

316、t scope,and findings.It also supervises the Internal Audit function,which reports directly to the Committee.Input is sought from the Groups Executive Committee as needed,including updates or escalations from the CCRO and CFO.The Committee meets at least three times annually or as required within the

317、 reporting and audit cycle.Members Tim Haldenby,Chair Nigel Railton Jonathan Gray Rina LadvaThe Nominations Committee is responsible for identifying and nominating members of the Board,recommending Directors to be appointed to each Committee of the Board and the Chair of each such Committee.The Nomi

318、nations Committee also arranges for evaluation of the Board.The Nominations Committee meets at least twice a year and otherwise as required.Members Lord Digby Jones Kb.,Chair Nigel Railton Jonathan Gray Henry Beckwith Tim Haldenby Rina LadvaThe Remuneration Committee establishes the framework for th

319、e remuneration of Executive Directors and Senior Executives,including determining individual packages such as bonuses,incentive payments,and share options.Non-Executive Director remuneration is decided by the Chairman and Executive Directors,with no Director involved in decisions about their own pay

320、.The Committee also oversees share and option awards under the Groups incentive plans,ensuring alignment with the QCA Corporate Governance Code and relevant guidance.The Committee meets at least twice annually or as needed.Members Jonathan Gray,Chair Nigel Railton Lord Digby Jones Kb.Tim Haldenby Ri

321、na Ladva44Argentex Group PLC Annual Report 2024CORPORATE GOVERNANCE REPORTTIME COMMITMENT AND MEETINGS Executive Directors work full time within the Group and Non-Executive Directors are expected to devote such time as is necessary for the proper performance of their duties.The Board is satisfied th

322、at all Non-Executive Directors have sufficient time to commit to their roles on the Board and in the Committees and to fulfil their obligations to the Group.Any changes to the time commitments and interests of the Directors are reported to and,where appropriate,agreed by the rest of the Board.The Bo

323、ard is satisfied that the number of external appointments held by each Director is appropriate and none of the Directors are considered to be over-boarded.Directors are expected to attend all Board meetings,and the meetings of Committees of which they are members.The Board operates to an agreed sche

324、dule and formally met ten times during the reporting period,covering key matters at regular intervals through the year.Non-Executive Directors communicate directly with Executive Directors and Senior Management in the interim time between formal meetings.Additional Board meetings were held in relati

325、on to urgent matters and projects as and when required.The Board is committed to working in a dynamic,collaborative and effective way with different points of view and knowledge being drawn upon to challenge and review the business of the Group.BOARD AND COMMITTEE MEETINGS MEETING ATTENDANCEKEY:Boar

326、d Meetings Audit&Risk Remuneration Nominations Jim Ormonde 10/10 6/6 2/52/3 Guy Rudolph 7/10 Observer5/6 1/51/32/10 PresentNigel Railton 10/106/65/53/3Lord Digby Jones Kb.10/106/65/5 3/3Henry Beckwith 10/106/6 5/5 3/3Jonathan Gray 10/106/65/53/3Tim Haldenby 10/106/65/53/3Rina Ladva 1/10 Observer1/6

327、Observer 1/51/31/10 Present1/6 PresentAttended meeting Attended as an observer Absent Appointed in the reporting periodGOVERNANCE REPORT457.BOARD PERFORMANCE EVALUATIONS The Board evaluated its own performance in FY24 through an internally facilitated process.Each Director was asked to anonymously c

328、omplete a questionnaire consisting of 35 questions developed to help identify areas of effectiveness and good practice,and areas of the Boards operation that could be improved.The questionnaire included open questions regarding perceived Group strengths and weakness to elicit qualitative feedback.Th

329、e Company Secretary collated the responses,which were then reviewed and discussed at the Nominations Committee meeting in December 2024.In general,the feedback was that the Board had operated well given the circumstances of a very challenging year.Board relationships are felt to be constructive,with

330、 an appropriate level of challenge and debate at Board meetings.Recognising the significant management distractions during the year,the feedback also indicates that although the focus with management was on specific high-profile risk issues,there are opportunities to give greater consideration to ES

331、G principles in its decision making.The Board will use this feedback to continue to develop and improve its process during FY25.The Board intends to continue to conduct an annual performance evaluation process,with the format of the FY25 process to be discussed and agreed during the year.8.CORPORATE

332、 CULTURE The Board prioritises fostering a strong,positive corporate culture that sets the standard for interactions among employees,clients,and stakeholders.This culture is built on values of openness,respect,and ethical conduct,ensuring that all employees uphold sound behavioural standards.To rein

333、force these principles,the organisation implements a comprehensive mandatory training programme that covers regulatory compliance,expected conduct,and ethical practices.Employees have continuous access to materials through the intranet,and their conduct is regularly monitored by the Groups executive committee,with significant matters escalated to the Board ensuring oversight and alignment with the