Corporate Governance
Quoted Companies
Alliance
The Board is committed to best practice in corporate governance. Directors have agreed to comply with the provisions of the QCA Governance Code (“QCA Code”) to the extent which is appropriate to its nature and scale of operations and aims to be fully compliant in 2026.
This disclosure was last reviewed and updated on 18 May 2026.
QCA Principle 1: Establish a purpose, strategy and business model which promotes longterm value for shareholders
The immediate strategy and business operations of the Group are set out in the Strategic Report within the annual report.
The Group’s strategy and business model and amendments thereto, are developed by the Chief Executive Officer (“CEO”) with his senior management team and approved by the Board. The management team, led by the CEO, is responsible for implementing the strategy and managing the business at an operational level.
The Group’s overall strategic objective is to grow organically and through strategic acquisitions to further augment the range of services it offers and gain its presence in markets in which it has proven experience.
The Group has a balanced portfolio of regulated and unregulated operations, all of which are managed on a risk‑based and prudential approach. The principal activities include: deposit taking; lending to consumer and commercial markets in the IOM and the UK; the provision of dedicated financial advice, especially in the areas of pensions and general insurance; and foreign currency and payment services.
The Group has adopted a portfolio approach to its strategic assets and is not dependent on one particular platform technology. The Directors believe that this approach helps to mitigate any concentration risk.
The Group operates in some heavily regulated sectors, and this is reflected in the emphasis on compliance and the provision of excellent customer service.
In executing the Group’s strategy and operational plans, management will typically confront a range of day‑to‑day challenges associated with risks and uncertainties and will seek to deploy the identified mitigation steps to manage these risks as they manifest themselves.
QCA Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Group’s operations. These expectations are set by the Board, and the CEO leads and reinforces these cultural expectations, ensuring they are embedded in day to‑day activities. These values are enshrined in the written policies and working practices adopted by all employees in the Group.
An open culture is encouraged, with staff feedback sought on a regular basis and this includes surveys and workshops. The senior management team reviews the results and provides updates to staff regarding progress to address any concerns, escalating any key deviations in culture to Board level as necessary.
The CEO reports to the Board on cultural indicators, together with an action plan to address any identified issues, enabling the Board to provide effective oversight and ensure culture remains aligned with its values and expectations.
The Group is committed to providing a safe environment for its staff and all other parties for whom it has a legal or moral responsibility, as reflected in the respective health and safety policies in place across its subsidiaries.
QCA Principle 3: Seek to understand and meet shareholder needs and expectations
The Group, via the Chair, Vice‑Chair, CEO and CFO, seeks to maintain a regular dialogue with both existing and potential new shareholders to communicate the Group’s strategy, financial performance and governance strategies and to understand the needs and expectations of shareholders.
Beyond the Annual General Meeting (“AGM”), the Chair, Vice‑Chair, CEO and CFO, meet with investors and analysts to provide them with updates on the Group’s business and to obtain feedback regarding the market’s expectations of the Group.
The Group’s investor relations activities encompass dialogue with both institutional and private investors. From time‑to‑time, MFG attends private investor events, providing an opportunity for those investors to meet with representatives from the Group in a more informal setting. On publication of the full year and half year results, the Group hosts a presentation by senior management which is open to all existing and potential investors.
The Group also provides reporting on the Company’s environmental and social matters to meet with investor needs, as set out under Principle 4.
QCA Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success
- Customers – are at the heart of the business, and the Group operates with a shared vision and set of values. These values instil a sense of how all staff form a part of the customer journey. Feedback is encouraged at all points of contact; it is proactively enacted upon by the Executive and Management of the operational subsidiaries that form the Group as it aids the identification of process system and product enhancements;
- Shareholders – where appropriate shareholder feedback is discussed at the Board, with any actions agreed being tracked to completion by the Company Secretary. Shareholders have an opportunity to raise questions to the Board, in person, at the AGM. Beyond the AGM, the CEO and Vice Chair addresses and communicates with shareholders to discuss their concerns where appropriate. Additionally, together with the Group Finance Director, the CEO delivers an online presentation of the financial statements and interim results where questions can be raised, and this presentation is also accessible on the Group’s website;
- Employees – the Group collates employee feedback on an annual basis, engages employees via workshops and information sharing, with all outputs analysed and visibly addressed by the Executives of the operational subsidiaries that form the Group; with the aim being to build an engaged, committed and enthusiastic workforce. The Group is also committed to conducting its business with honesty and integrity and fosters a culture of openness. Culture is recognised within the recruitment process and strengthened via training, performance management, reward, and ongoing engagement with employees.
- Partners and suppliers – the Executive and Management regularly meet with and seek input from our partners and suppliers to ensure the needs of all parties are understood to achieve continued excellent working relations;
- Regulators – the Group adheres to AIM regulations with guidance from its Nominated Adviser (“NOMAD”), ensuring transparency and integrity. The Board actively engages with its NOMAD to ensure it is meeting its regulatory obligations and maintain investor confidence; and;
- Community and the environment ‑ The Board recognises its critical role in overseeing the Group’s approach to ESG and the impact this has on the communities in which it operates, and on the environment, including climate related matters. To this end, the Group remains committed to integrating these considerations into its strategy, risk management framework and business model. The Group is guided by the QCA Code recommendations on the integration of ESG, and by doing so, aims to ensure that the Group not only meets its regulatory obligations but also positively contributes toward the broader community and environment. The ESG report (Environmental Social and Governance Report), which can be found on page 12 within the annual report, and was produced in conjunction with external advisers (EQCarbon), identifies materiality, performance KRIs and future targets to help build a strengthened framework across the Group to support a resilient and sustainable future for all stakeholders. This forms a key component of our evolving reporting framework.
QCA Principle 5: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness by a series of committees, overseen by the GARCC, and such controls are reviewed by Internal Audit. The internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss.
Through the activities of the GARCC, which meets at least six times per year, the effectiveness of these internal controls is formally reviewed four times per year. GARCC also annually considers External Auditor independence, and their reappointment is elected at the AGM. Further information is detailed within the Risk Management Report within the annual report.
A comprehensive budgeting process is completed once a year and is reviewed and approved by the Board. The Group’s results, and comparison to budget, are reported to the Board monthly.
The Group maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles, as well as against material loss or claims against the Group. The insured values and type of cover are comprehensively reviewed on at least an annual basis.
The senior executives meet regularly to consider new risks and opportunities for presentation to the Group, making recommendations to the GARCC and or the Board as appropriate.
The Directors consider they are provided with all necessary information to assess the Company’s position, performance, business model and strategy.
Further information can be found in the Directors Report, Strategic Report, Risk Management Report, Environmental Social and Governance Report and individual committee reports within the annual report.
QCA Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the chair
The role of the Board
The Board is collectively responsible and legally obligated for the long‑term success of the organisation. Its principal function is to determine the strategy and policies of the Group within an effective control framework which enables risk to be assessed and managed. The Governance Framework is reviewed to ensure it remains fit for purpose on an annual basis and is approved by the Board.
The Board ensures that the necessary financial and human resources are in place for the Group to meet its objectives and that business and management performances are reviewed. Furthermore, the Board ensures that the Group operates within its constitution, relevant legislation and regulation and that proper accounting records and effective systems of business control are established, maintained, documented, and audited.
There are at least four formal Board meetings each year. All Board members have the benefit, at the Group’s expense, of liability insurance in respect of their responsibilities as Directors and have access to independent legal or other professional advice if required. The Board has a formal schedule of matters which are reserved for its consideration, and it has established three committees to consider specific issues in greater detail, being the GARCC, the Remuneration Committee and the Nomination Committee. The Terms of Reference for each of these Committees are published here.
Role of the Chair
The Chair is responsible for leading the Board, ensuring its effectiveness in all aspects of its role, promoting a culture of openness of debate, and communicating with the Group’s members on behalf of the Board. The Chair sets the direction of the Board by facilitating the effective contribution of Non‑executive Directors and ensuring constructive relations between Executive and Non‑executive Directors.
The Chair ensures that Directors receive accurate, timely and clear information. The Chair ensures that no individual or group dominates its decision making, and that each Director is able to commit time to fulfil their role, with ultimate responsibility for the quality and effectiveness of the Board resting with the Chair. This fosters a positive corporate governance culture throughout the Group.
There is a clear separation of the roles of CEO and Executive Chair.
Role of CEO
The CEO is responsible for managing the Group’s business and operations within the parameters set by the Board.
Role of the Non-executive Directors
The Non‑executive Directors bring independent judgement to the discussions drawing on their breadth of experience, and understanding of the business. Their key responsibilities are to constructively challenge and contribute to strategic proposals, and to monitor performance, resources, and standards of conduct, compliance, and control, whilst providing support to executive management in developing the Group.
The Board considers that all the Non‑executive Directors are of sufficient competence and calibre to add strength and objectivity to their activities, and bring considerable experience in regulatory, financial, and operational development within the financial services sector in both the IOM and the UK.
Board Composition, Independence and Succession
The Directors’ biographies are available on the meet the team page. The Board currently comprises four Non‑executive Directors and four Executive Directors. NOMCO and the Board regularly review the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the ongoing development of the Group. In doing so, it also considers how individual perspectives from directors add value to discussions and ensures there is sufficiently wide‑ranging and business‑relevant input to deliver the best decision‑making process in the context of the Company’s business model, geographic footprint, and forward‑looking strategy. The Board recognises that it is healthy for its membership to be periodically refreshed and that no Director should be regarded as indispensable. This principle supports the Board’s approach to succession planning and is complemented by the Board’s annual evaluation process, which reviews collective performance and identifies areas for improvement.
Shareholders will be given the opportunity to vote annually on the election or re‑election of each individual Director, ensuring ongoing accountability, transparency and alignment with best practice governance standards as set out by the QCA.
The Board considers itself to be sufficiently independent. The QCA Code recommends that boards include a minimum of two independent Non‑executive directors. The Board considers three Non‑executive Directors namely Jenny Quirke (Chair of the GARCC) Gregory Jones and John Spellman, are independent under the QCA Code’s guidance. In assessment of independence, the Board considers factors that may create real or perceived impediments, including length of service, that they are free from any business or other relationship with the Company or Directors that could materially interfere with their ability to act in the best interests of the Company. This includes having no recent employment with the Group within the last five years, no material business relationships, and no close family ties with any of the Company’s advisers, directors, or senior employees.
The Group has chosen not to appoint a Senior Independent Director (“SID”) as it already has an effective leadership structure including a Chair, Vice Chair, a CEO and a Board with a great degree of expertise. Additionally, as a smaller company it is also believed to be unnecessary and could complicate the existing board dynamics.
The Board is responsible to the shareholders for the proper management of the Group and meets at least four times a year to set the overall direction and strategy of the Group, to review operational and financial performance, and to advise on management appointments. All key operational and investment decisions are subject to Board approval.
Time Commitment and Expectations
Before their appointment, Non‑executive Directors must confirm their ability to dedicate sufficient time to their responsibilities. They are expected to attend regular quarterly board meetings, as well as unscheduled adhoc meetings. Preparation for these meetings requires review of extensive board packs, which demands a level of commitment that is stipulated in their service agreement.
Each Director also commits to seeking approval from the Chair prior to assuming additional external roles when there is a perceived or actual conflict of interest.
Directors’ service contracts or appointment letters make provision for a Director to seek personal advice in furtherance of his or her duties and responsibilities, normally via the Company Secretary.
Remuneration of Non-Executive Directors
Non‑executive Directors receive their fees solely in the form of a basic cash emolument. They do not participate in performance related remuneration schemes, nor do they hold Restricted Stock Units (“RSUs”) or options over the Group’s shares. The current remuneration structure for the Board’s Non‑executive Directors is deemed to be proportionate.
The CEO and the Group Finance Director are the only Directors who held RSUs or options during the year, with the number and terms disclosed on page 84 within the annual report. These are not deemed to be significant, either for the individual Executive Director or in aggregate.
Board Diversity
Our current Board composition does not fully align with the QCA Code 2023 diversity principles. Whilst the Board acknowledges that gender diversity remains an area for improvement, it includes members from different nationalities, educational, and professional backgrounds. The Board appointed Jenny Quirke as a Non‑executive Director, effective 05 March 2026. This appointment has the additional consequence of strengthening gender diversity and reinforces our commitment to inclusive, balanced and independent decision‑making. The new Director brings extensive experience as a Board‑level leader with expertise in governance, compliance, and risk, and is an experienced Audit & Risk Committee Chair skilled in strategic oversight, stakeholder engagement, and financial reporting. Her sound judgment and ability to drive change will further enhance the Board’s effectiveness.
Board appointments continue to be made on merit, with due regard to the benefits of diversity. Within this context, the paramount objective remains the selection of the best candidate irrespective of background. The Board does not consider quotas or targets appropriate at this time; however, diversity remains a key factor in its selection process.
Board and committee attendance
The number of formal scheduled Board and Committee meetings held and attended by Directors during the year was as follows:
| Director | Board | GARCC | REMCO | NOMCO |
|---|---|---|---|---|
| Jim Mellon | 2/9 | N/A | N/A | 1/2 |
| Denham Eke+ | 6/9 | 4/4 | N/A | 2/2 |
| Douglas Grant | 8/9 | N/A | N/A | 2/2 |
| James Smeed | 9/9 | N/A | N/A | 2/2 |
| Gregory Bailey | 5/9 | N/A | N/A | 2/2 |
| Alan Clarke* | 2/3 | 8/10 | 5/5 | N/A |
| Gregory Jones | 9/9 | 14/15 | 11/11 | 2/2 |
| John Spellman | 9/9 | 15/15 | 6/6 | 2/2 |
| Unable to attend due to tax reasons | ||||
| Jim Mellon | 3/9 | – | N/A | 1/2 |
| Gregory Bailey | 1/9 | – | N/A | – |
| Douglas Grant | 1/9 | – | N/A | – |
| Alan Clarke* | 1/9 | – | – | – |
| Unable to attend due to conflicts | ||||
| Jim Mellon | 3/9 | – | N/A | N/A |
| Gregory Bailey | 3/9 | – | N/A | N/A |
| Denham Eke+ | 3/9 | – | N/A | N/A |
* Alan Clarke retired on 16 September 2025
+ Denham Eke appointed GARCC member on 25 September 2025
QCA Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
The Board has an established GARCC, Remuneration Committee and Nomination Committee with formally delegated duties and responsibilities and these are set out in the relevant Terms of Reference, which are reviewed on an annual basis.
Group Audit, Risk and Compliance Committee (“GARCC”)
The GARCC meets at least six times each year and presently comprises three Independent Non‑executive Directors, currently Jenny Quirke (Chair), Gregory Jones and John Spellman together with Denham Eke (Non‑executive Director). For an interim period during 2025, following the retirement of Alan Clarke, the GARCC comprised John Spellman and Gregory Jones (both Independent Non‑executive Directors) together with Denham Eke (Non‑executive Director). Representatives from Compliance and Risk, the Internal and External Auditor and executive management attend by invitation. Its role is to be responsible for reviewing the integrity of the financial statements and the balance of information disclosed in the accompanying Directors’ Report within the annual report, to review the effectiveness of internal controls and risk management systems, to monitor and review the effectiveness of the Internal Audit function and to consider and recommend to the Board (for approval by the members) the appointment or re‑appointment of the External Auditor. The GARCC reviews and monitors the External Auditor’s objectivity, competence, effectiveness, and independence, ensuring that if it or its associates are invited to undertake non‑audit work it will not compromise auditor objectivity and independence.
Group Remuneration Committee (“REMCO”)
The REMCO meets at least three times a year. The Committee comprises Gregory Jones (Chair) and John Spellman, both independent Non‑executive Directors, with the Executive Directors and external advisers attending by invitation where appropriate. It is responsible, amongst other matters, for determining the remuneration of the Executive Directors, the Company Secretary, and other members of management. Committee members do not take part in discussions concerning their own remuneration. The Chair and CEO determine Non‑executive Director fees.
Group Nomination Committee (“NOMCO”)
The NOMCO is comprised of the whole Board. It is chaired by the Chair of the Board and is responsible for making recommendations to the Board on matters relating to the composition of the Board, including Executive and Non‑executive Director succession planning, the appointment of new Directors and re‑election of existing Directors.
Additionally, the following management committee is also well established:
Group IT Steering Committee (“ITSCO”)
The ITSCO is a Group management committee composed of experienced Executives and Senior Management, who are responsible for directing, reviewing, and approving IT strategic plans and overseeing major IT initiatives.
Its key responsibilities include aligning IT strategy with business goals, appraising major technology projects, recommending technology strategies to the Board, monitoring IT security systems, cooperating with the GARCC on internal controls, providing guidance on emerging technology trends, and reviewing key IT policies annually. The committee ensures IT priorities support the Group’s overall strategy and operational resilience.
The Board considers that due to its size and business complexity no further sub‑committees are required at present.
Appointments to the Board
The principal purpose of the NOMCO is to undertake an assessment of the balance of skills, experience, independence and knowledge on the Board and subsidiary boards against the requirements of the business, with a view to determining whether any shortages exist. Having completed the assessment, the Committee makes recommendations to the Board accordingly.
All Group Director appointments must be approved by the Company’s NOMAD, as required under the AIM Rules, before they are appointed to the Group Board.
During the year, the appointment of Jenny Quirke was reviewed and recommended by the NOMCO, approved by the MFG Board and, in accordance with the AIM Rules, approved by the Company’s NOMAD prior to appointment.
The Corporate Governance Manual also contains a schedule of matters specifically reserved for Board decision or approval and sets out the Company’s share dealing code and its public interest disclosure (“whistleblowing”) policy and procedures.
Directors keep their skillset up to date by attending professional development courses tailored to their needs as well as by participating in regular workshops and industry conferences. These activities enable them to stay informed about industry changes, new regulations and to engage within professional networks.
As part of the annual board evaluation, directors are asked to identify their individual skills development requirements and to identify where there are any gaps in knowledge at Board level, helping to confirm that the Board collectively has the capabilities required for the next stage of the Company’s development. The results are then reviewed by the Chair and discussed by both the NOMCO and the Board and any agreed action taken.
The Chair, in conjunction with the Company Secretary, ensures that the Directors’ knowledge is kept up to date on key issues and developments pertaining to the Group, its operational environment and to the Directors’ responsibilities as members of the Board. During the year, Directors receive updates from the Company Secretary and various internal and external advisers on a number of regulatory and corporate governance matters including sustainability.
QCA Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.
The Board has an internal process for evaluating its own performance, that of its committees and of individual Directors, including the Chair. This assessment is conducted annually and identifies opportunities for improvement. As part of the process Directors are asked to identify areas where they wish to seek training and development, which includes any mentoring needs.
In October 2025, the Board revised its evaluation process to align with the QCA Board Performance Review Guide, ensuring that the process continues to evolve to support effective operation of the Board. The most recent review resulted in no substantive recommendations. The Board has engaged h2g Remuneration Advisory LLP, to provide an independent assessment on the Board Evaluation process and to further support the Board by supplementing the internal process periodically through an external independent third‑party evaluation.
The Board utilises the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning.
Annually, the NOMCO reviews the skills, experience, capabilities, and background required for directors and senior management to support the Company’s development, provided to them via the succession planning report, to make reasoned recommendations to the Board. This review also includes contingency planning for unforeseen absences and changes to key roles.
In addition, all new appointments (from internal and external candidates) are determined by the Board after an evaluation to ensure the appointee will add value based on recommendation from the NOMCO. Upon appointment, new appointees follow a structured induction programme to help them integrate into their roles.
QCA Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy, and culture.
The Group has a remuneration policy that guides the REMCO in decision‑making, considering the Group’s risk appetite, alignment with long‑term strategic objectives, and industry best practices.
Furthermore, the policy aims to provide sustained and long‑term value creation for shareholders. It also strives to be fair and provide equal opportunities to all Executive Directors, employees, temporary staff, and non‑executive Directors, while focusing on sound and effective risk management. The REMCO consults with other board committees as necessary to determine incentive targets and appraise performance.
Our remuneration structure is designed to align with and support the company’s purpose, business model, strategy, and culture. The Group offers a balanced remuneration package that reflects the staff’s position within the Group and professional activity, as well as market practices. This approach considers any conflicts of interest and the impact on the underlying customer, which the Group believes is crucial due to the direct link with shareholder interests.
QCA Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders.
The Group places a high priority on maintaining regular communications with its various stakeholder groups and strives to ensure that all communications concerning the Group’s activities are clear, fair, and accurate. MFG’s website is regularly updated, to provide the latest information and stakeholders can register to receive alerts when new announcements, presentations and events details are posted online. Details of the Board’s investor relations strategy are set out in the Chair’s report within the annual report.
Notices of General Meetings of the Company can be found here.
The results of voting on all resolutions in future general meetings will continue to be posted to the Group’s website, including any actions to be taken because of resolutions for which votes against have been received from at least 20 per cent of independent shareholders.
Shareholders have an open line of communication with the Group, so they can express their views and gain a better understanding of the company’s operations, governance, and strategic direction. Board members take a proactive approach in their duties, actively engaging with all stakeholders. The board can effectively address concerns, share insights, and align the company’s strategic goals with the expectations and needs of its stakeholders. These communication structures foster a stronger relationship with stakeholders and reinforce the Group’s commitment to transparency and accountability. This approach not only enhances trust and collaboration but also supports the long‑term success and sustainability of the company.
During the year, the Board encountered a number of challenges and opportunities which are discussed in detail within the Strategic Report. The Risk Management section outlines how the Board addresses challenges. Both reports can be found within the annual report
The Group’s Audit Risk and Compliance Committee Report and Remuneration Committee Report within the annual report, which provides more details on how the Company ensures transparency and effective governance oversight. Where any principles are not applicable, the reasons are explained where relevant.