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Read our Corporate Governance Statement below.
In accordance with the QCA Corporate Governance Code as updated in 2023, items requiring compliance with the ten principles are listed below.
Last updated: [14 June 2025]
Mission
We equip students for success through language experiences, university pathways, and career-focused learning, and help our partners grow through innovative education services.
Vision
To be a trusted global partner in education, delivering pathways, language experiences, and university services that transform lives and shape futures through innovation and collaboration.
Strategy
As a global learning and skills development partner, the Group’s strategy is to invest in and develop its operating businesses in the education sector, to establish centres of excellence, and to deliver long-term revenue and profit growth. The Group does this through five strategic pillars:
Business model
Malvern’s business model is to:
We compete in the market by offering excellent quality and competitively priced education. The Company’s growth is driven by organic growth through the acquisition of new customers and, when appropriate, acquiring established businesses operating in the same or related markets.
Additional details of the Company’s business model and markets can be found in the Annual Report.
Risk management
The Group maintains a risk register to manage risk effectively. The register documents all identified risks and the strategies and controls for minimise, mitigate or manage them. It allows for ongoing monitoring and review of risks, ensuring proactive measures are in place to mitigate their impact. Strong internal governance and risk management procedures are in place to monitor financial performance and working capital requirements.
More details on risk management are found below under Principal 5, and key business risks and their mitigation are detailed in the Annual Report.
The Board and Executive Management Team promotes a strong culture of innovation and efficiency with no compromise to the quality of education. The Group culture is characterised by its values and staff behaviours.
The Group’s activities are centred on addressing customer needs. Therefore, sound ethical values and behaviours, as well as open and respectful dialogue with employees, customers, and other stakeholders, are crucial to the Group’s ability to achieve its corporate objectives successfully. The Board places great importance on these aspects of corporate governance and seeks to ensure that they flow through all the Group’s activities.
The Company encourages the participation of all employees in the operation and development of the business by offering open access to senior management, including the Executive Directors, and through regular communications including road shows and the intranet.
The Board attaches great importance to providing shareholders with clear and transparent information on the Group’s activities, strategy, and financial position, and regards regular communications with shareholders as one of its key responsibilities. The Group is committed to engaging with shareholders, and the Chairman and CEO lead this effort.
A clearly laid-out investor relationship programme is in place. The primary communication tool with shareholders is the Regulatory News Service (“RNS”) on regulatory matters and matters of material substance. The Company’s Annual Reports and Notices of Annual General Meetings (“AGM”) are available to all shareholders here.
To gauge shareholder sentiment, the Company typically meets with the key shareholders every six months, normally at the time of the final and interim results and when necessary.
The Board is aware of the need to protect the interests of minority shareholders and balancing these interests with those of more substantial shareholders. The Company holds an open Q&A session at every AGM and encourages all existing and potential shareholders to contact Board members at other times of the year. This communication allows the Board to understand shareholders’ views, and to ensure that the strategies and objectives of the Group are aligned with shareholders. In its decision making, the Board has regard to the ascertained expectations and needs of its shareholders per its statutory and fiduciary duties.
The Company welcomes shareholder contact at any time, and contact details can be found on the contact page.
In addition to shareholders, the Company’s other identified stakeholders are staff (employees), students (customers), and partners (either customers or joint venture partners). The Board values the feedback it receives from the Company’s stakeholders and takes every opportunity to ensure that, where possible, their wishes are considered in Board meetings, informing the Company’s decision-making towards strategy, operations and risk management.
Staff
An HR-led staff engagement survey provides staff feedback. This survey involves action planning and communicating “you said, we did” actions on a quarterly basis. The Company’s reward and recognition scheme also supports staff feedback and performance recognition. Group policies are regularly reviewed and updated, communicated to all staff, and easily accessed via the Company intranet.
We incentivise employees through share-based incentives and the payment of bonuses and commissions linked to performance objectives. Where appropriate, these objectives are linked to profitability. The Company focuses on staff personal development, with performance appraisals leading to a training needs analysis for each staff member.
Students
Our purpose, mission, and values place our students at the heart of all of our operations, and their success is key to our future strategic developments. We proactively seek student feedback around every aspect of our operations, including regular surveys and informal discussions with individuals and groups of students.
We integrate this continual informal feedback with more formal mechanisms, such as student representative groups, course committees and similar forums in our University Partnerships. We report to our students how their views have informed developments within our centres via regular two-way dialogue, and ensure the closeness of relationships between staff and students continues to be identified within accreditation and inspection reports.
Partners
The Board acknowledges that a strong business relationship with partners, customers, and agents is a vital part of our growth strategy.
These relationships are informed by interactions with our students as detailed above. We are in continuous contact with our agent and sponsor partners within our student recruitment function. We arrange to meet with key partners regularly and take part in industry events to help facilitate joint discussions.
We are members of a range of educational organisations, such as English UK, where we meet with peers and discuss areas of common concern and key developments for our business.
We are looking to expand our reach in terms of partner organisations to help realise our strategic goals. Within the University Partnerships division, we continue evolve joint governance and management arrangements with our partners. We regularly conduct joint operations meetings covering China, admissions, space, student performance, and recruitment. These meetings ensure that recruitment, admissions, and compliance work efficiently to maximise student numbers and progression and provide a quality student experience. We align ourselves with our partners and collectively enable discussions to identify opportunities and challenges.
Environmental and social matters
The Company continues to evolve its strategy regarding environmental and social matters. The environmental impact of the Group’s activities is carefully considered, and maintaining high environmental standards is a priority. Due to the size and nature of the business, the Company is not required to report energy consumption and greenhouse gas emissions.
The Directors are aware of the Company’s responsibilities to the communities in which it operates. CSR Champions are appointed at each site to drive activities, supported by HR and the EMT. Trackers are in place to monitor progress against objectives. The Company adopts a proactive approach towards education-driven initiatives, particularly where they involve educating less fortunate members of the respective communities. The Group is involved with Refu Aid, offering free language courses and education camps to refugees and supports local charities.
The Audit and Risk Management Committee is responsible for overseeing the Group’s risk management, internal controls, and procedures and determining the adequacy and efficiency of these systems.
The internal procedures for risk management, along with collective and individual responsibilities and roles, are as follows:
Risk review and principal risks | Board | The Board continuously monitors and upgrades its internal control procedures and risk management mechanisms, and conducts an annual review to assess both for effectiveness. This process enables the Board to determine if the risk exposure has changed during the year, and these disclosures are included in the Annual Report.
All members of the Board are provided with a copy of the risk register.
The register is reviewed in detail at least annually and updated as and when necessary, taking into consideration the nature of risks and the sufficiency of controls.
In setting and implementing the Group’s strategies, the Board, having identified the risks, seeks to limit the extent of the Group’s exposure to them, having regard to both its risk tolerance and risk appetite.
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Risk management and internal controls | The Audit and Risk Management Committee (ARMC) | The Audit and Risk Committee reports to the Board and is responsible for reviewing each business area to monitor the effectiveness of risk management and internal financial controls.
Specific financial risks, including those related to foreign currency, interest rates, liquidity, and credit, are evaluated in detail as part of the annual audit.
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Risk register | CFO | The CFO maintains a risk register for the Group that identifies key risks categorised into corporate strategy, financial, clients, staff, environmental, and investment community.
Within each category, the risks are:
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Risk identification | Executive Management Team | The Group’s risk register is maintained in consultation with the executive management team and the Directors.
Staff are regularly reminded to report, anonymously or otherwise, any risks or threats they perceive in the business’s operations.
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The Board is collectively responsible for the decisions made towards the long-term success of the Company. It is responsible for formulating, reviewing, and approving the Company’s strategy, budgets, and corporate actions.
The Board has four members, comprising two independent Non-Executive Directors and two Executive Directors. The independent Non-Executive Directors ensure that independent judgement is brought to Board discussions and decisions. They are encouraged to use their independent judgement and to challenge all matters whether strategic or operational. The Directors consider seriously the effectiveness of the Board, its Committees, and individual performance.
The Non-Executive Chairman is responsible for instilling high standards of corporate governance within the Company. He is responsible for ensuring the effectiveness of the Board on all aspects, including good governance in dealing with all of our stakeholders. This includes ensuring that Board meetings are held in an open manner, that the Directors receive accurate, timely, and clear information, and allowing sufficient time for agenda items to be discussed. He is also responsible for ensuring the Company communicates effectively with shareholders and relays any shareholder concerns to fellow Directors.
The Board meets formally at least twelve times a year, with additional ad-hoc Board meetings as business demands. The Board is responsible for setting and monitoring the Group’s strategy, reviewing trading performance, and formulating policy on key issues. An overriding principle is that each Director will devote as much time as required to carry out the roles and responsibilities to which the Director has agreed.
There is a strong flow of communication between the Directors. Board meeting agendas are set in consultation with both the CEO and Chairman, with consideration given to both standing agenda items and the strategic and operational needs of the business. Comprehensive Board papers are circulated well in advance of meetings, giving Directors ample time to review the documentation and enabling an effective meeting. Minutes are drawn up to reflect a true record of the discussions and decisions. Resulting actions are tracked for appropriate delivery and follow-up. The Board maintains close dialogue by email, telephone, and conference calls between scheduled meetings.
Attendance at meetings during 2024
Director | Board meetings (12 meetings held) | Audit and risk committee | Nomination and remuneration committee |
Mark Elliott | 12 | 3 | 3 |
Alan Carroll | 12 | 3 | 3 |
Richard Mace | 12 | – | – |
Daniel Fisher | 12 | – | – |
The Directors believe that the Board as a whole has a range of commercial and professional skills which enable it to discharge its duties and responsibilities effectively.
For more information and biographies of Directors, please visit: Board of Directors
Each member of the Board takes responsibility for maintaining their skill set. All Directors have the opportunity to undertake training and attend relevant seminars, forums and conferences at the Company’s expense. The Non-Executive Directors ensure that their knowledge of best practices and regulatory developments, including governance requirements, is continually up to date.
The Board delegates specific responsibilities to two Committees:
The Audit and Risk Management Committee’s primary objectives are to assist the Board in discharging its statutory duties and responsibilities relating to the accounting and financial reporting practices of the Group and to assist the Board in its responsibilities to identify, assess, and monitor key business risks to mitigate adverse impacts on achieving strategic objectives with a view to safeguard shareholders’ investments and the Group’s assets.
The Nomination and Remuneration Committee’s primary objectives are to ensure that remuneration arrangements are aligned with the strategy and culture of the Company and its subsidiaries. To this end, it ensures the Company’s remuneration policy encourages and rewards performance against strategic priorities, as well as the right behaviours, values, and culture.
The Committee ensures that there is a robust process for the appointment of new Board Directors and senior management positions. It works closely with the Company’s Board of Directors and external advisers to identify the skills, experience, personal qualities, and capabilities required for the next stage in the Company’s development, linking the Company’s strategy to future changes on the Board.
A Board evaluation process led by the Chairman takes place at least annually. It consists of informal discussions relating to contributions made, roles to be fulfilled, and effectiveness in a number of areas including general supervision and oversight, business risks and trends, succession and related matters, communications, ethics and compliance, corporate governance and individual contribution.
We have considered the use of external facilitators in Board evaluations, however based on our current scale of operations and the frequent contact that exists between all Board members, maintaining our current approach is considered the more appropriate and effective form of evaluation.
As the business expands, the Executive Directors will be challenged to identify potential internal candidates who could potentially occupy Board positions and set out development plans for these individuals. To support this, the Company developed a succession plan in 2024 for senior leaders as part of a wider Company Talent Plan. Any roles that cannot be filled internally will be recruited from outside the organisation. Benchmarking and labour market reviews are carried out to support recruitment if and when necessary.
Malvern aims to recruit, motivate, and retain high-calibre executives capable of achieving the objectives of the Group and to encourage and reward appropriate superior performance in a manner that enhances shareholder value.
The Company operates a remuneration policy which ensures that there is a clear link to the delivery of the Company’s purpose, business model, strategy, and culture, as well as close alignment with shareholder interests and current best practice.
The policy aims to ensure that senior executives are rewarded fairly for, and commensurate to, their respective individual contributions to the Group’s performance. The Directors continue to focus on the Group’s short, medium, and longer-term commercial viability. Remuneration has been set at levels consistent with achieving this aim.
Overall remuneration is below market average for those charged with ensuring the success of the Group’s transition from a position of a continuum of losses to one of consistent and growing profitability, and will be subject to regular review as the Group achieves its targets.
The Board determines the remuneration of all Independent Non-Executive Directors with the fees being set at a level to attract individuals with the necessary experience and ability to contribute to the Group. The Non-Executive Directors do not receive bonuses and are entitled to be reimbursed for reasonable expenses incurred by them in carrying out their duties as Directors of the Company. The Board, with the assistance of the Nomination and Remuneration Committee, reviews the remuneration level of Non-Executive Directors on an annual basis to ensure it remains competitive in attracting suitable talent. All Board appointments are made subject to the Company’s Articles of Association.
Consistent with the QCA Code 2023, the Directors’ Remuneration Report is voted on annually at the AGM. Additionally, the Directors’ remuneration policy will be put to vote every three years commencing with the 2025 AGM. It should be noted that in both instances the vote is of advisory status and not binding.
In addition to the investor relations activities described above, the following Audit and Risk Management Committee, and Nomination and Remuneration Committee reports are provided.
Audit and Risk Management Committee
The Audit and Risk Committee is a sub-committee of the Board and comprises two Non-Executive Directors, with Mark Elliott as Chairman and meets at least three times a year.
The external auditor and Executive Directors attend when appropriate at the invitation of the Committee. The external auditor meets separately with the Audit Committee on request, without the presence of the Executive Directors, to ensure open communication.
The primary objectives of the Committee are to assist the Board in discharging its statutory duties and responsibilities relating to the accounting and financial reporting practices of the Group and to assist the Board in its responsibilities to identify, assess, and monitor key business risks to mitigate adverse impacts on achieving strategic objectives with a view to safeguard shareholders’ investments and the Group’s assets.
In FY24, the Audit Committee reviewed the following issues:
The Nomination and Remuneration Committee
The Committee’s primary objectives are to ensure that remuneration arrangements are aligned with the strategy and culture of the Company and its subsidiaries. To this end, it ensures the Company’s remuneration policy encourages and rewards performance against strategic priorities, as well as the right behaviours, values, and culture.
The Committee comprises two Non-Executive Directors, Alan Carroll (Chairman) and Mark Elliott.
During the year the Committee held three meetings to:
Outcome of all votes during the year can be found on the Notices and Circulars page.
See Annual Reports and Presentations for historic documents.
200 Pentonville Road
London
N1 9JP
UK
+44 (0)20 7520 0470
