The holdings in Snorkel International Holdings and Smith Electric Vehicles are passive investments. It is the intention that where distributions or realisations of such holdings are made (or there is a receipt of marketable securities) that these are distributed to shareholders, subject to compliance with any legal requirements associated with such distributions. There is presently no anticipated limit on the amount of time the holdings are to be held by the Company.
The Company does not have and will not make cross holdings and does not have a policy on gearing.
Daryn Robinson was invited to join the board in November 2015 following several years of involvement with Tanfield Group dating back to 2002. He was a key member of the senior management team during the acquisitions of Smith Electric in 2004 and Upright Powered Access in 2006. With a strong background in finance, mergers and acquisitions, in 2007 he went on to provide business consultancy services to a number of other companies, both privately owned and publicly listed on the AIM and ISDX markets. This included an interim CFO role with Darwen Group who acquired the former bus manufacturer East Lancashire Coachbuilders and listing the Company on the AIM market as Darwen Holdings Plc. In 2008 he worked with Darwen on the acquisition of Optare and, following the merger and restructuring, the company become the enlarged AIM listed company Optare Plc, employing 830 people with a £80 million turnover. In 2010 he assisted Optare to secure an initial investment from Ashok Leyland which culminated in the disposal of 75% of the share capital to Ashok in 2012. While providing consultancy services, he continued to support Tanfield on a number of projects, including consultancy work for Smith Electric. Daryn was appointed as Tanfield’s Company Secretary in April 2014, following the disposal of Tanfield’s powered access division Snorkel, before being invited to join the board the following year. He was later appointed Chairman in May 2017 and is Chairman of Tanfield’s Remuneration Committee and sits on the Audit Committee.
Martin Groak joined the board of Tanfield in June 2005. He qualified as a chartered accountant in 1978 (now retired) after completing a degree in economics from the University of London and has 40 years of international business experience. Martin is multi-lingual, with a strong background in finance and financial control, predominantly in the oil and gas, steel, logistics and energy sectors. He has previously held five other directorships of publicly quoted companies and is an active member of the Institute of Directors, where he is participating in a strategic consultation aimed at raising standards of corporate governance in SMEs. Martin is Chairman of Tanfield's Audit Committee and sits on the Remuneration Committee.
Tanfield owns 5.76% of the shares in Smith Electric Vehicles Corp, a leading designer and producer of all-electric commercial vehicles for short haul urban fleets. Smith produces zero-emission vehicles that deliver a significantly superior performance to traditional diesel trucks, at greater operational efficiency and significantly lower cost. The Smith mission is to be the leading producer of high efficiency, zero-emissions vehicles in the commercial transportation industry, utilising its unique platform to partner with world-class brands to transform their entire fleets, help them operate more profitably and return energy to the grid.
Tanfield has a 49% membership interest in Snorkel International Holdings LLC, subject to the provisions of the agreement with its partner Xtreme Manufacturing LLC (further details of which are set out in the circular to shareholders dated 20 September 2013).
Tracing its roots back to 1946, Snorkel is a global producer of self-propelled, towable and push-around aerial lifts, including diesel and electric scissor lifts, mast lifts, telescopic boom lifts and articulating booms. Snorkel's comprehensive range of aerial lifts delivers safer and more efficient working at heights from 10ft to 132ft (3m to 40m). Snorkel offers machines for almost any application, from compact electric lifts for interior building maintenance through to big diesel booms and scissors for the toughest construction job sites.
Snorkel's philosophy is "keep it simple" - the company manufactures robust, reliable machines that take workers off the ground in a safe and efficient manner. Snorkel lifts are simple to use, simple to maintain and simple to repair; a philosophy that makes them ideal for demanding rental applications.
As a listed company traded on the AIM market of the London Stock Exchange, we recognise the importance of sound corporate governance throughout our organisation giving our shareholders, other stakeholders and the wider community confidence in our business. We endeavour to deliver on our Investment Policy in an ethical manner.
The Board adopted the Quoted Companies Alliance (QCA) Corporate Governance Code 2018 and the new QCA Code, effective 1 April 2024, on 26 June 2025. The Board as a whole has responsibility for the implementation of governance throughout our organisation, commensurate with our size of business and our status as a passive investment Company.
The new QCA Code takes the key elements of good governance and applies them in a manner which is workable for the different needs of companies. It outlines ten broad principles and a set of disclosures. This report sets out each principle and explains how we are complying.
The Board maintains a regular dialogue with Zeus Capital, the Company’s nominated advisor, and obtains other legal and financial advice as necessary to ensure compliance with the AIM Rules and other governance requirements.
We continue to review our approach to governance and how the views of stakeholders are represented in our oversight of the business.
This disclosure was last reviewed and updated on 27 February 2026.
Daryn Robinson
Chairman
Tanfield Group is a passive investment Company with two investments, as described in the Investing Policy below:
"The holdings in Snorkel International Holdings and Smith Electric Vehicles are passive investments. It is the intention that where distributions or realisations of such holdings are made (or there is a receipt of marketable securities) that these are distributed to shareholders, subject to compliance with any legal requirements associated with such distributions. There is presently no anticipated limit on the amount of time the holdings are to be held by the Company.
The Company does not have and will not make cross holdings and does not have a policy on gearing."
The Company's interest in these investments came from selling operational control in Smith Electric in January 2011 and from entering into a joint venture in October 2013 which resulted in Xtreme Manufacturing having operational control in Snorkel International Holdings.
As a passive investment Company, we do not have operational control over or an operational input in to either of the investments named in the Investment Policy. The strategy is that where distributions or realisations of such holdings are made (or there is a receipt of marketable securities) that these are distributed to shareholders, subject to compliance with any legal requirements associated with such distributions.
The Company does not currently intend to make any further investments in the future.
Tanfield Group is a small passive investment company with only two Board members. However, the Board is still expected to set an example and act in the best interests of the Company and its stakeholders. The corporate culture aims to be open and fair in dealings with all stakeholders, working in partnerships to ensure mutual benefit. Ethical values and behaviours are recognised and respected. As the Company has no control over operational matters relating to its investments, it is unable to influence the values and behaviours directly, but it supports a culture of dealings with both shareholders and investee companies with integrity and respect.
The Board is committed to maintaining good communications and having a constructive dialogue with both its institutional and private shareholders. Whilst recognising that as a passive investment Company the information that can be discussed is often limited, the Company endeavours to maintain a dialogue and keep shareholders informed via its public announcements, annual report and accounts, full-year and half-year announcements, the annual general meeting and any scheduled one-to-one meetings with existing and potential institutional investors.
Shareholder feedback, support and agreement with our strategic objectives are critically important to developing our business, so we actively solicit their views. The Board is kept informed of the views and concerns of major shareholders and believes that it has successfully engaged with shareholders to date, keeping them abreast of the Company's strategy and progress.
The Company encourages all shareholders to attend its Annual General Meeting where they can meet and question the Directors and express ideas or concerns. Shareholders are welcome, by appointment, to talk with Directors, subject to commercial confidentiality and regulatory restrictions. In addition, shareholder communication is answered, where possible or appropriate, by Directors. Any communication can be sent to Daryn Robinson via the Contact section of the website.
We are committed to meeting the needs of all our stakeholders. We maintain a regular dialogue with all our partners through a range of communication channels and actively solicit feedback. Engagement strengthens relationships and leads to better business decisions.
As a passive investment Company, the Board recognises that its stakeholders are limited to external stakeholders (which includes its investments), with the exception of the Board, and are therefore not as extensive as many operational businesses.
The Company maintains a dialogue with its external stakeholders as appropriate and as the need arises. The Company works closely with its advisors to ensure it operates in conformity of its listing regulations as well as the social, legal, religious and cultural requirements.
Whilst we are a passive investment Company, we still consider it important that our behaviour is socially responsible and we will endeavour to:
Our contact with regulators is mediated and guided by our Nominated Adviser and other professional advisers.
The Company is subject to statutory reporting requirements and to rules and responsibilities prescribed by the London Stock Exchange. The Board has a balanced range of complementary skills and experience, with non-executive directors who provide oversight, and challenges decisions and policies as they see fit. The Board believe in robust and effective corporate governance structures and is committed to maintaining high standards and applying the principles of best practice. Compliance is maintained through the utilisation of recognised professional advisers, including the Company’s nominated adviser, and the Board would not hesitate to seek input in this regard from external regulators if necessary.
The Board is mindful of and monitors its corporate risks. Risks are categorised by both probability and impact and appropriate measures are identified to monitor and mitigate any potential impact.
The main risks associated with the business strategy is that the investments may not achieve their operational goals, resulting in no distribution or realisation event and the potential for disputes with the controlling shareholders pertaining to the terms of a realisation event should one occur. The Board discusses any identified risks at its Board meetings and, if necessary, seeks advise from an appropriate professional. As a passive investment Company, the Board is not able to influence the decision making or strategy of the investment companies and so its ability to mitigate some risks is limited.
As the Group is a small business with few personnel and limited opportunity for segregation of duties, Board oversight provides the main overriding control. The Annual Report and Financial Statements, the half-yearly report, interim management statements and any other reporting required by the AIM Rules for Companies (“AIM Rules”) is approved by the Board.
Maintaining sound controls and discipline is critical to managing the risks of the business. We believe the internal controls we have in place are appropriate for our size, complexity and risk profile, including close management and oversight of the activities of the Company by the non-executive directors.
The Group is supported by its Nominated Adviser and other professional advisers to ensure compliance with all relevant regulations and laws in the countries in which it operates.
Key risk areas are regularly reviewed and reported on in the annual report and further consideration of risk areas are set out in the Key Risks and Challenges section of in the Company’s Annual Report and Accounts.
The Company operates as a passive investment Company and as such has put in place a board structure that can best provide the strategic advice, leadership and continuity required. The board structure consists of two non-executive directors both sitting on the PLC Board. Due to the nature of the business, executive directors and an operational Board are not deemed necessary. The current members of the board, including details of skills and relevant past experience to ensure they're capable of delivering the business strategy, may be found here.
The Board is satisfied it has the appropriate structures and processes for a company of its size.
The Board considers the Board composition in terms of skills, experience and balance. Its committees will seek external expertise and advice where required. With only two Board members, due to the limited activities of the Company, Board cohesion is paramount and this is regularly reviewed as required.
The PLC Board, which as a passive investment Company consists of two non-executive directors, have the responsibility of monitoring the Company investments to ensure that, where distributions or realisations are made, these can be distributed to shareholders, subject to compliance and any legal requirements associated with such distributions.
The Chairman (Daryn Robinson), with input from the other non-executive director (Martin Groak), sets the Board’s agenda and ensures that adequate time is available for discussion of all agenda items, in particular strategic issues. The non-executive directors provide oversight in managing the Company investments and delivering the aims of the Investment Policy. As a passive investment Company, the time commitment from the non-executive directors can vary from month to month, with a minimum commitment of 2 to 3 days per month, however all directors are committed to allocating additional time to the Company, as and when necessary, in order to discharge their duties.
The Board is responsible for ensuring that a system of internal control exists to safeguard shareholders’ interests and the Company’s assets. It is responsible for the regular review of the effectiveness of the systems of internal control. Internal controls are designed to manage rather than eliminate risk and therefore even the most effective system cannot provide assurance that each and every risk, present and future, has been addressed. The Board is of the view that, due to the current size and composition of the Company, that it is not necessary to establish an internal audit function. Details of the number of Board meetings, as well as the number of committee meetings, including the committee attendance, is disclosed each year in the annual report which is available from the company website.
The Board has established an audit committee and remuneration committee to assist with oversight and governance, with the audit committee overseeing and reviewing the Company’s financial reporting and internal control processes, its relationship with external auditors and the conduct of the audit process together with its process for ensuring compliance with laws, regulations and corporate governance.
While this is appropriate for a company of our size, the Board will review its governance framework regularly as the Group grows.
The Board considers evaluation of its committees and individual directors to be an integral part of corporate governance to ensure it has the necessary skills, experience and abilities to fulfil its responsibilities. The goal of the Board evaluation process is to identify and address opportunities for improving the performance of the board and to solicit honest, genuine and constructive feedback.
The Board considers the evaluation process is best carried out internally on an annual basis and, as a passive investment Company, does not institute formal measures but will keep this under review if and when circumstances within the Company change.
The Remuneration Committee is chaired by Daryn Robinson and also comprises Martin Groak. The Remuneration Committee is responsible for establishing a formal and transparent procedure for developing policy on remuneration and to set the remuneration packages of individual Directors. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options.
The Committee’s policy is to provide a remuneration package which will attract and retain Directors with the ability and experience required to manage the Company. It is the aim of the Committee to reward Directors competitively and on the broad principle that their remuneration should be in line with the remuneration paid to comparable companies. There are four main elements of the remuneration package for Directors: base salary, share options, benefits and annual bonus.
Pay structures are set out in the Company’s Annual Report and Accounts, with shareholders able to share feedback at the Company’s Annual General Meeting, in conjunction with approving resolutions for the reappointment of each director bi-annually. On this basis, the Board do not feel that a separate vote on the remuneration policy was necessary or proportionate at this time and instead intends to continue to encourage feedback from Shareholders via the Company’s Annual General Meeting and bi-annual director re-appointment resolutions.
Given the size of the company, the Board is satisfied with this approach but will keep it under review and consider whether to put Remuneration Policy to vote at future Annual General Meetings.
The Board is committed to maintaining good communication and having constructive dialogue with all of its stakeholders, including shareholders, providing them with access to information to enable them to come to informed decisions about the Company. The Company’s website provides all required regulatory information as well as additional information shareholders may find helpful including: information on Board Members, Advisors and Significant Shareholdings, a historical list of the Company’s Announcements, its Financial Calendar, Corporate Governance information, the Company’s publications including historic Annual Reports and Notices of Annual General Meetings, together with Share Price information and interactive Charting facilities to assist shareholders analyse performance.
Results of shareholder meetings and details of votes cast will be publicly announced through the regulatory system and displayed on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.
Information on the work of the various Board Committees and other relevant information are included in the Company’s Annual Report.