Our live share price can be found here: ENET.L at the London Stock Exchange

THE QUOTED COMPANY ALLIANCE (QCA) CODE

COMPANY STATEMENT

The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the Company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. It is the Board’s job to ensure that Ethernity Networks is managed in terms of this underlying principle of the QCA Code, with effective and efficient decision-making. Corporate governance is an important part of that job, reducing risk and adding value to our business.

 The Company addresses the key governance principles defined in the QCA Code as outlined in the table below. We will continue to provide updates on our compliance with the code.

This disclosure was last reviewed and updated on 05 May 2024

DELIVER GROWTH

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

BUILD TRUST

05 May 2024

Board Committees

The Company generally has Audit & Risk, Nomination and Remuneration Committees.

Under Israel company law, the audit and risk committee needs to be comprised of external directors (as defined under the companies law).

Audit & Risk Committee

The Audit & Risk Committee is chaired by Aviva Banczewski, External non-executive director, who has the primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on, reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, and in all cases having due regard to the interests of Shareholders. The Audit & Risk Committee meets at least twice a year. Richard Bennett the Independent Non-Executive Director, who was appointed on 16 May 2022  as well as Julie Kunstler, External Non- Executive Director, who was appointed on 16 April 2024 are members of the Audit & Risk Committee.

Nomination Committee

The Nomination Committee is chaired by Yosi Albagli, and identifies and nominates, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee meets as required. Richard Bennett, the Independent Non-Executive Director, was appointed as a member of the Nomination Committee on 16 May 2022 and along with David Levi, they are the other members of the Nomination Committee.

Remuneration Committee

The Remuneration Committee is chaired by Julie Kunstler, External Non-Executive director and reviews the performance of the executive directors and determines their terms and conditions of service, including their remuneration and the granting of options to the Executive, having due regard to the interests of Shareholders. The Remuneration Committee meets at least once a year. On 16 May 2022, Richard Bennett, the Independent Non-Executive Director was appointed to the Committee and on 16 April 2024 upon nomination as a board member, Aviva Banczewski joined the Remuneration Committee as well.

Directors’ Responsibilities

Company law requires the Directors to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss for each period. In preparing those financial statements, the Directors are required to:

• Select suitable accounting policies and then apply them consistently;
• Make judgements and estimates that are reasonable and prudent;
• State whether applicable accounting standards have been followed with any material departures disclosed and explained in the financial statements; and
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.