Glossary

A · B · C · D · E · F · G · I · M · N · P · Q · R · S · T · W

A

Arm's length

Terms no worse for the Company than a stranger would have given. For a deal with a Related Party the Board must prove it: two comparable quotes from others, or an independent valuation, recorded in the minute. On 18 March 2026 the £1,900,000 packaging contract was approved against quotes of £1,960,000 and £2,050,000. Charter §5.5 · Chapter 4

Articles of association

A company's constitution: the rulebook it registers at Companies House, which says how it is run and how its directors decide. The Company's Articles are the Model Articles, amended as the Investment Agreement required. Where the Charter and the Articles differ, the Articles prevail. Charter, paragraph (A) · Chapter 1 · see Model Articles

Audit & Risk Committee

The Board's committee of three non-executive directors, chaired by Dr Anand Raghavan with Edmund Ferrar and Rachel Achterberg; two are a quorum. It checks the accounts and the auditors, internal controls, the risk register, spending against Schedule B, the Speak-Up Line and food-safety results. It recommends and the Board decides, except that it agrees the audit plan and the scope of its own investigations. Charter, Schedule C · Schedule C, paragraph 4 · Schedule C, paragraph 6 · Chapter 7

Authorisation of a situational conflict

The Board's permission for a director to stay in a position that could pull against the Company. It is given on conditions, at a meeting where she neither counts in the quorum nor votes (Companies Act 2006, section 175(5) and (6)). Conditions may withhold named Board papers, suspend Calderbank's information rights on the same items, and require review at every meeting. The Board authorised Rachel Achterberg's situation this way on 16 September 2026 and lifted the conditions on 6 October 2026. Charter §8.3 · Charter §8.4 · Chapter 5

B

Board

The directors acting together: at a meeting with a quorum, or by a written resolution signed by every eligible director. Three of five directors in a room are a majority, but not the Board. The five seats: an independent Chair, at least one other Independent Director, the Chief Executive, the Chief Financial Officer and one Investor Director. Definition: Board · Charter §1.2 · Chapter 1 · Chapter 6

Board Charter

A board's written rules for itself: what it decides, what it leaves to management, how it meets and what it records. The Company's is version 2.0, adopted on 25 February 2026 in place of a one-page scheme of delegation from 2019. It is reviewed each February and amended only by the Board on the Chair's recommendation. It adds procedure to the directors' duties, and no duty. Definition: Charter · Charter, paragraph (A) · Charter §10.5 · Chapter 1

Board evaluation

The Board marking its own work once a year, at the February meeting. Each director answers a questionnaire the Company Secretary circulates, and the Chair reports on the answers to the Board. Every third year an outside adviser chosen by the Chair runs it instead; the first was held on 3 February 2027. Charter §10.3 · Chapter 9

Board Pack

The papers for a Board meeting, sent to every director at least five Business Days before it. It holds the agenda, the last minutes, the management accounts, a paper on each decision, the Conflicts Register, the action list and any Schedule B breach report. Each decision paper names the item of Schedule A, or the Delegated Authority, it arises under. Reading the pack is how a director shows she took reasonable care (Companies Act 2006, section 174). Definition: Board Pack · Charter §7.2 · Chapter 10

Business Day

A day other than a Saturday, a Sunday or a public holiday in England on which the Wakefield office is open. The Board Pack goes out five Business Days before a meeting; management accounts follow within 15 Business Days of month end. Notice of a meeting, by contrast, counts in clear calendar days. Definition: Business Day · Charter §7.1 · Charter §7.2 · Chapter 6

C

Casting vote

A second vote given to the chair of a meeting to break a tie. The Model Articles give one (Article 13); the Company's Articles remove it. So the Chair has no casting vote, and a proposal on which the votes are equal is not carried. Charter §4.5 · Chapter 6

Certified extract

A copy of one decision from the minutes, signed by the Company Secretary as a true extract; a bank asks for one before it lends. Lucy Penhaligon refused to certify the paper of 21 July 2026, because the Board had decided nothing. She certified the minute of 24 July 2026 instead. Charter §1.5 · Charter §4.6 · Chapter 6 · Chapter 10

Chair

The Independent Director who leads the Board: sets the agenda with the Company Secretary, chairs each meeting so every director is heard, and leads the annual evaluation. The Chair has no executive role and no casting vote. For urgent business the Chair may call a meeting on 48 hours' notice, or shorter where delay would harm the Company. Edmund Ferrar has been Chair since 30 September 2025. Definition: Chair · Charter §1.3 · Charter §4.2 · Chapter 1

Committee

A small group of directors to whom the Board gives a defined piece of its work, under written terms of reference. Every member is a non-executive director, and every committee is chaired by an Independent Director. A committee recommends and the Board decides, unless the terms of reference say otherwise; no committee decides a Matter Reserved. Charter §6.2 · Charter §6.3 · Chapter 7

Company Secretary

The Company's officer for procedure and records; not a director. She advises the Board on notice, quorum and declarations of interest. She keeps the minutes, the Conflicts Register, the Decision Log and the statutory registers, sends every notice and Board Pack, and certifies extracts. Lucy Penhaligon holds the office, and you are her assistant. Definition: Company Secretary · Charter §1.5 · Chapter 1 · Chapter 10

Confirmation statement

A once-a-year filing at Companies House confirming that what it holds about the Company is correct: registered office, directors, shareholders and persons with significant control. The Company's review period ends on 3 May, the anniversary of its incorporation. The statement is then due within 14 calendar days, by 17 May, on form CS01 (Companies Act 2006, section 853A). That is the position at the time of writing (2026); check the current one. Chapter 10

Conflict of interest

A position in which a director stands to gain from something the Company is deciding. Nobody outside can then tell whether she decided for the Company or for herself; it is a position, not an accusation. The Companies Act 2006 splits it in two: an interest in a deal with the Company (section 177), and a standing situation with no deal in it (section 175). Charter Part 5 · Charter Part 8 · Chapter 4 · Chapter 5

Conflicts Register

The Company Secretary's record of directors' interests. It holds every declaration of interest, every authorised situational conflict with its conditions and end date, and every Related Party transaction the Board has approved with its conditions. The Board reviews it at every meeting, and each director confirms that her entries are complete. Its entries include the packaging contract of 18 March 2026 and the authorisation of 16 September 2026. Definition: Conflicts Register · Charter §5.4 · Charter §8.4 · Chapter 4 · Chapter 5

D

D&O insurance

Directors' and officers' liability insurance. The policy pays a director's defence costs and liabilities when she is sued for how she did her job. A company may not exempt a director from liability to it, but may insure her and give a limited indemnity (Companies Act 2006, sections 232 to 234). The Company holds £10,000,000 of cover with Thorncliffe Insurance Limited, renewed on 1 April each year (Schedule A, item 15). Charter §10.4 · Schedule A, item 15 · Chapter 9

Decision Log

The running record the Company Secretary opens in any incident that may lead to a recall, a report to a regulator or a claim. It records each decision, who took it, the date and time, the information then available, and who was delegated to act. The minute says what the Board decided and why; the log says what each person knew and did, hour by hour. It is kept with the minutes and goes to the next Board meeting. Definition: Decision Log · Charter §9.6 · Chapter 8 · Chapter 9

Declaration of interest

A director telling the other directors the nature and extent of her interest in a proposed transaction with the Company (Companies Act 2006, section 177). Under the Charter she does so before the Board takes the item, and in every case before the Company enters the transaction. It is made on the Schedule F form or at the meeting, and is minuted. "My husband owns the supplier outright" is a declaration; "I have an interest" is not. Charter §5.2 · Charter, Schedule F · Chapter 4

Delegated Authority

The power of a named person to approve a matter alone for the Company, within the limits in Schedule B. The Chief Executive may approve budgeted capital expenditure up to £250,000 and contracts up to £2,000,000 and three years; the Chief Financial Officer, payments and contracts up to £100,000; a site manager, purchase orders up to £25,000 each. Every limit applies to the whole of a matter, and an approval that cannot be found is treated as not given. A referral upward is never a breach. Definition: Delegated Authority · Charter, Schedule B · Charter §3.4 · Chapter 2 · Chapter 7

Director

A person appointed to direct the Company as one of the Board. A private company needs at least one (Companies Act 2006, section 154); the Company has five, and each owes it the same seven general duties. A change of director is notified to Companies House within 14 days (sections 162 to 167). Form AP01 is an appointment; form TM01 a departure. Chapter 1 · Chapter 3 · Chapter 10

Duty not to accept benefits from third parties (section 176)

A director must not take from anyone but the Company a benefit given because of her seat or her conduct in it. A gift, a fee or a job for a relative all count if the seat is the reason. Ordinary business hospitality that could not reasonably be seen as likely to cause a conflict is not a benefit. Under the Charter she declines the offer and tells the Company Secretary, who records it in the Conflicts Register. Charter §5.6 · Chapter 3

Duty to act within powers (section 171)

A director must act in accordance with the Company's constitution, and use each power only for the purpose it was given. The constitution is the Articles; the Charter is made under them, and a director who breaks the Charter's procedure is using a power the Articles give the Board as a whole. On 21 July 2026 three directors signed a paper approving the renewal of a £6,000,000 overdraft. A written resolution needs every eligible director, so they used a power the constitution gives only to all of them. Charter §5.1 · Chapter 3 · Chapter 6

Duty to avoid conflicts of interest (section 175)

A director must keep out of any situation in which her interests could conflict with the Company's: another board, a stake in a competitor. It bites even where no deal is proposed; a deal with the Company itself is section 177's ground. The other directors may authorise the situation on conditions, the interested director not counting or voting (section 175(5) and (6)). Charter §8.2 · Charter §8.3 · Chapter 5

Duty to declare an interest in a proposed transaction (section 177)

A director with an interest in a deal the Company is about to make must declare it to the other directors before the Company enters it. She states the nature and extent of the interest; an indirect interest, through a husband's company, counts as fully as a direct one. An interest in a deal already made is declared as soon as it arises (section 182). The Charter moves the moment earlier, to before the Board takes the item. Charter §5.2 · Chapter 4

Duty to exercise independent judgement (section 173)

A director decides for herself and hands her vote to nobody. A director nominated by a shareholder may take that shareholder's views into account, but must vote as she judges best for the Company. So Rachel Achterberg may listen to Calderbank, which appointed her; Calderbank may not tell her how to vote. Charter §8.1 · Chapter 5

Duty to exercise reasonable care, skill and diligence (section 174)

A director must bring the care, skill and diligence reasonably expected of anyone doing her job. Where she knows more, more is expected: a food scientist reads a laboratory result as a food scientist. Diligence means reading the Board Pack, which reaches every director five Business Days before a meeting. Charter §7.2 · Chapter 3 · Chapter 8

Duty to promote the success of the Company (section 172)

A director must act in the way she honestly considers most likely to promote the success of the Company. Success means success for the benefit of its members as a whole. She must have regard to six things: the long term; employees; suppliers and customers; the community and the environment; reputation; and fairness between members. The minute of 15 October 2026 records those factors weighed against the £2,400,000 cost of the recall. Charter §10.2 · Chapter 3 · Chapter 8

E

Exceeding

The word every threshold in Schedule A turns on: a matter is reserved only where its value is more than the figure. So a £250,000 machine outside the budget is not item 2, and a £250,001 machine is. Value is whole-term value, including any option to extend. Deals with the same counterparty for the same purpose, or for one project, in any twelve months are added together (aggregation) and reserved once the total exceeds the figure. Charter §2.2 · Chapter 2

Executive director

A director who is also an employee running part of the business. Margaret Holroyd, the Chief Executive, and Daniel Okoro, the Chief Financial Officer, are the Company's two. An executive director sits on no committee, because she would be checking her own work. Charter §1.2 · Charter §6.2 · Chapter 1

F

Fiduciary

A person who holds power or property for someone else and must use it for that person, not for herself. The chapters use plain words: a person in a position of trust. A director is one, and the seven general duties are that position written down (Companies Act 2006, sections 171 to 177). Break one and the old consequences follow: the transaction voidable at the Company's choice, any profit handed back, any loss made good (section 178). Charter §5.1 · Chapter 3 · Chapter 4

G

Governance statement

A short public account of how the Company is directed: who sits on the Board, how it decides and what it did. The Board approves it each year with the annual accounts; the Company Secretary prepares it. It reports against the Wates Principles, which the Company applies voluntarily (Schedule A, item 18). Charter §10.6 · Schedule A, item 18 · Chapter 9

I

Indemnity

A promise to meet someone else's liabilities. A company may not exempt a director from liability to itself for negligence or breach of duty. It may give her a qualifying indemnity, covering certain claims by others within limits the Act sets, and may buy insurance (Companies Act 2006, sections 232 to 234). The Charter promises nothing beyond that. Charter §10.4 · Chapter 9

Independent Director

A non-executive director whom the Board has determined to be independent, on appointment and again each February. The test: no employment or material business relationship with the Company in three years; no family tie to a shareholder holding more than 10% of the shares; no nomination by, or partnership in, any shareholder. Edmund Ferrar and Dr Anand Raghavan are the two; a quorum must include one of them, and every committee is chaired by one: Anand chairs Audit & Risk, Edmund chairs Remuneration (Charter §6.2). Rachel Achterberg is non-executive but not independent. Definition: Independent Director · Charter §1.6 · Chapter 1 · Chapter 6

Internal control

A rule plus a check: something that must happen before the Company is committed, and someone who looks afterwards to see that it did. Schedule B is the rule; the Audit & Risk Committee's quarterly review of spending against its limits is the check. The check that found the split purchase orders on 22 July 2026 was a list sorted by supplier and date. Charter §9.2 · Chapter 7

Investor Director

The director Calderbank appoints under the Investment Agreement: Rachel Achterberg, a partner at Calderbank, since 30 September 2025. She owes the same duties as every other director and votes as she judges best for the Company (Companies Act 2006, section 173). She may pass Board information to Calderbank only as the Investment Agreement permits, and never on a matter under paragraph 8.3 conditions. Definition: Investor Director · Charter §8.1 · Charter §7.4 · Chapter 5

M

Matters Reserved

The twenty decisions in Schedule A that only the Board may take, at a quorate meeting or by written resolution. Among them: the budget; capital expenditure exceeding £250,000 outside it; borrowing exceeding £1,000,000; any contract exceeding £2,000,000 or three years; any transaction with a Related Party at any value; any product recall; and anything the Chair or any two directors ask to bring. A matter not reserved is management's, within Schedule B. Definition: Matters Reserved · Charter §2.1 · Charter, Schedule A · Chapter 2

Minute

The written record of a meeting, taken by the Company Secretary, approved at the next meeting and signed by the Chair. It is kept for ten years from the meeting (Companies Act 2006, section 248); once signed, it is evidence of what the meeting did (section 249). It records who attended and how, the quorum, each declaration of interest, the papers considered, each decision and who acts on it, and the reasons where factors were weighed. It is not a transcript, and it must not be written with hindsight. Charter §10.1 · Charter §10.2 · Chapter 9

Model Articles

The standard articles of association the law provides for a private company (the Companies (Model Articles) Regulations 2008, Schedule 1). The Company's Articles are the Model Articles with amendments. They keep Article 8, under which a written resolution needs every eligible director, and Article 14, under which an interested director may not count in the quorum or vote. They remove the chair's casting vote under Article 13. Chapter 1 · Chapter 4 · Chapter 6

N

Non-executive director

A director who holds no job in the business and runs no part of it; often shortened to NED. The Company has three: Edmund Ferrar and Dr Anand Raghavan, who are also independent, and Rachel Achterberg, who is not. Committees are made up of non-executive directors only. Charter §6.2 · Chapter 1 · Chapter 7

Notice

The written statement from the Company Secretary that a Board meeting will be held, giving the time, the place and the business. Ordinary business needs at least seven clear days: calendar days, not counting the day of the notice or the day of the meeting; urgent business 48 hours at the Chair's call. Shorter still is allowed where the Chair decides that delay would harm the Company, the reason stated in the notice and recorded in the minute. The recall meeting of 15 October 2026 was called on 24 hours' notice. Charter §4.2 · Charter §4.3 · Chapter 6 · Chapter 8

P

Persons with significant control

The people behind a company, named in a public register (Companies Act 2006, section 790A). It names anyone holding more than 25% of the shares or votes, or able to appoint or remove a majority of the board, or with significant influence or control by another route. At the time of writing (2026) the register names three: Margaret Holroyd and James Holroyd, the trustees who hold the Holroyd Family Settlement's 1,100,000 shares jointly (Margaret also holds 200,000 of her own), and Calderbank Growth Holdings Limited, entered as a relevant legal entity. The rules move; check the current position. Chapter 10

Protected disclosure

A worker's report made in the reasonable belief that, among other things, health or safety is endangered, and made in the public interest. The law protects the worker from detriment and dismissal for making it (Employment Rights Act 1996, Part IVA, at the time of writing in 2026). Nadia Kowalczyk's speak-up report of 12 October 2026 was one, as the review of 19 November 2026 found. The everyday word for such a worker is whistleblower. Charter §9.4 · Chapter 8

Purchase-order splitting

Dividing one purchase into orders, invoices, contracts or payments so that each part falls within a lower limit than the whole would need. One need, one supplier and one period are one purchase, whenever the orders are raised and whoever raises them. The split is a breach by the person who made it, whatever each piece cost. On 9 June 2026 a £98,950 chiller was bought on four orders of £24,500, £24,800, £24,900 and £24,750, against a £25,000 limit. Charter §3.3 · Schedule B, paragraph 3 · Charter §9.3 · Chapter 7

Q

Quorum

The smallest number of directors who must be present before a meeting can decide anything; a meeting without one is inquorate. The Model Articles set two (Article 11); the Charter fixes three, one of them an Independent Director. A director who may not vote on an item does not count for it. On 21 July 2026 three directors were present and none was independent, so they could fix a further date and nothing else. Charter §4.4 · Chapter 6

R

Recall

Taking product back from the shops and from the customers who have bought it; a withdrawal takes it back from shops and warehouses before customers buy. Either is a Matter Reserved (Schedule A, item 17), so only the Board decides it. On 15 October 2026 the Board resolved a voluntary recall of three batches, 42,000 units, at a cost of £2,400,000. Schedule A, item 17 · Charter §9.5 · Chapter 8

Register of directors

The statutory record of who the Company's directors are. When a director joins or leaves, Companies House is told within 14 calendar days of the change (Companies Act 2006, sections 162 to 167). Form AP01 notifies an appointment and form TM01 a termination. Dr Anand Raghavan joined on 1 December 2025, so his AP01 was due by 15 December 2025. Chapter 10

Related Party

A director of the Company; a member of a director's family; a shareholder holding more than 10% of the shares; and any company, partnership or trust that any of them owns, controls or is a trustee of. Any transaction with one is a Matter Reserved at any value (Schedule A, item 6), approved only on evidence that its terms are arm's length. Holroyd Packaging Limited, owned by Margaret Holroyd's husband, is one. Definition: Related Party · Charter §5.5 · Schedule A, item 6 · Chapter 4

Remuneration Committee

The Board's committee of three non-executive directors: Edmund Ferrar in the chair, Dr Anand Raghavan and Rachel Achterberg. It decides on the Board's behalf the salary, benefits, pension and bonus of each executive director and of the Company Secretary. No director takes part in a decision on her own pay. A grant of options stays a Matter Reserved, so there the Committee only recommends (Schedule A, item 9). Charter, Schedule D · Chapter 7

Risk appetite statement

The Board's yearly statement of which risks the Company will accept and which it will not. The Board approves it at the September meeting each year, when it also reviews the risk register (Schedule A, item 13). The Audit & Risk Committee reviews the register first. Charter §9.1 · Schedule A, item 13 · Chapter 2

Risk register

The Company's list of the main things that could go wrong and who is watching each. The Chief Executive keeps it. The Audit & Risk Committee reviews it before it goes to the Board, which reviews it at least once a year (Schedule A, item 13). Charter §9.1 · Schedule C, paragraph 4 · Chapter 7

S

Section 40 (a person dealing in good faith)

Someone dealing with the Company in good faith may treat the directors' power to bind it as free of any limit in its constitution (Companies Act 2006, section 40). Good faith is presumed. It shields the outsider, such as the bank, and not the insider: a director who commits the Company outside the Board's authority answers to it (sections 171 and 178). Had the bank relied on the paper of 21 July 2026, the renewal would have bound the Company; the three who signed would have answered for it. Charter §3.1 · Chapter 2 · Chapter 6

Seven general duties

The seven duties every director owes the Company, one to a section of the Companies Act 2006. They are: to act within powers (171); to promote the success of the Company (172); to exercise independent judgement (173); to exercise reasonable care, skill and diligence (174); to avoid conflicts of interest (175); not to accept benefits from third parties (176); and to declare an interest in a proposed transaction (177). They are owed to the Company itself, not to any shareholder. The Charter adds procedure and no duty, removes none and excuses no breach. Charter §5.1 · Chapter 3

Shareholder

An owner of shares in the Company; the Companies Act 2006 calls shareholders members. They own the Company but neither run nor direct it. They choose the directors, may remove one by ordinary resolution on special notice (section 168), and must approve a few large decisions the Charter leaves out on purpose. The Company has three: the Holroyd Family Settlement (55.00%), Calderbank (35.00%) and Margaret Holroyd (10.00%). Charter §2.4 · Chapter 1

Situational conflict

A standing position, not a single deal, in which a director's other interests could pull against the Company's. A seat on another board, or a stake in a competitor, is one. The duty is to avoid it or have it authorised (Companies Act 2006, section 175); the Charter adds that the director tells the Chair at once, in writing. On 8 September 2026 Rachel Achterberg told the Chair that Calderbank was considering investing in a direct competitor; no deal with the Company was in view. Charter §8.2 · Chapter 5

Speak-Up Line

The Charter's route for any worker to report a concern in confidence to the Company Secretary or the chair of the Audit & Risk Committee. A concern means wrongdoing, a danger to health or safety, or a breach of the Charter or a policy. A report is recorded and investigated as that Committee directs, and no worker suffers for making one she reasonably believes to be true. Nadia Kowalczyk used it on 12 October 2026. Definition: Speak-Up Line · Charter §9.4 · Chapter 8

Substantial property transaction (section 190)

The Company buying a substantial non-cash asset, meaning property other than money, from a director or a person connected with her, or selling one to them. The shareholders must approve it, not only the Board (Companies Act 2006, section 190). At the time of writing (2026) substantial means more than £100,000, or more than £5,000 and 10% of net assets; check the current position. The packaging contract of 18 March 2026 was a supply contract, transferring no asset, so the rule did not apply. Chapter 4

T

Terms of reference

A committee's written rules: what it does, who sits on it, its quorum, and what, if anything, it may decide in the Board's place. Only the Board adopts or changes them (Schedule A, item 14). Schedule C is the Audit & Risk Committee's; Schedule D is the Remuneration Committee's. Charter, Schedule C · Charter, Schedule D · Schedule A, item 14 · Chapter 7

W

Wates Principles

The Wates Corporate Governance Principles for Large Private Companies (2018), six of them: purpose and leadership; board composition; director responsibilities; opportunity and risk; remuneration; stakeholders. At the time of writing (2026) only companies above certain size thresholds must report against them; check the current position. The Company, with 410 staff, is below them and applies the principles voluntarily in its governance statement (Schedule A, item 18). Charter §10.6 · Chapter 1 · Chapter 9

Written resolution

A decision of the directors taken on paper, without a meeting. Under the Company's Articles it is a decision only when every director entitled to vote on the matter has signed it (Model Article 8). The Company Secretary alone circulates it, and the date of the last signature is the date of the decision. The paper of 21 July 2026, signed by three of five, decided nothing and was not certified. Definition: Board · Charter §4.6 · Chapter 6