Corporate governance

Gear4music is the largest UK based online retailer of musical instruments and music equipment, selling own-brand musical instruments and music equipment alongside premium third-party brands such as Yamaha, Fender, and Roland, to customers ranging from beginners to musical enthusiasts and professionals, in the UK, Europe and the Rest of the World.

Our ambition is to become a leading global retailer of musical instruments and equipment. We will achieve this by making quality music gear more accessible and affordable for all musicians, through our Profitable Growth strategy built around four pillars of growth:

Continuous development of our platform through targeted AI initiatives

• Develop Purchasing and Promotional tools
• Embed AI across the business
• Diversify through development tools and third-party applications
• Expand Second-hand and Digital download functionality

Enhancing our Product Offering

• Develop second-hand product sales
• Enhance Own-brand product development
• Explore targeted Brand acquisitions
• Expand strategic brand partnerships

Diversifying our Channels to Market

• Develop European marketplace integrations
• Unlock growth through enhanced CRM
• Diversify marketing channels to reduce PPC dependence
• Scale influencers, affiliate, and social channels

Expanding our capabilities to enhance customer experience

• Develop Operational automation
• Enhance website experience
• Diversify sales verticals
• Expand Distribution capacity

The Group’s strategy and progress is explained in detail in our Strategic Report in our Annual Report and Accounts available here: http://www.gear4musicplc.com/investors/results-reports-and-presentations/.

Our strategy is formally reviewed at least annually and the supporting tactical plans considered at every Board meeting.

The Group seeks to maintain a regular dialogue with both existing and potential investors to ensure that its strategy, business model, and performance are clearly understood. Understanding what investors and analysts think and helping these audiences understand our business, is an important part of taking our business forward. 

The Executive Chair, Chief Executive Officer and Chief Financial Officer regularly 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 NOMAD and public relations advisor provide written feedback after these presentations and meetings, and this feedback is shared with the wider Board.

The Group invites all shareholders to attend its Annual General Meeting where they can meet and question the Directors and express ideas or concerns. The Notice of the Meeting is sent to shareholders at least 21 days before the meeting and the chairs of the Board and all committees together with all other Directors, routinely attend the AGM and are available to answer questions raised by shareholders.

Where voting decisions are not in line with the Group’s expectations the Board will engage with those shareholders to understand and address any issues.

The Board receives copies of all articles relating to the Group that are published in the financial press, via its public relations advisors.

The Annual Report & Accounts is published on the Company’s investor website.

The Group is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups, both internal (employees and shareholders) and external (customers, suppliers, and advisors).

The Board strives to balance the needs of all these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success of the Group and deliver long-term shareholder value.

Internal – Our People

We are a business for musicians run by musicians and are proud of our passionate staff with in-depth knowledge of their specialist area of focus.

We know that the foundations of a successful business are built on the hard-work of a team of talented and motivated individuals. 

We strongly believe in growing our talent by recruiting only the best people, identifying individual strengths, and providing development opportunities with the scope for career progression as a result.

We conduct annual appraisals with reference to specific, measurable, pre-agreed goals and the Group’s values and behaviours that are consistent across all its team.

Our flat management structure and close day to day interactions across the business aids open communication and fosters good relations with and between employees. The Board’s assessment is that the Group’s culture is positive, engaged, and energetic, which is reflected in its achievement of its strategic goals. We know there is more we can do and we retain employee engagement as an on-going priority.

Intranet

We continually strive to improve communication across our teams. Our intranet allows us to share information quickly and easily about recent company news including policy updates, new starter welcomes, internal promotions, and changes. Every department has its own dedicated page for resources, helping support cross-departmental working. An organisational chart and structure with photos helps our colleagues to better understand ‘who is who’ as the business grows.

Recruitment and Retention

We strongly believe in growing our talent by recruiting only the best people, identifying individual strengths, and providing development opportunities with the scope for career progression as a result.

We continue to create job opportunities in our communities, and in FY25 our average headcount was 451 across six locations, and our retention levels are good.

Our diverse workforce is a great part of life at Gear4music: different cultures, knowledge and skills makes it a fantastic place to work, and many of our employees are musicians in their spare time.

We need to attract talent into our business to support our growth plans and offer competitive salaries and a range of benefits to help attract and retain great people (https://www.gear4music.com/careers), and our retention levels are good.

We offer generous staff discounts on musical products and equipment and estimate the majority of our team have made a relevant purchase.

As at 31 March 2025, 18 employees are participating in Group share option plans in recognition of their contribution to the continuing success of the business.

Mental Health

Gear4music has signed the Charter for Employers Positive about Mental Health. This means we are committed to creating a supportive and open culture where colleagues feel able to talk about mental health confidently and aspire to appropriately support the mental wellbeing of all staff – we are proud to be classified as a ‘Mindful Employer.’

We have 30 certified Mental Health First Aiders across our business. This provides Managers across all our sites with tools, resources, and knowledge to support their people better. 

Our Employee Assistance Programme remains a highly utilised support tool, providing all employees with access to online resources, 24/7 helpline and counselling services. We continue to support our employee’s wellbeing with our Mental Health and Wellbeing Policy in place.

Equality, Diversity & Inclusion

We remain committed to fostering an inclusive, diverse, and equitable workplace. We published our Company Equality, Diversity & Inclusion Policy, incorporating a dedicated video as part of new starter inductions and regular refresher sessions. Our efforts focus on promoting inclusivity, celebrating diversity, ensuring equality, and encouraging acceptance—creating a workplace where everyone feels welcome, respected, and valued.

Learning and Development

Our Learning & Development hub is designed to support opportunities for everyone across our business. E-learning courses are bitesize so can be fit in around workloads and people can pick and choose courses which may be most beneficial to them. Content available includes people skills, compliance, health & safety, management development and I.T. skills as examples. By making these courses available to everyone this will support a culture of continuous learning, development, and support.

Gear4music Community

The Gear4music Community Group continues to play a pivotal role in fostering a positive and inclusive workplace culture. The team drives initiatives that support fundraising, promote wellbeing, and strengthen social connections across the organisation. These efforts align closely with our broader ESG commitments.

Please see our Annual Report and Accounts for key activities and initiatives.

External

Please see our dedicated ESG section on this website.

Environment

We recognise our responsibility to reduce our environmental impact, and can achieve this through technology, continuous improvements in operational efficiency, and doing things in new ways. 

The future success of our business will be subject to our ability to effectively manage climate related risks, as it would with all other risks that we face. We welcomed the mandatory climate related financial disclosures (CFD) which align with the Task Force on Climate related Financial Disclosures (‘TCFD’) framework and the importance of adopting its recommendations.

Risk management, sustainability and responding to climate change are important components of our business. In our Annual Report and Accounts, we publish a Climate report including Climate Related Risks and Opportunities. We will expand our disclosures across the recommended areas as our strategy develops. We recognise the increasing threat that climate change poses, and the impact that the production and selling of products has on the environment. We recognise the importance of managing our impact through our value chain and of building decarbonisation into our decision making.

Governance

We have embedded the oversight and management of climate-related risks and opportunities throughout our governance framework.

Climate risk is a key component of our ESG strategy, for which the Plc Board has overall accountability. Execution of this strategy is delegated to the Operational Board.

The impact of climate change risk on our business and our impact on the world around is reviewed by the ESG Committee. Our ESG Committee met nine times in the financial year, making proposals and reporting on progress to our Operational Board. The ESG Committee is chaired by our Operations Director, and to ensure that ESG is integrated across our business, the Committee comprises managers from all areas of the business who can credibly input into decision-making and implement agreed outcomes. 

Climate related Risks & Opportunities are reported in our Annual Report and Accounts and reviewed every two years to establish if they are still material and identify any new issues.

The Audit Committee is responsible for providing oversight and governance of the Group’s internal controls and risk management, which includes ESG.

Strategy

Climate-related risks and opportunities:

We have considered the transitional and physical risks and opportunities presented by rising temperatures, climate-related policy, and emerging technologies. We have developed and formalised our assessment over different time horizons identifying evolving risks and opportunities and detail this in our Annual Report and Accounts.

The risks identified are more likely to present themselves in the medium or long term. Having assessed the risks, we believe that there is no material financial risk or threat to our business model in the short term. This risk assessment is under regular review.

Market and policy developments are kept under review.

Risk Management

The process for identification and assessment of climate-related risks follows the Group’s risk management methodology. By considering climate-related risks through the same framework as other business risks, we can identify, assess, and manage climate-related risks in a way that is aligned to all other risks. The governance structure provides additional oversight through the ESG committee.

Metrics and targets

We are committed to minimising our environmental impact by reducing the carbon intensity of our activities and the natural resources we use.

To measure and report against this goal we estimate our emissions in line with the GHG Protocol Corporate Accounting and Reporting Standard and are based on a combination of internal data coupled with the best available public sources on CO2 emissions factors using conservative assumptions.

We report and comment on emissions levels in our Annual Report and Accounts.

Charitable partnerships

Jessie’s Fund

Jessie’s Fund enables thousands of children with life limiting illnesses or serious disabilities to be heard through the language of music. By providing opportunities for them to access music therapy and to participate in musical activities, children who have few ways communicating are given a voice.

Jessie's Fund was founded in memory of a bright and musical little girl who died at the age of nine. Based in her home city of York, the award-winning charity benefits children in hospices, special schools, and hospitals all over the UK. 

Gear4music is delighted to be in a supportive partnership with Jessi’s Fund: as two York-based organisations, both with music at their core, and both with a wide geographical reach, we have much in common. With our help Jessie’s Fund will be able to reach many more children for whom music can feel like a lifeline.

 
Music for All

We continue to support our friends @ Music for all – a charity that has a primary focus of making more musicians by supporting musical education as well as helping individuals and community projects within the UK. 

The Board is responsible for the Group’s system of internal controls and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Group highlights potential financial and non-financial risks which may impact on the business as part of the monthly management reporting procedures. The Board receives these monthly management reports and monitors the position at Board meetings.

An Operational Board comprising the three Executive Directors and eight departmental heads and managers, meets regularly to analyse and discuss operational and commercial matters, and identifies any material matters to escalate to the Plc Board. The Operational Board formally met ten times in the financial year.

The Board confirms that there are ongoing processes for identifying, evaluating, and mitigating the significant risks faced by the Group.

The Group’s internal financial control and monitoring procedures include:

• clear responsibility on the part of line and financial management for the maintenance of good financial controls and the production of accurate and timely financial management information;
• the control of key financial risks through appropriate authorisation levels and segregation of accounting duties;
• a comprehensive budgeting process completed once a year that is reviewed and approved by the Plc Board;
• detailed monthly reporting of trading results including detailed profit and loss accounts, balance sheets, and cash flows, with supporting variance analysis;
• reporting on any non-compliance with internal financial controls and procedures; and
• review of reports issued by the external auditor.

The Audit Committee on behalf of the Board reviews reports from the external auditor together with management’s response regarding proposed actions. In this manner they have reviewed the effectiveness of the system of internal controls for the period covered by the accounts.

Code of Conduct

Our ‘Employee Handbook’ includes guidance on all risk matters facing our employees, including business integrity, anti-bribery, gifts, intellectual property, and design rights.

Contingency planning

A disaster recovery plan is in place and reviewed annually. The Group maintains appropriate insurance cover to protect against material loss or claims against the Group. The insured values and type of cover are comprehensively reviewed on an annual basis in conjunction with the Group’s insurance broker.

The Board of Directors controls the Group. The Board is headed by the Executive Chair, comprises six Directors, of which three are Executive and three are Non-Executive, meeting the QCA code’s guidance that a board should have at least two independent Non-Executive Directors. It is recognised that the Executive Chair, being a major shareholder, risks individual dominance of the Board but the Board’s view is that the Senior Independent Director and two further independent NEDs and committees mitigate this risk.

The Board is satisfied that the six directors collectively provide a broad range of relevant skills and experiences, and that the composition strikes a good balance between independence and knowledge of the business, to enable it to effectively discharge its duties and responsibilities.

The division of responsibilities between the Chair and the Chief Executive Officer is clearly delineated to ensure effective governance and leadership. The Chair plays an active role in the business, providing strategic oversight and guidance, and working closely with the Chief Executive Officer and the Executive team to support the delivery of the Group’s objectives. In addition to leading the Board and setting its agenda, the Chair contributes to the formulation and monitoring of the Group’s strategy and performance, ensuring alignment between the Board and executive management. The Chief Executive Officer retains primary responsibility for the day-to-day operational management of the Group, while the Executive team holds collective responsibility for the execution of strategic initiatives and is accountable to the Board for delivering the Group’s financial and operational goals.

There are certain matters that are reserved for the Board’s consideration and these include, but are not limited to matters of strategy, key commercial developments, risk management, the consideration and approval of budgets, significant capital expenditure and recruitment, acquisitions and disposals, and the approval of financial statements.

Conflicts of Interest

The Non-Executive Directors have no personal financial interest in the Group except for fees in relation to their holding of office and their shareholdings as disclosed, with no potential conflict of interests and no day-to-day involvement of the Group.

The Group has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and agreed with the rest of the Board.

The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including in the areas of e-commerce, retail, procurement, software development, marketing, and finance.

An up-to-date outline of the relevant skills and experience that each Director brings to the Board is detailed within the Director Biographies in the Annual Report and Accounts. Each Director keeps their skillset up to date by attending external training, interactions with experts in their field, and reading relevant publications.

The performance of the Board is evaluated informally on an ongoing basis with reference to all aspects of its operation including, but not limited to the appropriateness of its skill level, the way its meetings are conducted and administered (including the content of those meetings), the effectiveness of the various Committees, whether Corporate Governance issues are handled in a satisfactory manner, and whether there is a clear strategy and objectives.

Each director is appraised through an appraisal process. The Chief Executive Officer is appraised by the Chair, the Executive Chair by the Senior Independent Director, Executive Board member(s) by the Chief Executive Officer, and the Non-Executive Board members by the Chair. Each director has access to the services of the Company Secretary if required.

All Directors retire by rotation at regular intervals in accordance with the Company’s Articles of Association, with one-third (or whole number less than one-third) retiring at each Annual General Meeting. In addition, new Directors are subject to re-election at the Annual General Meeting following their appointment.

A Nomination Committee is formed ahead of any new Board appointments, to ensure that the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board.

The Board and its committees seek external expertise and advice where required.

Independent advice

All Directors can take independent professional advice in the furtherance of the duties, if necessary, at the Group’s expense.

The Board considers evaluation of its performance and that of 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.

The performance of the Board is evaluated on an ongoing basis with reference to achievement of its strategic goals, and the way in which it operates including, but not limited to, the appropriateness of its skill level, the way its meetings are conducted and administered (including the content of those meetings), the effectiveness of the various Committees, whether Corporate Governance issues are handled in a satisfactory manner, and whether there is a clear strategy and objectives.

Training is available should a Director request it, or if the Chair or CEO consider it necessary.

All Directors stand for re-election on a biennial basis.

The Group aims to conduct its business in an ethical, professional, and responsible manner, treating our employees, customers, and suppliers with courtesy and respect at all times.

The Board promotes a corporate culture that is based on sound ethical values and behaviour and aims to lead by example to ensure that these values are apparent and understood in every part of the business. We support these values in the annual appraisal process with performance measured relative the values and behaviours we expect of our team, as well as with reference to pre-agreed goals.

Our size and flat management structure helps the Board immerse itself in the Group’s culture, which it considers to be positive, engaged, and energetic at present. An open culture is encouraged within the Group.

The Board sets the Group’s strategy and ensures that resources are in place for the Group to meet its objectives. The Board takes responsibility for the performance of the Group and delegates operational management to the Executive Directors, Operational Board, and other senior management. As outlined in Section 5 above, there are specific matters reserved for the attention of the Board.

The Board seeks to achieve good and effective governance through structures and processes that are flexible enough to promote strong, timely decision making. This is achieved by the Directors being sufficiently well informed and appropriately equipped through their skills, experiences, and personality to make good business decisions.

Our Corporate Governance report in our Annual Report and Accounts details the Group’s governance structures and why the Board considers it appropriate and suitable for the Group.

Board operation

The Board met ten times last financial year in accordance with a scheduled meeting calendar. These meetings are supplemented by additional meetings as and when required.

The Board receives appropriate and timely information prior to each meeting including a formal agenda, minutes of the previous meeting, and an Executive’s report outlining the key commercial, operational, and financial matters for consideration. The Chief Executive Officer reports to the Board on issues, progress, and recommendations for change.

Decisions are taken democratically after discussion and any concerns remaining unresolved are noted in the minutes of the meeting, which are circulated to all Directors. Actions agreed in the meetings are recorded and followed up.

The Board is supported by Audit and Remuneration committees. Each committee has access to such resources, information, and advice as it deems necessary, at the cost of the Group, to enable the committee to discharge its duties.

Audit Committee

The Audit Committee has formally delegated duties and responsibilities and has written terms of reference. The main responsibilities are outlined in our Annual Report and Accounts and include:

• to monitor and be satisfied with the truth and fairness of the Group’s financial statements before submission to the Board for approval, ensuring their compliance with the appropriate accounting standards, the law, and the AIM Rules;
• to monitor and review the effectiveness of the Group’s system of internal control;
• to make recommendations to the Board in relation to the appointment of the external auditor and their remuneration, following appointment by the shareholders in general meeting, and to review and be satisfied with the auditor’s independence, objectivity, and effectiveness on an ongoing basis; and
• to implement the policy relating to any non-audit services performed by the external auditor.

Neil Catto is the Chair and Sharon Daly is the other member. Both are independent Non-Executive Directors and have wide experience in regulatory and risk issues.

Meetings of the Committee are held at least twice per year and the auditor is invited to these meetings. The Committee receives reports on the effectiveness of the system of internal controls and a report from the external auditors documenting matters arising during the audit.

Remuneration Committee

Harriet Williams is the Chair, and Neil Catto and Sharon Daly the other members. The Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to remuneration, terms of service, granting of share options and other equity incentives. The Committee meets at least twice a year.

A Nomination Committee is formed ahead of any new Board appointments, to ensure that the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board.

Shareholder engagement

The Group seeks to maintain a regular dialogue with both existing and potential investors to ensure that its strategy, business model, and performance are clearly understood. Understanding what investors and analysts think and helping these audiences understand our business, is an important part of taking our business forward. 

The Executive Chair, Chief Executive Officer and Chief Financial Officer regularly 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 NOMAD and public relations advisor provide written feedback after these presentations and meetings, and this feedback is shared with the Board.

The Group invites all shareholders to attend its Annual General Meeting where they can meet and question the Directors and express ideas or concerns. The Notice of the Meeting is sent to shareholders at least 21 days before the meeting and the chairs of the Board and all committees together with all other Directors, routinely attend the AGM and are available to answer questions raised by shareholders.

Where voting decisions are not in line with the Group’s expectations the Board will engage with those shareholders to understand and address any issues.

The Board receives copies of all articles relating to the Group that are published in the financial press, via its public relations advisors.

The Annual Report & Accounts is published on the Company’s investor website.

Employee engagement

We know that the foundations of a successful business are built on the hard-work of a team of talented and motivated individuals. We strongly believe in growing our talent by recruiting only the best people, identifying individual strengths, and providing development opportunities with the scope for career progression as a result.

The wellbeing of our colleagues is of paramount importance, and we continue to invest in our facilities to make our office a great place to work and collaborate. See page 30 for the wide range of initiatives we have implemented to support our people.

Our intranet allows us to share information quickly and easily about company news including policy updates, new starter welcomes, and internal promotions and changes. Every department has its own dedicated page for resources, helping support cross-departmental working. An organisational chart and structure help our colleagues better understand ‘who is who’ as the business grows.

Customer engagement

Effective communication with our customers is central to understanding their needs and wants and developing our customer proposition. We monitor and respond to Trustpilot reviews and look to learn from things that did not meet the customer’s expectation.

We invest significant resource in generating high quality engaging content, in terms of product descriptions, and studio quality photographic and video assets.

Improving customer experience is one of the key objectives when designing and implementing software development projects.

Supplier engagement

We work closely with our suppliers in a transparent way, operating on shared values and high standards, enabling our suppliers to participate in our success as we grow.

We pay our suppliers to agreed terms to given them the certainty they require.