corporate governance

Flow Recovery, part of Rhia Health Limited, believes that a strong corporate governance framework and culture translate into a company that consistently delivers for its stakeholders.

"Flow believes that a successful corporate governance framework and culture translate to a strong company that delivers for its shareholders."
—James Morrison Steward, Co-Founder & CEO

At Flow Recovery, our mission is to optimize human performance through science-based recovery solutions. We help athletes and active individuals enhance their recovery, reduce injury risk, and improve performance with our innovative hardware, software, wellness products, and apparel. Every product is rooted in cutting-edge technology and backed by research to ensure maximum results. With a focus on sustainability and long-term health, Flow Recovery is pushing the boundaries of recovery and performance.

We understand that how we conduct business is crucial to earning and maintaining the trust of all our stakeholders, including customers, suppliers, employees, shareholders, and the community. The directors and management of Flow Recovery are committed to operating in an ethical, fair, and transparent manner, adhering to strong corporate governance standards.

Company’s Objectives:

1. Establish a strategy and business model that promotes long-term value for shareholders.
2. Consider the interests of larger stakeholders and implement societal responsibilities for long-term success.
3. Integrate effective risk management across the organization, considering both opportunities and risks.
4. Promote a corporate culture grounded in ethical values and behaviors, maintaining suitable governance structures and processes to assist the Board in making sound company decisions.

---

Corporate Governance Framework Priorities:

1. Clear Communication: We prioritize clear, transparent, and frequent communication between all directors and shareholders when necessary and reasonable.
2. Experienced Board: Our Board of Directors comprises a wide range of talents and experience, supported by a well-functioning Board structure.
3. Risk Management: We have strong processes and procedures in place to manage and prevent potential risks within the business.
4. Ethics and Values: Our values, ethics, behaviors, and supporting policies influence the way we act and meet strategic objectives.

---

Our Board

2.1 The Role and Responsibilities of the Board and Management

"Flow understands that the well-being of our company heavily relies on our directors as they act as fiduciary officers to enhance the success and growth of our business."
—James Morrison Steward, Co-Founder & CEO

The Board is responsible for ensuring that long-term shareholder value is protected and enhanced, while considering the interests of other stakeholders such as employees, customers, suppliers, and the general public. The Board is responsible to the shareholders for the company's performance and its overall corporate governance.

Key responsibilities include:

• Promoting the company’s culture and reputation through ethical behavior and integrity.
• Approving strategic objectives and overseeing management’s implementation.
• Monitoring operational and financial performance, risk management, and controls.
• Overseeing shareholder reporting and engagement.

---

2.2 Board Composition

The Board comprises directors with a diverse range of skills and experience, currently including four directors: three non-executive directors and one executive director.

Non-Executive Directors:

• Katarina Mary Johnson-Thompson (KMJT), appointed 29.09.21
• Darryn John Flood (DJF), appointed 29.09.21
• Aaron Hugh Ellis (AHE), appointed 05.06.23
• Charly Michelle Stenson (CMS), appointed 05.06.23

Executive Director:

• James Morrison Steward (JMS), appointed 17.03.21

2.3 The Board’s Skills

The Board maintains a balance of skills and expertise necessary to drive the company’s strategy, growth, and innovation:

• CEO Experience: James Morrison Steward brings successful leadership, engineering expertise, and innovation in designing and manufacturing Flow Recovery products.
• Sports Industry Expertise: Katarina Mary Johnson-Thompson provides invaluable insights from her athletic career and personal branding, offering a consumer-focused perspective.
• Strategy & Business Development: Aaron Ellis contributes expertise in strategic planning and business growth, focusing on market expansion.
• Financial & Accounting Expertise: Charly Stenson oversees financial operations, ensuring solid fiscal management and reporting.
• Strategy & Growth: Darryn Flood offers leadership in strategy implementation, brand development, and research, driving business growth.

---

3. Board Meetings

The Board convenes regularly, with annual meetings focused on in-depth evaluation of the company's strategy. Directors receive comprehensive materials covering all key agenda items. In between scheduled meetings, directors receive updates on significant issues and changes affecting Flow Recovery.

---

4. The Companies Act 2006

Flow Recovery adheres to the Companies Act 2006 in the UK, ensuring that all directors act in good faith to promote the company’s success. Directors exercise independent judgment, avoid conflicts of interest, and ensure that shareholder interests are prioritized.

---

5. Shareholders

Flow Recovery is committed to maintaining open, timely, and transparent communication with shareholders, ensuring essential information is shared effectively and shareholder views are understood and respected.