Governance
QCA Corporate Governance Code Compliance Statement
Sterling Digital Plc (Sterling Digital) has decided to adopt the Quoted Companies Alliance Corporate Governance (QCA Code). This statement follows the structure of these guidelines and explains how we have applied the guidance. The Board considers that Sterling Digital complies with the QCA Code so far as it is practicable.
Sterling Digital successfully admitted its entire issued share capital on the Access Segment of the Aquis Stock Exchange Growth Market on 28 November 2025. Sterling Digital has a clear strategy, to initiate Bitcoin mining operations at low-cost stranded gas sites in the US, further details of which are set out in the Admission Document, which can be found on the Company's website www.sterlingdigital.com.
Sterling Digital places a great deal of importance on communication and is committed to establishing constructive relationships with investors and potential investors in order to assist in developing an understanding of the views of shareholders. Sterling Digital aims to keep shareholders updated with financial performance and strategy information. This is accomplished through regular RNS updates and information on this website.
Sterling Digital is committed to maintaining a healthy dialogue with all of its shareholders to enable shareholders to come to informed decisions. This is achieved through formal meetings such as the AGM, which typically provides an opportunity to meet, listen and present to shareholders and shareholders are encouraged to attend. Sterling Digital is open to receiving feedback from key stakeholders and will take action where appropriate. The key contact for shareholder liaison is Stefan Michaelides, the CEO, who meets with shareholders as and when requested.
Sterling Digital understands that the long-term success of the business is dependent on the unwavering support of our shareholders, employees, contractors and the clients whom we serve. We believe stakeholder input is vital to the success of our business and we strive to ensure that the voice of each stakeholder group is heard.
We gather feedback from our stakeholders and we place a significant emphasis on considering the needs and priorities of each stakeholder group as part of all decision-making. By consistently engaging with our stakeholders, we can ensure that we are aligned with their interests and we can make informed decisions.
Sterling Digital believes that strong systems and controls are essential for effectively managing and addressing both challenges and opportunities. With a small team, Sterling Digital has implemented systems and controls that are appropriately scaled to match the size and scope of the business. These measures are designed to provide a solid foundation for managing risks effectively while maintaining the flexibility needed to capitalise on opportunities for future growth.
Sterling Digital has three directors who make up the Board. Stefan Michaelides, Guy Winterflood and Patrick Claridge. Each director has the appropriate experience and skills to fulfil their role. Decision making at Sterling Digital is not controlled by one person. Guy Winterflood is the Chair of the board. Regular board meetings are held throughout the year.
Each director has the appropriate experience and skills to fulfil their role and where required independent specialist external advice is sought. Their biographical details are set out below:
Guy has had a 30-year career with extensive experience in financial markets, management, operations, strategy, marketing and technology in sectors as diverse as share trading, agri-tech and executive jets. A significant part of his career was spent at Monument Securities (which was acquired by Insinger de Beaufort) where he was a founding member and director in charge of leveraged trading. Guy has held a number of senior positions including Chairman of Hempflax International Ltd, one of Europe's largest growers of hemp for industrial use. Additionally he was Group CEO of Dronkers Group B.V, Board adviser to Qwerty Mining (UK) Ltd and non-executive director of Flyvictor.
Stefan is a commercially minded and strategically focused professional with a strong track record in high growth, regulated industries across technology, energy and digital assets. Stefan has founded and grown a number of technology start-ups, including Loan Star Data Centers, a Bitcoin mining infrastructure company based in Texas, USA and Terra Solis Exchange UAB in 2022, a fully licensed and regulated virtual asset provider based in Lithuania. In addition, he co-founded Terra Solis Limited, a management company that oversees strategic, financial and compliance functions for large-scale crypto mining operations. Stefan is skilled in bridging operational, technical and financial disciplines to drive operational efficiency and growth with particular focus on monetising the digital asset ecosystem.
Patrick has over 45 years' experience in finance and investment and has worked both in the UK and internationally.
In 2018, Patrick founded Stanford Capital Partners, a specialist investment advisory and broking firm where he has assisted public and private clients with a focus on sectors including Digital Assets, Technology and Life Sciences. Prior to this, Patrick was Chief Executive Officer at Northland Capital Partners, an investment banking boutique, and Merchant Securities. He grew Merchant Securities' corporate advisory and broking services and its wealth management operations to £800 million of client assets, subsequently leading its sale to Sanlam, the South African bank.
In his earlier career, he was Chief Executive Officer of TIR Securities Limited, a global Institutional broker which was acquired by E*TRADE 1999 where he spent a further 4 years as Chief Executive Officer.
The Directors consider that the Company and Board are not yet of sufficient size for a full Board evaluation to make commercial and practical sense. Therefore, the Board accepts that the Company does not comply with this aspect of the QCA Code, although in frequent Board meetings and calls, the Directors can discuss any areas where they feel a change would be beneficial for the Company and the Company Secretary remains on hand to provide impartial advice.
The Board is committed to fostering a forward-thinking culture throughout Sterling Digital. Open and respectful communication with all is central to everything. Upholding strong ethical standards and behaviours is viewed as essential for achieving the Company's corporate goals. The Board prioritises this ethos and ensures it is reflected in all aspects of the Company's activities.
The Directors believe that Sterling Digital currently maintains an open culture that promotes thorough dialogue, encourages feedback and allows for constructive and positive challenges. Additionally, the Company has implemented a Share Dealing Code for Directors and relevant employees.
The Board is committed to, and is ultimately responsible for, high standards of corporate governance. The Board reviews the Company's corporate governance arrangements regularly and expect to evolve these over time, in line with the Company's growth. The Board delegates responsibilities to its Committees and individual members as it sees fit.
The Board is committed to maintaining effective communication and having constructive dialogue with its shareholders and other relevant stakeholders.
Sterling Digital intends to have ongoing relationships with both its private and institutional shareholders (through meetings and presentations) and for them to have the opportunity to discuss issues and provide feedback at meetings with the Company.
All shareholders are encouraged to attend the Company's Annual General Meeting.