Board independence
Our policy commitment is that, no later than the first qualifying external capital event, the board will include at least one director independent of the founder, the executive team, and any single shareholder representing more than 10% of the issued share capital. Independence is assessed against the criteria set out in Annex A of the UK Corporate Governance Code, adapted for an Irish private company.
Committees
The board operates with two standing committees once it reaches sufficient size; until then, their functions are discharged by the full board with documented decisions.
- Audit Committee — chaired by an independent NED (or the Financial Oversight Director on an interim basis). Reviews the annual financial statements, the auditor’s report, the risk register, and the related-party transactions schedule.
- Remuneration Committee — chaired by an independent NED. Sets executive compensation including base, cash bonus, and equity awards. Approves any director compensation in excess of standard NED fees.
Conflict of interest
Every director maintains a register of personal interests covering: directorships of other companies, equity holdings above 2% in any third party, and family relationships with counterparties or potential counterparties. The register is reviewed at each board meeting. A director with a material interest in a board matter recuses themselves from the relevant discussion and vote; the recusal is recorded in the board minutes.
Related-party transactions
Any transaction between a group entity and a related party — including the founder, directors, executives, or entities they control — requires prior written approval from the board excluding the related party. Each related-party transaction is disclosed in the annual financial statements with counterparty, value, and a description of the arm’s-length test applied.
Whistleblower channel
Confidential concerns about financial irregularities, safety, regulatory non-compliance, or ethical violations may be raised through whistleblower@deepsnow.tech. Reports are received by the Independent Non-Executive Director (or the Financial Oversight Director ad interim). Retaliation against any individual raising a good-faith concern is grounds for termination and, where applicable, civil and criminal liability under the EU Whistleblower Directive (2019/1937) as transposed in Ireland.
ESG posture
DeepSnow is not subject to mandatory CSRD reporting at present — we do not meet the threshold. We voluntarily track three metrics: (i) lifecycle environmental impact of the SL6733 polymer system from manufacture through resort water release, including biodegradability data; (ii) energy savings achievable at customer resorts (the principal scope-3 case for our product); (iii) diversity at hire, both inside the company and across our scientific advisory network. Metrics will be published annually alongside the financial statements once the audit cycle begins.