{"url_path":"/sec/wse/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G Corporate Governance","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2099039/0001193125-26-282911-index.html","accession_number":"0001193125-26-282911","cik":"0002099039","ticker":"WSE","issuer_name":"Wise Group plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2099039/0001193125-26-282911-index.html","primary_entity_key":"0002099039","primary_entity_name":"Wise Group plc"},"word_count":448,"has_tables":true,"body_markdown":"Item 16G. Corporate Governance\n\nFor the purposes of the FCA’s Disclosure Guidance and Transparency Rule 7.2.2, the Company is not subject to any mandatory corporate governance code by virtue of its incorporation and listing structure. No corporate governance code applies to the Company as a matter of compulsion under applicable law or regulation, and the Company has not decided to apply any published corporate governance code voluntarily, including the UK Corporate Governance Code.\n\n \n\n124\n\n##### Table of Contents\n\nThe Company’s decision not to adopt a published code reflects its particular circumstances. The Company is incorporated in Jersey and admitted to trading on Nasdaq. As a foreign private issuer, the Company follows home-country practice in a number of areas in lieu of certain Nasdaq corporate governance requirements. In these circumstances, our board of directors considers that adoption of the UK Corporate Governance Code or any other published code would not accurately represent an appropriate governance framework for the Company and would risk creating misleading impressions of the standards against which the Company’s practices should be assessed. Instead, the Company’s corporate governance arrangements are described in full in this Annual Report, and our board of directors considers that those arrangements, taken as a whole, are appropriate for a company of the Company’s size, structure, and stage of development.\n\nThe Company’s corporate governance practices, which are described in this Annual Report and go beyond the requirements of Jersey national law, include the following:\n\n \n\n \n1.\n\nThe Company’s governance framework is based on its Jersey law constitution and articles of association, together with the board and committee structure described in this Annual Report.\n\n \n\n \n2.\n\nIn reliance on home-country practice as a foreign private issuer, the Company follows home-country practice in relation to shareholder meeting quorum requirements, shareholder approval requirements for certain equity issuances, and the independence requirements applicable to the nomination committee and the selection of director nominees. The Company may in future elect to follow home-country practice in additional areas.\n\n \n\n \n3.\n\nNotwithstanding its foreign private issuer status, the Company complies with the following Nasdaq corporate governance requirements that generally apply to US domestic issuers:\n\n \n\n \na)\n\na board comprised of a majority of independent directors;\n\n \n\n \nb)\n\nan audit committee consisting of at least three independent directors and meeting the requirements of Rule 10A-3 under the Exchange Act;\n\n \n\n \nc)\n\na compensation committee comprising at least two independent directors;\n\n \n\n \nd)\n\na code of conduct applicable to directors, officers, and employees; and\n\n \n\n \ne)\n\nreview and oversight of related party transactions by the audit committee or another independent body of the board.\n\nFurther details of the Company’s corporate governance practices, including the composition and operation of the board and its committees, are set out in this Annual Report."}