Corporate Governance

The Board

The Directors acknowledge the importance of the principles set out in the QCA Code. Further details on how the Company intends to comply with the QCA Code are set out below.

Immediately following Admission, the Board will comprise 7 directors, 3 of whom shall be executive directors and 4 of whom shall be non-executive directors, reflecting a blend of different experience and backgrounds.

The Board intends to meet regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all directors will receive appropriate and timely information. Briefing papers will be distributed to all directors in advance of Board meetings. All directors will have access to the advice and services of the Chief Finance Officer, who will be responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with. In addition, the Board will be supported by Emma Thomas, the Company Secretary and in-house counsel and procedures will be in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.

Board Committees

 The Company will, upon Admission, have established Audit, Nomination and Remuneration Committees.

The Audit Committee will have Alexandra Jarvis as chairperson and will have primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Group is properly measured and reported on and reviewing reports from the Group’s auditors relating to the Group’s accounting and internal controls, in all cases having due regard to the interests of Shareholders.

The Audit Committee will meet at least twice a year. David Wilson, Richard Flint and Carol Kane will be the other members of the Audit Committee.

The Nomination Committee will have Carol Kane as chairperson and will identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee will meet as required. Richard Flint, David Wilson and Alexandra Jarvis will be the other members of the Nomination Committee.

The Remuneration Committee will have Richard Flint as chairperson and will review the performance of the executive directors and determine their terms and conditions of service, including their remuneration and the grant of options, having due regard to the interests of Shareholders. The Remuneration Committee will meet at least once a year. David Wilson, Carol Kane and Alexandra Jarvis will be the other members of the Remuneration Committee.

Share Dealing Code

The Directors understand the importance of complying with the AIM Rules for Companies relating to dealings by directors and certain other employees of the Group in the Shares and have established a share dealing code. The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees. The Directors believe that the share dealing code adopted by the Board is appropriate for a company quoted on AIM. The Board will comply with Rule 21 of the AIM Rules for Companies relating to the Company maintaining an appropriate share dealing code, which incorporates the requirements of MAR and will take reasonable steps to ensure compliance by the Group’s applicable employees.

Principles and Approach

As a company that will be admitted to trading on AIM, the Company is not required to adopt a specific corporate governance code. However, it is required to provide details of the corporate governance code it has decided to adopt, state how it complies with that code and provide an explanation where it departs from compliance with that code.

The Directors support a high standard of corporate governance and have decided to comply with the QCA Code. The Directors believe that the QCA Code provides the Company with the framework to help ensure that a strong level of governance is maintained, enabling the Company to embed the governance culture that exists within the organisation as part of building a successful and sustainable business for all of its stakeholders. The Company will comply with the QCA Code with effect from Admission, as detailed below.

Principle 1: Establish a business strategy and business model which promote long-term value for shareholders

The Group’s business model and strategy is set out in Part I of the Admission Document. The Directors believe that the Group’s model and growth strategy, which includes the potential expansion into additional overseas jurisdictions (including the United States), strategic acquisitions, signing of larger clients on long term campaigns, growing its indirect headcount to enable it to deliver more content and grow this revenue stream further and monetise other publication platforms helps to promote long-term value for Shareholders.

The principal risks facing the Group are set out in Part III of the Admission Document. The Directors will take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission.

Principle 2: Seek to understand and meet shareholder needs and expectations

Prior to Admission, the Company’s executive management undertook a roadshow which has informed the Company as to its shareholders’ expectations following Admission.

In due course following Admission the Company’s annual report and notice of AGM will be sent to all Shareholders and will be available for download from the Company’s website.

There will be an active dialogue maintained with Shareholders. Shareholders will be kept up to date via announcements made via a Regulatory Information Service on matters of a material substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected material deviations to market expectations will be announced via a Regulatory Information Service. The Company’s AGM will be an opportunity for Shareholders to meet with the Non-Executive Chairman and other members of the Board. The meeting is open to all Shareholders, giving them the option to ask questions and raise issues during the formal business or, more informally, following the meeting. The results of the AGM will be announced via a Regulatory Information Service.

The Board is keen to ensure that the voting decisions of Shareholders are reviewed and monitored and the Company intends to engage with Shareholders where votes are not in favour of resolutions at AGMs to understand their motivation.

There is also a designated email address for investor relations, [email protected], and all relevant contact details are included on the Group’s website.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Group takes its corporate social responsibilities, including its wider ESG responsibilities, very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including Shareholders, employees, customers, suppliers and the communities in which the Group operates, in order to achieve long term success.

The Group has established a number of initiatives to support the development and welfare of its employees. The Directors believe that key to the success of the business is promoting strong social values, including the importance of promoting inclusion, diversity and equality to its community of followers. The Group will regularly seek feedback from its audience and wider stakeholders, to maintain an inclusive culture and implement best working practices.

The Directors will maintain an open and ongoing dialogue with its stakeholders to help promote the long-term success of the Group.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The principal risks facing the Group are set out in Part III of the Admission Document. The Directors will take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission.

The risks involved and the specific uncertainties for the Group will be regularly monitored through a strategic risk register and the full Board will formally review such risks at each Board meeting and adapt them as the Group’s operations grow and evolve. All proposals reviewed by the Board will include a consideration of the issues and risks of the proposal. Where necessary, the Board draws on the expertise of appropriate external consultants or advisers to assist in dealing with or mitigating risk. In the future, the Board intends to establish departmental risk registers to embed risk management throughout the operational agenda of the Group.

Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chair

On Admission the Board will comprise the following persons:

  • The Non-Executive Chairman;
  • Three Non-Executive Directors; and
  • Three Executive Directors.

The biographies of the Directors are set out in paragraph 12 of Part I of the Admission Document. The Non-Executive Chairman is David Wilson, and the Non-Executive Directors are Carol Kane, Alexandra Jarvis and Richard Flint.

Alexandra and Richard are considered to be independent and were selected with the objective of bringing experience and independent judgement to the Board.

The Board is also supported by the Audit Committee, the Remuneration Committee and the Nomination Committee, further details of which are set out in paragraph 21 of the Admission Document. The Nomination Committee will keep the composition of the Board under regular review, taking into account the relevant skills, experience, independence, knowledge and gender balance of the Board. The Directors will be subject to retirement by rotation at every third AGM of the Company.

The Board will meet regularly and hold at least six board meetings per annum. Processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties.

The Group is satisfied that the current Board is sufficiently resourced to discharge its governance obligations on behalf of all stakeholders and will consider the requirement for additional executive and non-executive directors as the Company fulfils its growth objectives.

Principle 6: Ensure that between them the Directors have the necessary up to date experience, skills and capabilities

The skills and experience of the Directors are summarised in their biographies set out in paragraph 12 of Part I of the Admission Document.

The Directors believe that the Board has the appropriate balance of diverse skills and experience to deliver on its core objectives. Experiences are varied and contribute to maintain a balanced board that has the appropriate level and range of skill to assist the Group’s strategy and growth objectives. The Chairman and the Non-Executive Directors provide additional experience in operating in public market companies, recent governance experience and each offer wider business skills which help to strengthen the Board and widen its capabilities.

The Board is not dominated by one individual and all Directors have the ability to challenge proposals put forward to the meeting, democratically. The Directors have also received a briefing from the Company’s Nominated Adviser in respect of continued compliance with, inter alia, the AIM Rules for Companies.

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Directors will consider seriously the effectiveness of the Board, Audit Committee, Nomination Committee, Remuneration Committee, and individual performance of each Director.

Post-Admission, the Company intends to establish a formal process for the regular assessment of the individual contributions of each member of the Board to ensure that their contribution is relevant and effective. Until then, the Non-Executive Chairman is responsible for ensuring an effective Board.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

The Group has a responsibility towards its employees and other stakeholders. The Board promotes a culture of integrity, honesty, trust and respect and all employees of the Group are expected to operate in an ethical manner in all their internal and external dealings.

The staff handbook and policies promote this culture and include such matters as whistleblowing, social media, anti-bribery and corruption, communication and general conduct of employees. The Board takes responsibility for the promotion of ethical values and behaviours throughout the Group, and for ensuring that such values and behaviours guide the objectives and strategy of the Group. The Group will incorporate the promotion and reward of demonstrating strong ethical values and behaviours as part of its people processes.

The culture is set by the Board and is regularly considered and discussed at Board meetings.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Non-Executive Chairman leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Executive Directors are responsible for the operation of the business and delivering the strategic goals agreed by the Board.

The Board is supported by the Audit Committee, Nomination Committee and Remuneration Committee, further details of which are set out in paragraph 21 of Part I of the Admission Document. There are certain material matters which are reserved for consideration by the full Board.

The Board intends to review the Group’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward. This will be coordinated by the Audit Committee.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Responses to the principles of the QCA Code and the information that will be contained in the Company’s annual report and accounts provide details to all stakeholders on how the Company is governed. The Board views that the annual report and accounts as well as its half year report as key communication channels through which progress in meetings the Group’s objectives and updating its strategic targets can be given to the Shareholders following Admission.

Additionally, the Board will use the Company’s AGMs as a primary mechanism to engage directly with Shareholders, to give information and receive feedback about the Group and its progress.

The Company’s website will be updated on a regular basis with information regarding the Group’s activities and performance, including financial information.

There is also a designated email address for investor relations, [email protected], and all contact details are included on the Group’s website. 

Page last updated: 15 December 2021

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Important Dates

21 Apr
Preliminary Results