Principles and Approach
Principles and Approach
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 Group with the framework to help ensure that a strong level of governance is maintained, enabling the Group to embed the governance culture that exists within the organisation as part of building a successful and sustainable business for all of its stakeholders.
Establish a business strategy and business model which promote long-term value for shareholders
The Directors believe that the Group’s business model and growth strategy helps to promote long-term value for Shareholders. The business strategy includes:
- Expansion into additional overseas jurisdictions (including the United States);
- Strategic acquisitions;
- Further enhance the monetisation of our existing portfolio of publication and platforms;
- Signing of larger deals on long-term campaigns;
- Growing headcount to enable the delivery of more content and scale our indirect revenue stream.
More details on our Growth Strategy can be found in the Annual Report. The principal risks facing the Group are also set out in the Annual Report. The Directors will take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks following Admission.
Seek to understand and meet shareholder needs and expectations
Prior to Admission, the Group’s Executive Management undertook a roadshow which has informed the Group as to its shareholders’ expectations following Admission.
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.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Group takes 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 longterm success of the Group.
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The principal risks facing the Group are set out in the Annual Report. 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.
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 on the Board of Directors page. The Non-Executive Chairman is Dave Wilson, and the Non-Executive Directors are Carol Kane, Alex Jarvis and Richard Flint.
Alex 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. 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.
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 on the Board of Directors page.
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, have 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.
The Board and Committees receive training as appropriate, including technical updates on the latest accounting, auditing, tax, and reporting developments. The balance of skills of the Board is reviewed at least on an annual basis. The Board has access to professional advisers at the Company’s expense if necessary.
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.
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.
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
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. 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.
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 the annual report and accounts as well as its half year report as key communication channels through which progress in meeting 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