The Directors have considered the requirement to formally adopt a Corporate Governance code and mindful of the scale and state of development of the Company have adopted the Quoted Companies Alliance (“QCA”) Corporate Governance Code.
Our 2018 annual report will set out how we comply and our investor website will be further updated at that time. The bullets below outline the principles of the QCA Code and how the Company will ensure that it is fully compliant with the requirements of the Code.
- Our 2018 Annual Report sets out our business model and strategy in the Admission Document published before its admission to AIM in December 2017. Mirriad creates advertising opportunities within existing video content across multiple shows. Advertisers can reach target audiences in a contextually relevant way without interrupting the viewing experience. The new ad format can be used alone or combined with other media and is aligned with existing media trading.
- The Board continually reviews the strategy at its regular meetings to ensure that the Company is generating long-term value for shareholders.
The Executive Directors offer to meet major shareholders after the announcement of both the year end and interim results. These meetings allow shareholders to set out their needs and expectations as well as allowing the Executive Directors to explain the Company’s results. The Chairman has also made himself available to major shareholders on request. The Company held its inaugural public company AGM in June 2018. AGMs are an opportunity for all shareholders to present their views to the whole Board.
The Chairman, CEO and CFO regularly meet with institutional shareholders to foster a mutual understanding of objectives. Major shareholders were offered the opportunity to meet with the CEO and CFO in May 2018. Stephan Beringer held a series of meetings with major shareholders in November 2018 to introduce himself and establish a communication channel. Following the approval of the Group’s revised strategy at the end of January 2019, the CEO and CFO held a roadshow and hosted a webinar for shareholders, potential investors and analysts to outline the new strategy and gather feedback from shareholders at the end of March 2019.
The Board has overall responsibility for the system of internal controls and risk management. During the year a new risk reporting framework was introduced. Work done at the time of the IPO identified the Company’s internal control framework. Much of it relies on close supervision of subsidiary units and strict control of cash resources from the central finance team under the direction of the Chief Financial Officer. The Audit Committee, on behalf of the Board, has again reviewed the effectiveness of the internal controls and risk management. The Committee received and considered the risk register from executive management and debated risks with management. The Committee also discussed the internal control framework with the Company’s external auditors and risks relating to fraud that the Group faces.
The Committee also received and considered reports from the external auditors, PwC LLP, which included control findings relevant to their audit. There is an ongoing process to identify, evaluate and manage the risks faced by the Group. Each business unit or function reports quarterly on the key risks identified and measures being taken to mitigate those risks. These are summarised and reported to the Committee by the CFO before being passed to the full Board by the Committee.
The Strategic Report on pages 1 to 27 includes further details about the business risks identified and actions being taken. The process of risk management is new, and it is the Committee’s intention that it will be continually developed and improved.
The Directors are committed to ensuring that the Company fully complies with the requirements of the QCA Code and to maintaining high standards of corporate governance. To ensure compliance, the Board agreed on a work plan for full implementation of the QCA Code at its meeting in July 2018. One area of particular focus was Board effectiveness.
Board composition and responsibilities
The Board’s primary role is to focus on building shareholder value by identifying and assessing business opportunities balanced against the associated risks.
The Group is controlled by a Board of Directors, which as at 31 December 2018 comprised a Non-executive Chairman, three other Non-executive Directors and two Executive Directors. The Board considers two of its Directors to be independent.
The Chairman is John Pearson and the Chief Executive Officer is Stephan Beringer.
The overriding responsibility of the Board is to provide clear, entrepreneurial and responsible leadership to the Group within a framework of efficient and effective controls so as to allow the key risks and issues facing the business to be assessed and managed. The Board operates both formally, through Board and Committee meetings, and informally, through regular contact between the Directors and senior executives. There is a schedule of matters specifically reserved to the Board, including approval of interim and annual financial results, setting and monitoring strategy and examining business expansion possibilities. The Board is supplied with sufficient information in a timely manner, in a form and quality appropriate to enable it to discharge its duties. The Directors can obtain independent professional advice at the Group’s expense in the performance of their duties as Directors.
Senior executives below Board level attend Board meetings when appropriate to present business updates.
Jana Eisenstein was appointed as the Company’s President in October 2018 and has been attending Board meetings as an observer since her appointment. The Board invited Jana to join the Board meetings as she is one of the most senior leaders in the business with oversight and responsibility for revenue and operations. The Board welcomes the diversity of viewpoint that Jana provides and her contribution to the debates around key business decisions.
This will be dealt with as part of the “Board Effectiveness Review” outlined above.
This will be dealt with as part of the “Board Effectiveness Review” outlined above.
- The Company has well established policies covering anti-bribery and corruption, whistle-blowing and fraud which are included in its various staff handbooks and are available on line to all staff
- The Company is in the process of rolling out additional on-line training for all Company staff to embed key messages about bribery, corruption and fraud and what the Company expects of its staff worldwide and to ensure that ethical behaviour is embedded in the Company culture.
- The main Board, which comprises two executive and four non-executive directors, has clearly set out reserved matters. In addition, there are two sub-committees of the Board. Each of these Committees has its own terms of reference and Chairman and comprise only Non-Executive Directors. The Company does not have a separate Nominations Committee due to its current scale and appointments to the Board and other senior executive hires are considered by the full Board. The Board has agreed to regularly review the need for a Nominations Committee. The two sub-committees are:
- The Audit Committee whose main responsibilities are to:
- monitor and review the Group’s systems of internal controls;
- monitor and review the Group’s risk management framework;
- review reports from the Group’s external auditors;
- consider and recommend to the Board the reappointment of the external auditor;
- monitor and review reports from the Executive Directors, including the Group’s financial statements; and
- monitor any corporate governance and accounting developments.
- The Remuneration Committee whose main responsibilities are:
- reviewing remuneration arrangements for the Board and other senior executives;
- setting the Group’s overall remuneration strategy; and
- agreeing the Group’s short and long term incentive arrangements.
- As noted above, all shareholders are invited to attend the AGM.
- Mirriad staff meet customers and other stakeholders in the value chain on a regular basis.
- The Group holds regular all-staff meetings and conducts regular staff surveys to communicate strategy and performance and solicit feedback.
- The Company holds regular meetings with major shareholders around the time of results.