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.

  • Mirriad set out its strategy and business model in its 2017 Annual Report and 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 Company regularly holds organisation-wide “Town Hall” meetings at which the Executive Directors present. Various non-executive directors have visited the Group's offices to meet staff, give a viewpoint on the business from the Board's perspective and discuss the business with staff. These meetings allow the Directors to ensure that the strategic vision of the company is clearly presented and to elicit staff feedback.
  • The Company also conducts staff surveys on average twice a year to specifically gain staff feedback
  • Meetings are held with other stakeholders as required.
  • The Board is responsible for the Group's overall risk management framework and has delegated certain aspects of risk management to the Group’s Audit Committee (“AuditCo”) and Executive Directors.
  • Following the IPO in December 2017 the Group has been systematically documenting risks at both a Group and subsidiary level. These risks will be regularly reviewed by AuditCo and ultimately the full Board.
  • An overview of the risks faced by the business was included in the Admission Document and the status of these risks was updated in the 2017 Annual Report.
  • The Board was reconstituted at the IPO in December 2017 and John Pearson joined the Board as a new independent Non-Executive Director and David Dorans joined the Board as an Executive Director. The Board undertakes an annual “Board Effectiveness Review”.
  • The first of these is expected to be completed before the end of 2018 and the results will be disclosed in the 2018 Annual Report.

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.