QCA code compliance

The Directors formally adopted the Quoted Companies Alliance (“QCA”) Corporate Governance Code during 2019 and first applied it for the 2018 annual report. 

The principles of the QCA Code are set out below and we summarise how the Company ensures that it is fully compliant with the requirements of the Code. 

Mirriad’s strategy and business model are set out in the 2020 Annual Report. 

In summary, 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 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 Company raised additional funds during 2020 and conducted an extensive roadshow open to existing and new investors. The Executive Directors and Chairman are available to meet major shareholders after the announcement of both the year end and interim results. These meetings allow shareholder to set out their needs and expectations as well as explaining the Company’s results. The Company also hosted two webinars for shareholders and analysts during 2020. The Company holds its AGM in June annually and the AGMs are an opportunity for all shareholders to present their views to the whole Board.

Following the impact of COVID-19 the Company has increased the level of engagement with its staff and holds organisation-wide “Town Hall” approximately 4 times a month at which the Executive Directors and other senior staff present to the whole business. These meetings allow the Executive Directors to ensure that the strategic vision of the company is clearly presented and to elicit staff feedback. Various non-executive directors have spent time with staff to understand the work they do and any issues or concerns they have.

The Company also conducts an annual staff survey to gain direct staff feedback.  A digest of the 2020 results is shown in the 2020 Annual Report.

The Company published its first Environmental, Social and Governance framework in November 2020 and intends to develop and grow activities in this area over time.

Meetings are held with other stakeholders as required with roadshows organised at least twice a year following the release of the annual and interim results.  Webinars are arranged at both those times and the Executive Directors have also presented at webinars for UK retail investors and prospective US investors.

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.

The Company has adopted a systematic risk management process based on a quarterly review of risks.  During these reviews risks are documented systematically at both a Group and subsidiary level. These risks are regularly reviewed by AuditCo and ultimately the full Board. 

The Board undertakes an annual “Board Effectiveness Review” to assess how it is performing and what is working well and where improvements can be made. 

The third of these was completed at the end of 2020 and the results are disclosed in the 2020 Annual Report. 

During 2021 the Board was delighted to welcome Kelsey Lynn Skinner as a new member following the resignation of Mark Reilly.

This is addressed as part of the “Board Effectiveness Review” outlined above.

This is addressed 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 mandates annual 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.

Each of the Committee’s has published a report in the 2020 Annual Report and reports on activities regularly to the main Board.

The Company has updated and refreshed its approach to investor relations and has invested more time and energy in communication. During 2020 the Company hosted two webinars which all shareholders can attend and are publicised via RNS. Major shareholders are also given the opportunity to meet the Company on formal roadshows which are held at least twice a year.

The Executive Directors also presented at a number of webinars for retail investors and US focussed events and also attended two investor conferences one in the UK and one in the US.

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 Company holds frequent all-staff meetings and conducts an annual staff survey to communicate strategy and performance and solicit feedback.  The Company has also conducted a number of shorter “pulse” surveys during the year to establish staff well-being as part of its general duty of care.  In 2020 the Company established two mental health first-aiders who received specific training and who are available to talk confidentially to staff on any issues they have.