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 set out its strategy and business model in its 2019 Annual Report. This was revised during 2019 and presented to shareholders and analysts in March 2019. 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 2019 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 2019. 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.

The Company holds organisation-wide “Town Hall” meetings on a monthly basis at which the Executive Directors present. 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 visited the Company’s offices in the UK and overseas and met and talked to Company staff on these visits.

The Company also conducts an annual staff survey to gain direct 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.

The Company adopted a systematic risk management process in 2018 systematically documenting risks at both a Group and subsidiary level. These risks are regularly reviewed by AuditCo and ultimately the full Board. 

The Board underwent substantial changes in 2019 as John Pearson stepped up to chair the Company and Bob Head joined as a new independent Non-Executive Director in June 2019. 

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 second of these was completed at the end of 2019 and the results are disclosed in the 2019 Annual Report
 

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 has rolled out 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.

The Company has been refreshing its approach to investor relations and has invested time and energy in communication. During 2019 the Company hosted its first webinars which all shareholders can attend. Major shareholders were also met on formal Company roadshows. The Company established a new investor newsletter which was issued in early January 2020 and hosted a technology showcase event also in January 2020.

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.