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Corporate Governance Policy

CORPORATE GOVERNANCE CODE – 10 PRINCIPLES AND CHAIRMAN’S STATEMENT

The following confirmations in respect of the Company’s corporate governance policies are provided in accordance with AIM Rule 26.

The Company has adopted and complies in full with all 10 principles of the 2018 versions of the Corporate Governance Code as set out by the Quoted Companies Alliance (QCA Code).

In my role as independent chair, from an external perspective, I regularly engage with shareholders in formal and informal meetings to reinforce the fact that the board is being run with the appropriate level of engagement and time commitment. From an internal perspective, I ensure that the information which flows within the board and its sub committees is accurate, relevant and timely and that meetings concentrate on key operational and financial issues which have a strategic bias, together with monitoring implementation plans surrounding commercial objectives.

In relation to corporate governance, my responsibility is to lead the board effectively and to oversee the adoption, delivery and communication of the company’s corporate governance model. I also aim to foster a positive governance culture throughout the company.

The Company’s good corporate governance permeates the culture of the organisation. It is manifested by regular engagements and interactions between the board, senior management teams and subteams which have been formulated to focus on specific projects. These interactions are documented with action points and deliverables assigned to attendees to ensure clarity of expectations. In addition, senior management objectives are aligned with the corporate strategy in terms of sales targets, desired margins and repeat business. Transparency in verbal and written communication is also paramount both from an outward looking perspective with shareholders, customers, suppliers and other external stakeholders and also with employees and project teams from an internal perspective.
The application of the QCA Code supports the Company’s medium to long term success by creating frameworks to enable the divisional teams to operate effectively whilst remaining focussed on the critical success factors (such as sales generation and project delivery) to enable the growth and development of the business. These structures have been implemented whilst at the same time allowing a culture of entrepreneurial spirit to reside within this creative organisation.

I am pleased to report that there have not been any key governance related matters that have occurred during the year nor any significant changes in governance arrangements required in adoption of this revised QCA code.

Peter Bertram, Chairman

PRINCIPLE

OVERVIEW

APPLICATION

1

Establish a strategy and business model which promote long-term value for Shareholders

The board acknowledges that they need to express a shared view of the company’s purpose, business model and strategy.

This view must to go beyond the simple description of products and corporate structures by setting out how the company intends to deliver shareholder value in the medium to long-term and demonstrating that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

This view is set out in the Annual Report and Financial Statements.

PRINCIPLE

OVERVIEW

APPLICATION

2.

Seek to understand and meet shareholder needs and expectations

The Directors have developed a good understanding of the needs and expectations of all elements of the company’s shareholder base. The board acknowledged it must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

The company has engaged with its shareholders in the following ways

  • Through regular RNS communications to provide updates on financial and commercial matters
  • Through producing comprehensive and informative reports at the half year and the year end (including preliminary announcements where possible)
  • Through statutory meetings of shareholders which provide the opportunity for shareholder to ask questions or voice concerns.
  • Through their attendance at shareholder events such as the UK Investor Show to provide a more informal forum for questions and answers.
  • Through private client events, held by our brokers, at which the Company presents.
  • Through regular interactions on social media to keep stakeholders up-to-date on commercial developments
  • Through an open-door policy where David Galan, the Company’s CEO, will respond to emails or telephone call from shareholders.

Engagement success is measured by feedback from institutional and retail shareholders from this written and verbal communication which remains positive, in addition to repeat interactions with shareholders through these communication channels.  The success of this objective has been realised through active dialogue over the past year with over 75% of shareholders (by percentage), including institutional and retail shareholders.

The company manages shareholder liaison using its own resources and in conjunction with its other corporate advisors.  The key points of contact for shareholder liaison are the Company’s CEO, David Galan and Chairman Peter Bertram.

PRINCIPLE

OVERVIEW

APPLICATION

3.

Take into account wider stakeholder and social responsibilities and their implications for long-term success

The board understands that long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others).

The board has identified the company’s stakeholders and understand their needs, interests and expectations and also acknowledges within its strategy and business model matters that relate to the company’s impact on society, the communities within which it operates or the environment.

The board takes stakeholder feedback very seriously and has implemented systems to garner the views from both its internal and external stakeholders.

The Company’s business model identifies the key resources and relationships on which the business relies through its internal team structure where information can be cascaded in both directions and by evaluation by board committees, including the risk committee which forms part of the board meeting on a bi-annual basis.

The company obtains feedback from internal stakeholders through regular management and internal team meetings, employee appraisals and post project delivery evaluation sessions for its contracted suppliers. Suggestions are passed to the senior management teams via line managers.

The Company’s key external stakeholders are shareholders (dealt with above) and customers. As repeat business is essential for the success of the Company and subsidiaries, project teams have regular interactions with the customer at the inception of the project, during the project and after the project has been delivered to ensure that feedback can be provided and responded to.

PRINCIPLE

OVERVIEW

APPLICATION

4.

Embed effective risk management, considering both opportunities and threats, throughout the organisation

The board ensures that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy;

The company considers extended business, including the company’s supply chain, from key suppliers to end-customer. When setting strategy, this includes determining the extent of the company’s risk tolerance and risk appetite.

Risk management and the application of this principle is set out in the Annual Report and Financial Statements.

 

PRINCPLES TO MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

PRINCIPLE

OVERVIEW

APPLICATION

5

Maintain the board as a well-functioning, balanced team led by the chair

The board members acknowledge that they have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements.

However, the Chair, Peter Bertram acknowledges that the ultimate responsibility for the quality of, and approach to, corporate governance lies with him.

The board and its committees are provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The Company’s board considers its current mix of executive and independent non-executive directors to present an appropriate balance but keeps this matter under regular review and evaluation and is mindful of the directors committing the time necessary to fulfil their roles.

The board are supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

The application of this principle is set out in the Directors’ Report in the Annual Report and Financial Statements.

PRINCIPLE

OVERVIEW

APPLICATION

6.

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The board acknowledges it must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities.

The board understands and challenges its own diversity, including gender balance, as part of its composition and keeps all elements of its composition under regular review and evaluation to ensure it evolves to reflect the mix of skills and experience required.

The application of this principle is set out in the Directors’ Report in the Annual Report and Financial Statements.

PRINCIPLE

OVERVIEW

APPLICATION

7.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The board regularly reviews the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review is carried out internally and attempts to identify development or mentoring needs of individual directors or the wider senior management team, along with succession planning issues and additional skills requirements.

The application of this principle is set out in the Directors’ Report in the Annual Report and Financial Statements.

PRINCIPLE

OVERVIEW

APPLICATION

8.

Promote a corporate culture that is based on ethical values and behaviours

The board embodies and promotes a corporate culture that is based on sound ethical values and behaviours. Corporate values guide the objectives and strategy of the company and are entrenched in every aspect of the business, including recruitment, promotions, training and engagement.

The application of this principle is set out in the Chairman’s Statement in the Annual Report and Financial Statements.

PRINCIPLE

OVERVIEW

APPLICATION

9.

Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The company maintains governance structures and processes in line with its corporate culture and appropriate to its:

  • size and complexity; and
  • capacity, appetite and tolerance for risk.

The company’s governance structures are evolved over time in parallel with its objectives, strategy and business model to reflect the development of the company.

Role and Responsibilities of Chairman

Roles and Responsibilities of CEO

Roles and Responsibilities of Non-Executive Directors

Role of The Board

Role of Audit Committee

Role of Remuneration Committee

See detailed narrative below

Role and Responsibilities of Chairman

The Chairman is independent and from an external perspective, regularly engages with shareholders to reinforce the fact that the board is being run with the appropriate level of engagement and time commitment. From an internal perspective, he ensures that the information which flows within the board and its sub committees is accurate, relevant and timely and that meetings concentrate on key operational and financial issues which have a strategic bias, together with monitoring implementation plans surrounding commercial objectives.

In relation to corporate governance, his responsibility is to lead the board effectively and to oversee the adoption, delivery and communication of the company’s corporate governance model. He also aims to foster a positive governance culture throughout the company.

Roles and Responsibilities of CEO

The CEO with support from the divisional heads and senior managers, is charged with the delivery of the business model and financial performance targets within the strategy set by the board.

The CEO works with the chair and NEDs in an open and transparent way and keeps them up-to-date with operational performance, risks and other issues to ensure that the business remains aligned with the strategy

Roles and Responsibilities of Non-Executive Directors

The Company’s Non-Executive Directors (NEDs) participate in all board level decisions and play a role in the determination and articulation of strategy. The NEDs provide oversight and scrutiny of the performance of the executive directors, whilst both constructively challenging and inspiring them, thereby ensuring the business develops, communicates and executes the agreed strategy and operates with reference to the risk management framework.

In terms of skills, the Company’s NEDs possess the critical skills that are relevant to dynamic companies, which includes both technical experience and the ability to positively challenge and to listen in equal measure.

The Company’s NEDs are independent to be able to provide appropriate oversight and to perform their role.

The Company’s NEDs are formally appointed with a structured induction and performance assessment process. They are expected to make an appropriate time commitment to the company in terms of being available to shareholders and sitting on board committees that have formal terms of reference.

The Company’s NEDs do not participate in performance-related remuneration schemes or have a significant interest in a company share option scheme.  If performance-related remuneration would ever be considered, it would be proportionate, shareholders would be consulted, and their support would be obtained.

Role of The Board

The board of a company is responsible for setting the vision and strategy for the company to deliver value to its shareholders by effectively putting in place its business model. The board members are collectively responsible for defining corporate governance arrangements to achieve this purpose, under clear leadership by the chair.

The Board is authorised to manage the business of the Company on behalf of its shareholders and in accordance with the Company’s Articles of Association. The Board is responsible for overseeing the management of the business and for ensuring high standards of corporate governance are maintained throughout the Group.

The Company’s board is composed of an independent chair, an executive director and 2 independent non-executive directors (NEDs) and a company secretary. The Company does not consider it to be appropriate to have a senior independent director. The interim Director of Finance is invited to attend board meetings but does not form part of the board. The Senior Management Team assist the board in delivering the strategy and are invited to board meetings to report and consult on significant developments from time to time.

The Board of Zinc Media Group plc which is chaired by Peter Bertram, meets a set number of times a year and at other times as necessary, to discuss a formal schedule of matters specifically reserved for its decision.

These matters routinely include:

  • Group strategy and associated risks.
  • Financial performance of the business and approval of annual budgets, the half year results, annual report and accounts and dividends.
  • Changes relating to the Group’s capital structure.
  • Appointments to and removal from the Board and Committees of the Board (no separate nomination committee).
  • Risk management strategy and risk appetite.
  • Acquisitions, disposals and other material transactions.
  • Remuneration strategy.
  • Actual or potential conflicts of interest relating to any Director.

Role of Audit Committee

The audit committee provides confidence to shareholders on the integrity of the financial results of the company expressed in the annual report and accounts and other relevant public announcements of the company. The audit committee challenges both the external auditors and the management of the company. It keeps the need for internal audit under review. It is responsible for the making recommendations to the board on the engagement of auditors including tendering and the approval of non-audit services for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls.

It also has responsibility for reviewing financial statements prior to publication and reporting to the board on any significant reporting issues, estimates and judgements made in connection with the preparation of the company’s financial statements.

The audit committee also has a key role in the oversight of the effectiveness of the risk management and internal control systems of the company.

Members:

  • Peter Bertram (Chairman of the Audit Committee)
  • Nicholas Taylor

Role of Remuneration Committee

It is the role of the remuneration committee to ensure that remuneration arrangements are aligned to support the implementation of company strategy and effective risk management for the medium to long-term, and to take into account the views of shareholders.

The Company’s remuneration policy has been designed to ensure that it encourages and rewards the right behaviours, values and culture.

The remuneration committee reviews the performance of the Executive Directors, sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders and reviews and approves any proposed bonus entitlement. It also determines the allocation of share options to employees.

Members:

  • Nicholas Taylor (Chairman of the Remuneration Committee)
  • Peter Bertram

There are no current required plans for evolution of the governance framework in line with the company’s plans for growth.

 

PRINCIPLE TO BUILD TRUST

PRINCIPLE

OVERVIEW

APPLICATION

10

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The methods in place to ensure a healthy dialogue exists between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company is described under principles 2. and 8.

The board has established a network of communication and reporting structures between itself and all constituent parts of its shareholder base to assist the communication of shareholders’ views to the board and the shareholders’ understanding of the unique circumstances and constraints faced by the company.

The application of this principle is set out in the Directors’ Report in the Annual Report and Financial Statements.

 

The Board is authorised to manage the business of the Company on behalf of its shareholders and in accordance with the Company’s Articles of Association. The Board is responsible for overseeing the management of the business and for ensuring high standards of corporate governance are maintained throughout the Group.

This is delivered through its own decision-making and authority to manage the business to the Executive Directors of the Company, namely the Chairman and CEO. The Executive Team manages these responsibilities with the help where applicable of internal and external advisers, and by delegating responsibilities to the Senior Management Team.

The Board of Zinc Media Group plc which is chaired by Peter Bertram, meets a set number of times a year and at other times as necessary, to discuss a formal schedule of matters specifically reserved for its decision.

These matters routinely include:

  • Group strategy and associated risks.
  • Financial performance of the business and approval of annual budgets, the half year results, annual report and accounts and dividends.
  • Changes relating to the Group’s capital structure.
  • Appointments to and removal from the Board and Committees of the Board.
  • Risk management strategy and risk appetite.
  • Acquisitions, disposals and other material transactions.
  • Remuneration strategy.
  • Actual or potential conflicts of interest relating to any Director.

The Board: Zinc Media Group plc has four board members, of whom one is Chairman, one executive and two non-executives. The board formally meets around six times a year, as well as numerous informal discussions.

Board Members

Chairman: Peter Bertram
Peter is currently Senior Independent Non-Executive Director of Microgen plc. He was previously Chairman of Alphameric plc, AttentiV Systems Group plc and Phoenix IT Group plc and also a Non-Executive Director of Anite plc and Psion plc. Peter was Chief Executive of Azlan Group plc from 1998 until its takeover in 2003. He is a fellow of the Institute of Chartered Accountants in England and Wales.

Chief Executive Officer: David Galan
David joined Zinc Media Group in January 2016, initially as CFO. David was appointed as CEO in February 2018.  David has previously worked as a CFO in the early stage technology sector and also with medium-sized businesses. After qualifying as a chartered accountant with Arthur Andersen in London, he went on to work in investment banking with Teather & Greenwood, specialising in corporate finance and small cap IPOs. Since 2004, David has held various CFO and CEO roles, including with Picklive, the award winning online gaming start-up. During 2015, David held an interim finance role with Casual Dining Group, the owner and operator of Cafe Rouge, Bella Italia and Belgo restaurant brands, where he managed the integration of the acquisitions of Las Iguanas and La Tasca.

Chief Financial Officer:  Will Sawyer

Will joined Zinc Media Group in October 2018. Will was previously Finance Director of ITN Productions. He helped grow it into one of the top independent production companies in the UK over a nine year period, and sold Diagonal View, a digital start-up, to Sky.  Prior to this he was a corporate finance manager at the BBC and a senior finance manager at Ofcom.  Will qualified as a Chartered Accountant at Deloitte, where he specialised in media businesses.

Executive Director: Harry Bell

Harry has spent his entire career in the television industry, having started working at ITV as one of the station’s
youngest TV producers. Harry is a multi-award winning producer who is responsible for both the
commercial and creative direction at Tern Television and has grown Tern Television into one of the
leading dual-nation independent TV companies in the UK.

Non-Executive Director: Nicholas Taylor
Nicholas has extensive experience of working with growing organisations, principally in the TMT sector. He has worked as a consultant and in-house and has held senior positions in both private and public businesses and in the not for profit sector. His involvement in the media industry started over 20 years ago when he was Head of Finance at Brighter Pictures (now Remarkable Television, part of Endemol Shine) and encompasses film and television; production, post-production and special effects; factual and entertainment. Between 2011 and 2013 he was Managing Director of The Imaginarium Studios. He is also non-executive director of Maintel Holdings Plc and non-executive chairman of Focus 4 U Ltd.

Senior Independent Director

The Board has determined that the formal appointment of a senior independent Director is not necessary given the current structure and composition of the Board. Furthermore, given the size of the Company, the shareholdings in the Company that the current Board members hold and the active dialogue with institutional shareholders that takes place throughout the year, the Board is of the view that an appointment of a senior independent Director would not currently provide any further benefit in assisting with communication with shareholders.

Senior Management Team

This comprises the CEO together with the key Directors of:

Television Production: Fiona Stourton
Publishing: Annette Clowes
Digital Communications: Bharti Bhikha

Board Effectiveness

The performance of the Executive Board is appraised annually by the Chairman and Non-Executive Directors.

Balance and Independence

The Board is comprised of a balance of Executive and Non-Executive Directors. This balance is designed to ensure that no one individual or small group of individuals can dominate the Board’s decision-making.

Audit committee

The audit committee is charged with making recommendations to the Board on the appointment of auditors and the audit fee, for reviewing the conduct and control of the annual audit and for reviewing the operation of the internal financial controls. It also has responsibility for reviewing financial statements prior to publication.

Members:

  • Peter Bertram (Chairman of the Audit Committee)
  • Nicholas Taylor

Remuneration committee

The remuneration committee reviews the performance of the Executive Directors, sets the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of shareholders and reviews and approves any proposed bonus entitlement. It also determines the allocation of share options to employees.

Members:

  • Nicholas Taylor (Chairman of the Remuneration Committee)
  • Peter Bertram

The appointment of Board members is based on various aspects including:

  • Board structure, size and composition
  • Assessment of skills, knowledge and experience
  • Identification of particular skills and capabilities required to enhance the Board
  • Succession planning
  • Strategic delivery of stated aims and goals.

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