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Corporate Governance Policy

AIM companies are not required to comply with the UK Corporate Governance Code 2012 (Principles of good governance and standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders) adopted by the London Stock Exchange. However, the Directors have chosen to make the following disclosures to meet the provisions of the Code deemed most relevant to AIM listed companies, and specifically having considered the size, nature and scope of the Group’s activities.

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 CFO. 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 Operating and Financial Officer: David Galan
David joined Zinc Media Group in January 2016. 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.

Non-Executive Director: Jonathan Goodwin
Jonathan Goodwin founded Lepe Partners in 2011. Lepe Partners is a merchant bank created to help entrepreneurs and CEOs in the media, consumer and internet sectors grow their businesses. Prior to founding Lepe, Jonathan was CEO and Co-founder of LongAcre Partners, where he built the company into Europe’s leading mid-market media and corporate finance house prior to selling it to Jeffries in 2007. To date, Jonathan has advised on over 100 transactions in the media and internet space. In 2006, Jonathan created the Founders Forum, an entrepreneur’s event held annually in London, New York, Brazil and India. In 2009, Jonathan also Co-Founded PROfounders Capital, an early stage fund backed by entrepreneurs for digital entrepreneurs. Previously, Jonathan focused on the media sector at Apax Partners and later joined the MBI team of Talk Radio, backed by News Corporation and Liberty Media. Talk Radio then became the foundation for The Wireless Group plc, where Jonathan was Group Managing Director. Jonathan is also currently on the advisory board of Opera Solutions and Kelkoo.

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 COO / CFO together with the key Directors of:

Television Production: Fiona Stourton and Richard Farmbrough
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)
  • Jonathan Goodwin

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:

  • Peter Bertram¬†(Chairman of the Remuneration¬†Committee)
  • Jonathan Goodwin

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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Bressenden Place
London SW1E 5BH

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