Investor Information

Zinc Media Group represents a story of transformation. We are a diversified production group made up of 12 businesses, dedicated to creating high-quality television programmes and content for brands and businesses.

Delivering long-term:

Reasons to invest

Highly Experienced Management Team:
Zinc is led by highly regarded media executives with substantial experience in delivering high performance in creative businesses.
High Revenue Quality
80% of FY23 Group turnover came from repeat customers. 15 television series were recommissioned in 2023 – the highest number of returning series the Group has ever had. Revenue CAGR since 2019 is 15% and organic growth in television was up 20% in FY23
Diversified Portfolio
Zinc has 12 businesses across both television and production for brands operating in different content genres, and at different gross margins. 30% of Group revenues are from outside the UK. This reduces risks associated with exposure to any one genres, market or territory.
Large Market Opportunity
The market for television and production for brands and businesses is significant. Zinc’s current television production UK market share is around 2%, so there is substantial opportunity for growth both in the UK and the US. It is a similar story in the brand and corporate production market which totals over £1b a year.
Zinc Platform
Zinc has a unique platform which powers all our companies bringing specialist expertise, driving efficiency, improving margins, building culture and allowing us to scale quickly as new opportunities arise. With our remote workflows we can produce content from anywhere in the world.
Supportive Shareholder Base
Zinc has a large and highly supportive institutional shareholder base making up over 70% of the shareholder register. They are aligned with the company’s long term value creation plan and supportive of the strategy of strong organic growth supplemented by strategic acquisitions.

    Investor Proposition

    Zinc Media Group is a tale of transformation into a diversified production group comprising 12 businesses making programmes for television, and content for brands and businesses.

    Rooted in trusted partnerships and the highest quality programmes, we are the go-to production partner for global TV channels, streamers, and brands.

    Our strategy is built on strong organic growth, from a highly diversified portfolio of companies, supplemented by strategic acquisition. Our revenue is of the highest quality with 80% of FY23 turnover coming from returning clients.

    We champion commercial, creative and cultural excellence, attract and retain top talent, and produce content that leads the national and sometimes international conversation, earning numerous awards along the way.

    Everything we produce benefits from the Zinc Platform. This powers all our companies, brings specialist expertise, drives efficiency, improves margins and means we can scale quickly. Our world class technology and remote workflows mean we can produce content from anywhere in the world.

    Zinc boasts a highly experienced management team supported by a strong institutional investor base which is aligned to the company’s long term growth. Join us as we embark on our next chapter, driven by ambition to produce exceptional programming about Life. On Screen.

    Regulatory News

    2024
    22/05/2024 RNS – result of 2024 AGM (SCM) Open Link
    25/04/2024 Results for the year ended 31 December 2023 and Notice of Annual General Meeting Open Link
    15/04/2024 Notice of Interim Results and Investor Presentation Open Link
    22/03/2024 BAFTA TV Awards Nomination Open Link
    07/02/2024 Trading update Open Link
    2023
    27/11/2023 Trading update Open Link
    22/11/2023 TR-1 Notification of major interest in shares Open Link
    14/11/2023 Payment of The Edge earnout and issue of earnout shares Open Link
    27/09/2023 Interim results for the six months ended 30 June 2023 Open Link
    24/08/2023 Director shareholdings Open Link
    05/07/2023 Trading update Open Link
    07/06/2023 Notice of Capital Markets Day Open Link
    25/05/2023 Result of AGM Open Link
    25/05/2023 Trading update Open Link
    22/05/2023 Major contract win Open Link
    26/04/2023 Results for the year ended 31 December 2022 and Notice of Annual General Meeting Open Link
    25/04/2023 Notice of Results and Investor Presentation Open Link
    03/04/2023 £7.3m multi-series contract win Open Link
    07/02/2023 Trading update Open Link
    2022
    13/12/2022 Grant of options Open Link
    21/11/2022 Trading update Open Link
    28/09/2022 Interim results for the six months ended 30 June 2022 Open Link
    24/08/2022 Completion of acquisition Open Link
    24/08/2022 Director shareholding Open Link
    22/08/2022 Result of General Meeting, Issue of Equity and Total Voting Rights Open Link
    17/08/2022 Correction: Investor presentation Open Link
    16/08/2022 Investor presentation Open Link
    04/08/2022 Circular for Proposed Acquisition and Notice of General Meeting Open Link
    03/08/2022 Close of Placing and Retail Offer Open Link
    03/08/2022 Proposed Acquisition and Fundraise Announcement Open Link
    03/08/2022 REX Retail Offer Announcement Open Link
    03/08/2022 Result of Fundraise and Posting of Circular Open Link
    26/05/2022 Result of AGM Open Link
    26/05/2022 Trading update Open Link
    17/05/2022 New BBC commission worth £2.75m Open Link
    10/05/2022 Content Update Open Link
    22/04/2022 Results for the year ended 31 December 2021 and Notice of Annual General Meeting Open Link
    31/03/2022 Notice of results and investor presentation Open Link
    07/02/2022 Trading Update and Capital Markets Day Open Link
    2021
    08/11/2021 Appointment of Zinc Television Managing Director and Grant of Options Open Link
    29/09/2021 Investor Presentation Open Link
    27/09/2021 Interim results for the six months ended 30 June 2021 Open Link
    21/09/2021 Zinc wins largest ever volume series commission Open Link
    14/06/2021 TR-1 Notification of Major Interest in Shares Open Link
    10/06/2021 Director Share Options Open Link
    10/06/2021 Director Shareholdings Open Link
    28/05/2021 Result of AGM Open Link
    28/05/2021 Trading update Open Link
    21/05/2021 AGM update Open Link
    23/04/2021 Investor presentation Open Link
    23/04/2021 Results for the 18 months ended 31 December 2020 and notice of AGM Open Link
    10/02/2021 TR-1 Notification of Major Interest in Shares Open Link
    08/02/2021 Investor presentation – link to recorded presentation Open Link
    02/02/2021 Investor presentation Open Link
    14/01/2021 Trading and Covid 19 update Open Link
    2020
    23/11/2020 TR-1 Notification of Major Interest in Shares Open Link
    20/11/2020 TR-1 Notification of Major Interest in Shares Open Link
    17/11/2020 Issue of equity Open Link
    16/11/2020 Investor presentation Open Link
    16/11/2020 Result of General Meeting Open Link
    28/10/2020 Publication of circular Open Link
    27/10/2020 Proposed placing to raise approximately £4m Open Link
    27/10/2020 Result of placing Open Link
    18/09/2020 Interim results Open Link
    02/09/2020 Court approval of capital reduction Open Link
    27/07/2020 Trading update Open Link
    21/05/2020 Trading and COVID-19 Update Open Link
    18/03/2020 Half-year results Open Link
    26/02/2020 TR-1 Notification of Major Interest in Shares Open Link
    17/02/2020 Director share options Open Link
    13/02/2020 Director Shareholding Open Link
    12/02/2020 Result of General Meeting Open Link
    24/01/2020 Publication of circular Open Link
    17/01/2020 Launch of Placing via Accelerated Bookbuild Open Link
    17/01/2020 Result of placing Open Link
    2019
    12/12/2019 Result of AGM Open Link
    10/12/2019 £4.3m of new TV commissions and improving gross margins Open Link
    06/12/2019 Board change Open Link
    20/11/2019 Tern Television Earnout Open Link
    11/11/2019 Accounting Reference Date, Publication of Annual Report and Notice of AGM Open Link
    01/11/2019 Issue of equity Open Link
    30/09/2019 Preliminary results for the year ended 30 June 2019 Open Link
    10/09/2019 Departure of Chief Creative Officer for Television Open Link
    10/09/2019 £4.8m of new TV commissions Open Link
    02/09/2019 Board changes Open Link
    31/07/2019 Directorate change Open Link
    27/06/2019 New TV commissions Open Link
    13/06/2019 Board changes Open Link
    22/05/2019 TV commissions worth over £5m Open Link
    20/05/2019 Director grant of options Open Link
    23/04/2019 Appointment of Chief Executive Officer Open Link
    28/03/2019 TV series re-commission Open Link
    15/03/2019 Half-year Report Open Link
    13/03/2019 BAFTA award win Open Link
    18/02/2019 International TV Series Commission Award Open Link
    08/02/2019 Board Changes Open Link
    05/02/2019 TR-1 Notification of Major Interest in Shares Open Link
    31/01/2019 TV Series Commission Awards Open Link
    2018
    16/12/2018 Director’s shareholding and grant of options Open Link
    08/12/2018 Director shareholding Open Link
    07/12/2018 Appointment of Chief Executive Officer Open Link
    07/12/2018 Result of AGM Open Link
    09/11/2018 Director shareholding Open Link
    05/11/2018 Board changes Open Link
    05/11/2018 Holding in company Open Link
    02/11/2018 Posting of Annual Report and Notice of AGM Open Link
    30/10/2018 Issue of Equity Open Link
    25/10/2018 International TV Commission Awards Open Link
    27/09/2018 Preliminary results for the year ended 30 June 2018 Open Link
    24/09/2018 TV Commission Awards Open Link
    10/09/2018 Confirmation of appointment of CFO Open Link
    07/08/2018 Announcement re electronic communications Open Link
    20/07/2018 PDMR shareholding Open Link
    18/07/2018 Appointment of CFO Open Link
    08/07/2018 PDMR shareholding Open Link
    25/06/2018 TV Commission Awards Open Link
    07/06/2018 US Agent Deal and TV Commission Awards Open Link
    14/05/2018 Director shareholding Open Link
    08/05/2018 Supplementary note to report and accounts for year ended 30 June 2017 Open Link
    24/04/2018 PDMR shareholding Open Link
    11/04/2018 Director and PDMR shareholding Open Link
    20/03/2018 Director shareholding Open Link
    15/03/2018 Unaudited Interim Results for the period ended 31 December 2017 Open Link
    22/02/2018 Update and Contracts Award Open Link
    15/02/2018 CEO Appointment Open Link

    Investor Alerts

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    Reports & Presentations

    2024
    25/04/2024 Video: Zinc Media Group Annual Report Overview Open Link
    25/04/2024 Zinc Media Group Annual Report And Accounts 31 December 2023 Open Link
    2023
    28/09/2023 Investor presentation: 2023 interim results Open Link
    27/09/2023 Interim results for the six months ended 30 June 2023 Open Link
    06/07/2023 Capital Markets Day – July 2023 Open Link
    04/05/2023 Investor presentation: 2022 full year results Open Link
    26/04/2023 Zinc Media Group Annual Report And Accounts 31 December 2022 Open Link
    2022
    06/10/2022 Investor presentation: 2022 interim results Open Link
    25/08/2022 Investor presentation: acquisition of The Edge Open Link
    28/04/2022 Interim results for the six months ended 30 June 2022 Open Link
    28/04/2022 Investor presentation: 2021 full year results Open Link
    22/04/2022 Zinc Media Group Annual Report And Accounts 31 December 2021 Open Link
    2021
    01/10/2021 Investor presentation given via IMC platform 1 October 2021 Open Link
    27/09/2021 Interim results for the six months ended 30 June 2021 Open Link
    30/04/2021 Investor presentation given via IMC platform 30 April 2021 Open Link
    23/04/2021 Zinc Media Group Annual Report And Accounts 31 December 2020 Open Link
    05/02/2021 Investor presentation given via IMC platform Open Link
    2020
    26/11/2020 Investor presentation given via “Investor Meet Company” platform Open Link
    18/03/2020 Half-year report Open Link
    2019
    11/11/2019 Zinc Media Group Annual Report And Accounts 30 June 2019 Open Link
    25/03/2019 Half Year Report Open Link
    2018
    02/11/2018 Zinc Media Group Annual Report and Accounts 30 June 2018 Open Link
    08/05/2018 Supplementary note to report and accounts for year ended 30 June 2017 Open Link
    15/03/2018 Unaudited Interim Results for the period ended 31 December 2017 Open Link
    2017
    20/11/2017 Zinc Media Group Annual Report and Accounts 30 June 2017 Open Link
    15/03/2017 Unaudited Interim Results for the six months ended 31 December 2016 Open Link

    Research

    Senior Management Team & Board

    Senior Management Team

    Mark Browning

    Chief Executive Officer

    Mark Browning, CEO of Zinc Media Group Plc, leads the UK’s sole television production company listed on the London Stock Exchange. Joining Zinc in April 2019, Browning previously served as Group Managing Director of ITN Productions for a decade, steering the company from near bankruptcy to prominence. His tenure saw landmark achievements including ITN’s first Oscar nomination and collaborations with figures like Queen Elizabeth II and Sir David Attenborough. Prior, Browning transformed Heart London into the UK’s largest commercial radio brand. With a background spanning teaching, journalism, and media leadership, he excels in driving creative and commercial success across diverse sectors.

    Tanya Shaw

    Managing Director TV

    Tanya’s experience spans the full spectrum of factual programming, from popular factual and entertainment to specialist factual and high-end documentaries, as well as being a BAFTA winner. Before joining Zinc Media Group, Tanya was a commissioning editor of Features and Formats at the BBC, Commissioning Editor for Specialist Factual at Channel 4, and Managing Director of Shine TV for six years.

    Olly Strous

    Chief Technology Officer

    Olly was appointed to the newly created role of Chief Technology Officer in 2021 to grow Zinc Media Group’s production capacity and help drive innovation in programme creation and delivery. Previously, Olly was Director of Post-Production at ITN, overseeing the post-production and production technology needs for the whole of ITN Productions. He also led the organisation’s full service post-production business, working with third-party production companies, including ‘I’m a Celebrity… Get Me Out of Here’ and ‘Dancing on Ice’ for ITV, various popular documentary series for Netflix, and Channel 4’s Oscar-nominated ‘For Sama’. Prior to ITN, he held roles at Zig Zag and Fever Media.

    Marjorie Blake-Convey

    CEO – The Edge Picture Company

    Marjorie, affectionately known as Blakey, is CEO of The Edge Picture Company and has been part of the Zinc Media Group’s SMT since The Edge was acquired in August 2022. Blakey joined The Edge’s management team in 1997 following a spell as a consultant. She has since led the company’s business strategy, financial operations, culture, and expansion. She is involved in all aspects of The Edge’s work as well as being a driving force in fostering the company’s familial, friendly, caring culture and leading its DEI initiatives. 

    Previously, Blakey worked with KPMG, PwC, Harrods, and Saatchi & Saatchi, and a major UK independent television production house (now Celador Productions – part of Sony), as well as partnering a buy-in to the Chrysalis Television Group to help supply HBO in the USA with the provision of major European sporting events including Wimbledon Tennis. Blakey’s leadership and management skills have been integral to The Edge’s long-term success and play a key role in the ongoing success of the Zinc Media Group.

    Will Sawyer

    Chief Financial Officer

    Will joined Zinc Media Group in October 2018, having previously been 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 qualified as a Chartered Accountant at Deloitte, where he specialised in media businesses.

    Aileen Dennis

    Managing Director – Commercial Strategy

    Aileen has been an advisor to the broadcast industry since 2006. Her career began at boutique consultancy Human Capital before she went on to launch a consultancy business in 2010. She has worked for broadcasters, producers and regulators around the world. At Zinc she applies her strategic thinking across the group, from evaluating potential acquisition targets to developing commercial growth plans. Aileen also leads the Zinc Communicate division, which comprises business- and brand-funded video, audio, and publishing businesses.

    Harry Bell

    Managing Director – Tern TV

    Harry Bell is the MD of Tern TV, the UK’s leading dual-Nations production company, based in Scotland and Northern Ireland. He’s renowned world-wide as both an innovative creative and canny business leader. Bell has won numerous international awards including The Prix Italia, Cine Golden Eagle and several BAFTA’s. Over 20 years he’s built Tern into a globally acclaimed producer leading the expansion to Zinc in 2018. Expert at working with both emerging and Hollywood talent, front of screen and behind, he backs people first and foremost. Day to day he helps generate the best ideas, sell the smartest shows and tell stories with legacy and impact. Originally from the Highlands of Scotland Bell is an ex-theatre director, gangster movie film-maker and oil rig worker.

    Sadie LaDuc

    Chief People Officer

    Our Chief People Officer, Sadie LaDuc, leads our Human Resource Function and is responsible for driving our people strategy forwards. Passionate about challenging the status quo, Sadie brings 18 years of experience to the Zinc Media Group. She has previously held global leadership roles across Media, Marketing & Tech, guiding companies through global M&A, scaling up start-ups to SMEs and creating high-performing teams. An ardent champion of inclusion, Sadie aims to foster inclusive working environments where employees can thrive, feel empowered, and are given the tools needed to reach their full potential.

    Faye Jackson

    Group Head of Press and Marketing

    Faye joined Zinc Media Group in 2024, taking up a newly appointed role to establish and run the Press and Marketing department for Zinc plc and the 12 businesses under the Zinc umbrella. Previously, Faye was at The Edge Picture Company where she spearheaded the international publicity on projects such as JOUD – a feature length documentary that showcased at Cannes Film Festival. Working with a dynamic team of experts in social media, branding, marketing, and public relations, Faye leverages her extensive experience and insight to execute campaigns that not only stand out, but also set benchmarks across both national, and international broadcasters.


    Non Executive Directors

    Christopher Satterthwaite

    Chairman

    Until 2017, Christopher was Group CEO of Chime Communications, overseeing its sale to Providence Equity in 2015 for £374 million, having grown the business to a global sports entertainment and communications group employing over 2,500 people in 27 countries and delivered £250 million in shareholder value during his tenure. Christopher is currently chairman of AIM-quoted technology group Access Intelligence and Spacehive, a private technology start-up, and was a non-executive director of Centaur Media plc from 2007 to 2015. He was awarded an C.B.E. for services to the arts in 2017.

    Nicholas Taylor

    Non Executive Director

    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 consults to a range of growing businesses.

    Andrew Garard

    Non Executive Director

    Andrew was previously Group Legal Director and Company Secretary for ITV plc, having spent over a decade at the company, where he was also a Board member of ITV plc and chairman of ITN. While at ITV, Andrew was responsible for an international team overseeing global legal and business affairs. He helped lead ITV’s rapid expansion in the UK production market and ITV Studios’ expansion into the USA. During this period, he also had management responsibility for ITV’s Interactive Business. Prior to ITV, Andrew held various General Counsel roles, including at Cable and Wireless plc and Reuters Asia, and positions at legal firms, including Clifford Chance, Freshfields and LeBoeuf, Lamb, Greene & MacRae.


    Aim Rule 26

    Last Update22 March 2024
    Stock CodeZIN.L
    Year End31st December
    No of Shares In Issue22,765,327
    Shares not in public hands50.33%
    Country of IncorporationScotland
    Registered Address4th Floor, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN
    Company NumberSC075133
    Main Country of OperationEngland
    Date Listed31st July 2001
    Index MarketAIM

    Listed on the AIM market of the London Stock Exchange, Zinc Media Group plc is an award winning, critically acclaimed television and content creation group. The Group operates as two divisions – Television and Content Production.

    Television

    Our television companies are best in class for producing popular, impactful and innovative programmes across a wide range of factual genres for UK and international channels. The award-winning and critically acclaimed television labels comprise Brook Lapping, Red Sauce, Supercollider, Tern Television, Rex and Atomic, along with Bumblebee Post Production.

    Content Production

    The Edge Picture Company produces film content for brands and corporates in the UK, Qatar and other international markets. Zinc Communicate specialises in developing cross-platform content for brands, businesses and rights holders. Content creation includes video production, graphics and animation, advertising sales and distribution, and these businesses build value for customers through positive engagement with its audience.

    Overall strategy and KPIs The focus of the Group and its planned strategies is to increase, enhance and deliver quality, diverse and increasing digital content across a range of mediums. The key KPIs agreed by the Board are:

    • Profitability assessed by key measures including gross and net profit margins
    • Synergistic diversification of services
    • Cash generation
    • Strong pipeline of revenue opportunities
    • Enhanced overall performance
    • Employee engagement
    • Investment opportunities

    Current Constitutional documents: read the articles HERE.

    Details of any restrictions on the transfer of securities: there are no restrictions on the transfer of securities.

    Financial information: read more about financial information HERE.

    Number of shares in issue: 22,765,327. There are no shares held in treasury. The Company has not applied or agreed to have any of its securities (including its AIM securities) admitted or traded on any other exchanges or trading platforms.

    Takeovers and Mergers: The company is subject to the UK City Code on Takeovers and Mergers

    As at 31 December 2023 the following shareholdings each represent 3% or more of the current issued share capital:

    No. of ordinary shares%
    Herald Investment Trust plc8,383,72636.83
    Canaccord1,925,3338.52
    Premier Miton1,879,4698.26
    Edale Europe Absolute Master Fund1,095,9324.81
    Ruffer Investment Management1,016,6654.47
    EdenTree Investment Management1,000,0004.39
    John Booth and The John Booth Charitable Foundation914,4734.02

     

    Shareholder circular re proposed acquisition of The Edge Picture Co Ltd & proposed placing (PDF) Last updated: 11 October 2022 Click HERE to download.

    Shareholder circular relating to proposed placing of £4.0 million (gross). Last updated 28 October 2020. Click HERE to download (pdf).

    Reduction of capital – notices regarding the court petition can be downloaded (pdfs) HERE and HERE. The court approval for the reduction of capital can be found HERE. Last updated 3 September 2020.

    Shareholder circular relating to proposed placing of £3.5 million (gross), preference share conversion, debt conversion, debt variation, share consolidation, article amendments and share consolidation. Last updated 24 January 2020. Click HERE to download (pdf).

    Associated documents can be downloaded as follows:

    1. Memorandum and articles of incorporation of the Company – download HERE
    2. Audited accounts of the Company for the 12 months ended 30 June 2019 and 30 June 2018 – download HERE and HERE
    3. Audited accounts of Herald for the 12 months ended 31 December 2018 – download HERE
    4. The unaudited interims of Herald for each of the 6 months ended 30 June 2019 and 30 June 2018 – download HERE and HERE
    5. The consent letter from N+1 Singer – download HERE
    6. The consent letter from Peterhouse – download HERE

    Shareholder letter re: electronic communication (PDF) Last Updated: 7 August 2018 Click HERE to download

    Shareholder circular re proposed acquisition of Tern Television & proposed placing (PDF) Last updated: 25 October 2017 Click HERE to download

    Shareholder circular (PDF) Last Updated: 28 October 2016 Click HERE to download

    Admission document (PDF) Last Updated: 17 June 2015 Click HERE to download

    Country of incorporation and main country of operation

    Zinc Media Group plc, a company incorporated in Scotland under company number SC75133 Registered office: 4th Floor, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN

    Main country of operation: UK

     

    Articles of Association: click HERE to download.

    Corporate Governance Code

    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 applied 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 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 and senior management. 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 profitability. Transparency in verbal and written communication is also paramount both from an outward looking perspective with shareholders, customers, suppliers and other external stakeholders and with employees and project teams from an internal perspective.

    The following things help the Board assess the corporate governance culture of the Group:

    • The Board reviews the principles of incentivisation schemes to ensure that senior management are aligned with corporate strategy;
    • The Board has visibility of many of the key communications with stakeholders;
    • Senior management provide the Board with verbal updates on their business units; and
    • The Board has a high proportion of Executive Director representation which means communication and feedback between the business and the Board is well established.

    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.

    Christopher Satterthwaite, Chairman

    Last updated November 2022

    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 in the Strategic Report.

    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
    • Through statutory meetings of shareholders which provide the opportunity for shareholders to ask questions or voice concerns.
    • Through presentations to investors, such as via the Investor Meet Company platform, to provide a more informal forum for questions and answers.
    • Through regular interactions on social media to keep stakeholders up-to-date on commercial developments
    • Through an open-door policy where Mark Browning, the Company’s CEO, will respond to emails or telephone call from shareholders.

    Engagement success is measured by feedback from institutional and retail shareholders to this written and verbal communication, which remains positive, in addition to the willingness of shareholders to repeat these interactions and engage with the various communication channels.  The success of this objective has been realised through active dialogue over the past year with over 85% of shareholders (by percentage of shares held), including institutional and retail shareholders.

    The company manages shareholder liaison using its own resources and in conjunction with its corporate advisors.  The key points of contact for shareholder liaison are the Company’s CEO, Mark Browning, CFO Will Sawyer and Chairman Christopher Satterthwaite.

    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 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 audit & risk committee which reports to the Board on at least a bi-annual basis.

    The Company obtains feedback from internal stakeholders through regular management and internal team meetings, employee surveys, 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 (as set out above) and customers. As repeat business is essential for the Group’s success, project teams have regular interactions with the customer at the inception of each 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 the extended business, including the company’s supply chain, from key suppliers to end-customer, in addition to wider economic, political, social and technological developments. 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 in the ‘Principal Risks and Uncertainties’ section.

     

    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, Christopher Satterthwaite, 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 is supported by committees (e.g. audit & risk, remuneration) whose members 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. A board evaluation was last carried out in February 2021.

    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 & Risk Committee

    Role of Remuneration Committee

    Matters Reserved for the Board

    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 Non-Executive Directors 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.

    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, two executive directors and 2 independent non-executive directors (NEDs). Given its size, the Company does not consider it to be necessary to designate a senior independent director. 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 the Company, which is chaired by Christopher Satterthwaite, 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.
    • Approval of policies including code of conduct, share dealing code, bribery prevention policy, health and safety policy.
    • Actual or potential conflicts of interest relating to any Director.

    Role of Audit & Risk Committee

    The audit & risk 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 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 internal financial controls.

    It 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 & risk committee also has a key role in the oversight of the effectiveness of the risk management and internal control systems of the Company. This includes regular reviews of the Group’s risk appetite and risk register, making any recommendations arising from its reviews to the Board.

    Members:

    • Nicholas Taylor (Chairman of the Audit Committee)
    • Christopher Satterthwaite

    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 consider 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:

    • Andrew Garard (Chairman of the Remuneration Committee)
    • Christopher Satterthwaite

    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. 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 Christopher Satterthwaite, 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.
    • Approval of policies including code of conduct, share dealing code, bribery prevention policy, health and safety policy.
    • Actual or potential conflicts of interest relating to any Director.

    Zinc Media Group plc has five board members, of whom one is Chairman, two executives and two non-executives. The board formally meets around six times a year, as well as numerous informal discussions. To view our board members visit SMT & Board.

    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 and CFO together with the Managing Directors of each business unit, the Group HR Director and the Director of Operations.

    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:
    • Nicholas Taylor (Chairman of the Audit Committee)
    • Christopher Satterthwaite

    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:
    • Andrew Garard (Chairman of the Remuneration Committee)
    • Christopher Satterthwaite

    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.

    Registrars
    Link Group
    10th Floor
    Central Square
    29 Wellington Street
    Leeds
    LS1 4DL

    Nominated Advisor & Broker
    Singer Capital Markets
    One Bartholomew Lane
    London
    EC2N 2AX

    Bankers
    Barclays Bank plc
    1 Churchill Place
    Canary Wharf
    London
    E14 5HP

    Auditors
    RSM UK Audit LLP
    25 Farringdon Street
    London
    EC4A 4ABndon
    EC4A 4AB

    Solicitors
    CMS Cameron
    McKenna Nabarro Olswang LLP
    Cannon Place
    78 Cannon Street
    London
    EC4N 6AF

    Financial PR
    IFC Advisory Ltd
    24 Cornhill
    London
    EC3V 3ND