5. Maintain the Board as a well-functioning, balanced team led by the Chair
The Board currently comprises of two Non-executive Directors and two Executive Directors who are responsible for the management of the Group.
The members of the Board have a collective responsibility and legal obligation to promote the interests of the Group and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chair of the Board.
The Board consists of four directors of which two are executive and two are independent non-executives. The Board is supported by three committees: audit, remuneration and nomination. The Board will consider appointing additional non-executive directors as its business expands.
Non-executive directors are required to attend 12 Board and Board Committee meetings per year (in Ashby de la Zouch or London) and to be available at other times as required for face-to-face and telephone meetings with the Executive Team and investors.
Meetings held during the period under review and the attendance of Directors is summarised below:
|Board meetings||Audit Committee||Remuneration Committee|
The Board has a schedule of regular business, financial and operational matters, and each Board Committee has compiled a schedule of work to ensure that all areas for which the board has responsibility are addressed and reviewed during the course of the year. The Chairman is responsible for ensuring that, to inform decision-making, directors receive accurate, sufficient and timely information. The CEO compiles the Board and Committee papers which are circulated to Directors prior to meetings. The Company Secretary provides minutes of each meeting and every Director is aware of the right to have any concerns minuted and to seek independent advice at the Group’s expense where appropriate.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
All four members of the Board bring relevant sector experience in media and technology, three have at least nine years of public markets experience and two members are chartered accountants. The Board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its strategy. Directors attend seminars and other regulatory and trade events to ensure that their knowledge remains current.
For more information and biographies of Directors, please visit: Board of Directors.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
A Board evaluation process led by the Chairman takes place at least annually. It consists of informal discussions relating to contributions made, roles to be fulfilled and effectiveness in a number of areas including general supervision and oversight, business risks and trends, succession and related matters, communications, ethics and compliance, corporate governance and individual contribution.
We will be considering the use of external facilitators in future Board evaluations however based on our current scale of operations and the frequent contact that exists between all Board members maintaining our current approach is considered the more appropriate and effective form of evaluation.
As the business expands, the Executive Directors will be challenged to identify potential internal candidates who could potentially occupy board positions and set out development plans for these individuals.
8. Promote a corporate culture that is based on ethical values and behaviours
The Board oversees and participates in a culture of innovation and development in order to delight our customers. By providing the teams within Journeo with clear, deliverable goals and the tools with which to complete the job, the Company management aims to create a culture where the needs of the customer are paramount.
Individual team members are encouraged to enhance their skills through external courses and internal, mentored development in order to deliver an ever-growing range of solutions and capabilities for our broad range of customers. Teamwork is encouraged with external activities, such as charity fundraising and other company events.
We strive to create an inclusive workplace that promotes and values diversity. Companies that are diverse in age, gender identity, race, sexual orientation, physical or mental ability, ethnicity, and perspective are proven to be more innovative and better positioned to succeed.
The culture of the Group is characterised by these values which are communicated regularly to staff through internal communications and forums.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board provides strategic leadership for the Group and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the business, and defining the strategic goals that the Group implements in its business plans. The Board defines a series of matters reserved for its decision and has approved terms of reference for its Audit and Remuneration Committees to which certain responsibilities are delegated. The Chair of each Committee reports to the Board on the activities of that Committee.
The Audit Committee monitors the integrity of financial statements, oversees risk management and control and reviews external auditor independence.
The Remuneration Committee sets and reviews the compensation of Executive Directors including the setting of targets and performance frameworks for cash and share-based awards.
The Operations Committee, consisting of the Executive Directors and senior management, operates as a management committee, chaired by the CEO, which reviews operational matters and performance of the business, and is responsible for significant management decisions while delegating other operational matters to individual managers within the business.
The Chairman has overall responsibility for corporate governance and in promoting high standards throughout the Group. They lead and chair the Board, ensuring that committees are properly structured and operate with appropriate terms of reference, ensures that performance of individual directors, the Board and its Committees are reviewed on a regular basis, leads in the development of strategy and setting objectives, and oversees communication between the Group and its shareholders.
The CEO provides coherent leadership and management of the Group, leads the development of objectives, strategies and performance standards as agreed by the Board, monitors, reviews and manages key risks and strategies with the Board, ensures that the assets of the Group are maintained and safeguarded, leads on investor relations activities to ensure communications and the Group’s standing with shareholders and financial institutions is maintained, and ensures that the Board is aware of the views and opinions of employees on relevant matters.
The Executive Directors are responsible for implementing and delivering the strategy and operational decisions agreed by the Board, making operational and financial decisions required in the day-to-day operation of the Group, providing executive leadership to managers, championing the Group’s core values and promoting talent management.
The Independent Non-executive Directors contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinise the performance of management, provide constructive challenge to the Executive Directors and ensure that the Group is operating within the governance and risk framework approved by the Board.
The matters reserved for the board are:
- Setting long-term objectives and commercial strategy.
- Approving annual operating and capital expenditure budgets.
- Changing the share capital or corporate structure of the Group.
- Approving half-year and full-year results and reports.
- Approving dividend policy and the declaration of dividends.
- Approving major investments, disposals, capital projects or contracts.
- Approving resolutions to be put to general meetings of shareholders and the associated documents or circulars.
- Approving changes to the Board structure.
The Board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor the suitability of this code on an annual basis and revise its governance framework as appropriate as the Group evolves.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
In addition to the investor relations activities described above, the following Audit and Remuneration Committee reports are provided.
Audit Committee Report
During the year, the Audit Committee has continued to focus on the effectiveness of the controls throughout the Group. The Audit Committee consists of Mark Elliott, Chair, and James Cumming. The Committee met twice, and the external auditor, the CEO and CFO were invited to attend these meetings. Consideration was given to the auditor’s pre- and post-audit reports and these provide opportunities to review the accounting policies, internal control and the financial information contained in both the annual and interim reports. The Committee also met with the auditors with no executives present.
Remuneration Committee Report
The remit of the Remuneration Committee is to determine the framework, policy and level of remuneration, and to make recommendations to the Board on the remuneration of Executive Directors. In addition, the Committee oversees the creation and implementation of all-employee share plans. The Remuneration Committee consists of James Cumming, Chair, and Mark Elliott. The Committee met twice.
In setting remuneration packages, the Committee ensured that individual compensation levels, and total board compensation, were comparable with those of other AIM-listed companies.
The Nomination Committee
The Nomination Committee comprises James Cumming and Mark Elliott, who is its Chairman. It meets as necessary and is responsible for making recommendations to the Board on the appointments of Executive and Non-executive Directors. When required, it is the usual practice of the Nomination Committee to employ specialist external search and selection consultants to assist in the appointment process for new Executive and Non-executive Directors.
Election and re-election of Directors
All Directors of the Company are subject to election by shareholders at the first Annual General Meeting following their appointment by the Nomination Committee. Thereafter each Director is subject to re-election by rotation at intervals of no more than three years.