Company Info

Company Overview

System1 Group PLC is a marketing and brand consultancy, with proprietary market research and advertising solutions grounded in the principles of behavioural science. Since 1999, we have been translating breakthroughs in psychology, behavioural economics and the social sciences into online research and advertising techniques that better understand and predict human behaviour.

The Company specialises in helping clients with their communication and innovation programmes, and works with many of the world's largest buyers of advertising and market research. The Company's innovative solutions have gained notice in the industry, which has come to regard System1 Group PLC as a thought leader and change agent.

System1 Group was founded by CEO John Kearon, and has been traded on the London Stock Exchange (AIM) since 2006. The Company is headquartered in the United Kingdom, and has offices in the United States, Switzerland, Germany, the Netherlands, France, Brazil, Singapore, Australia and China.

What We're About

The most important trend in the marketing and research industry right now involves our understanding of how people make decisions. The research industry – like most businesses – has tended to assume that people are independent decision makers who make choices consciously and rationally, and are able to articulate why.

A growing body of evidence – mostly from behavioural economics and social psychology – makes it clear this assumption is wrong. As articulated by Nobel Prize winner Daniel Kahneman, people’s choices are often unconscious and highly influenced by their social, personal and environmental context, or something he calls System 1 versus System 2 thinking. We humans are unreliable witnesses and predictors of our own behaviour. We make emotional decisions and tend to post rationalize our behaviour, which might have nothing to do with triggers measured in traditional market research.

Research is changing to take this into account, with innovative agencies like System1 Group PLC at the vanguard. Modern research focuses more on observed behaviour than on self-reporting, more on emotional response than on recalled information, and more on experiments in changing behaviours than reports which poorly reflect them.

These changes in the focus of research go hand in hand with technological shifts that enable us to innovate more easily and efficiently. Mobile devices, for instance, let us capture behaviour when it happens, rather than relying on after-the-fact reporting. Social media lets us create richer and more insightful pictures of respondents than abstract segmentation could ever provide. The alliance of research innovation and technology works both ways – by studying emotion, for instance, we can unlock crucial insights about what makes online content “go viral”.

System1 Group PLC offers a range of tools that embody these trends in research. Our Predictive Markets tool uses the “wisdom of the crowd” to identify winning concepts. Our Ad-testing tool looks at the emotional impact of advertising, and has proven better at identifying efficient, high-return advertising than traditional persuasion-based metrics. These tools have been instrumental in our being named – by clients and competitors – the most innovative research agency in the annual GRIT survey in 2010, 2011, 2012, 2013, 2014, 2015 and 2016 and in driving our mission: making brands famous.

Board of Directors

Audit Committee

Our audit committee is responsible for ensuring the financial performance of System1 Group is properly monitored and reported on, reviewing System1 Group’s financial systems and controls, and its financial reporting procedures. Its members are:

Audit Committee Terms of Reference

The Committee’s main role and responsibilities are to: monitor the integrity of the financial statements of the Group; review the Group’s internal financial controls and risk management systems; make recommendations to the Board, for it to put to the shareholders for their approval in relation to the appointment of the external auditor and to approve appropriate remuneration and terms of reference for the external auditor; discuss the nature, extent and timing of the external auditor’s procedures and discussion of external auditor’s findings; monitor and ensure the external auditor’s independence and objectivity and the effectiveness of the audit process; develop and implement policy on the engagement of the external auditor to supply non-audit services; and report to the Board, identifying any matters in respect of which it considers that action or improvement is required; and ensure a formal channel is available for employees and other stakeholders to express any complaints in respect of financial accounting and reporting.

Remuneration Committee

Our remuneration committee is responsible for determining the specific remuneration and incentive packages for each of the company's executive directors and keeping under review the remuneration of and benefits of all executive directors and senior executives and managers. Its members are:

The full terms of reference for both the audit committee and the remuneration committee are available at our Registered Office, 10-12 Russell Square, London WC1B 5EH.

Governance

Corporate Governance

The Board of System1 Group PLC is committed to high standards of corporate governance, which it considers is a pre-requisite to support the growth and ambitions of the Group. Whilst it is not a requirement for companies listed on the Alternative Investment Market ('AIM') to comply with all the provisions in the UK Corporate Governance Code, the Board takes the Code seriously. The Group also places particular importance on the guidelines issued by the Quoted Companies Alliance for AIM Companies. There are areas where the Group is not in compliance with the UK Corporate Governance Code but the Directors believe that full compliance is not practicable for a company of System1 Group’s size and at its stage of development. The Board has committed to reviewing compliance with the Code regularly.

Our governance procedures are further detailed in the Corporate Governance Report in our 2015 Annual Report.

System1 Group PLC is subject to the UK City Code on Takeovers and Mergers.

Advisors

Nominated Advisor and Broker

Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR

Independent Auditor

Grant Thornton UK LLP
202 Silbury Boulevard
Central Milton Keynes
MK9 1LW

Registrar

Link Asset Services
PXS1, 34 Beckenham Road
Beckenham, Kent
BR3 4ZF

General Information

Registered office
System1 Group PLC
Russell Square House
10-12 Russell Square
London
WC1B 5EH

Registered Number: 5940040

Date of incorporation: 19 September 2006 (the date of incorporation of the principal operating subsidiary, BrainJuicer Limited, was 29 December 1999)

Country of incorporation and principal country of operation: England and Wales

Constitutional Documents

Corporate Structure