Corporate Governance

The Company is listed on the Alternative Investment Market of the London Stock Exchange ("AIM"). As an AIM company the Company can elect which corporate governance code to follow.

The Company has decided to follow the Quoted Companies Alliance Corporate ("QCA") Governance Code (the "QCA Code"). The QCA Code applies the principles of the UK Corporate Governance Code to small and medium-sized quoted companies, and is a comprehensive yet practical code for the Company to follow.

The Board of Directors ("the Board") is committed to complying with both the letter and the spirit of the QCA Code. It believes that good governance is an essential basis on which to build its business and to sustain it over the long-term. The scope of the Company's governance covers the interests of its shareholders, lenders, employees, clients, suppliers and, to the degree it can influence them given its size, the communities in which it operates. The Company endeavours to be fair and transparent in its dealings and communications with all stakeholders.

The Board believes that it complies with all of the principles of the QCA Code (and their application).

The Board

The Board comprises four Non-Executive Directors including the Non-Executive Chairman, and two Executive Directors, and has a mix of leadership, marketing and financial skills and experience:

  • Graham Blashill - Non-Executive Chairman, appointed on 18 July 2012 (became Chairman on 25 July 2018);
  • Robert Brand - Non-Executive Director, appointed on 5 January 2012 (became Senior Independent Director on 25 July 2018);
  • Sophie Tomkins - Non-Executive Director, appointed on 11 June 2018;
  • Jane Wakely - Non-Executive Director, appointed on 23 July 2018;
  • John Kearon - Chief Executive Officer, appointed on 5 July 2006; and
  • James Geddes - Chief Financial Officer and Company Secretary, appointed on 5 October 2006.

Alex Hunt, President of the Research Business was appointed as an Executive Director on 7 February 2017 and resigned with effect from 30 September 2018.

The Board considers each of the Non-Executive Directors to be independent, for the following principal reasons:

  • They all have served on the Board for less than nine years;
  • Their remuneration is not material in the context of their financial circumstances;
  • They have no executive role;
  • They each own an immaterial number of shares in the Company in the context of their financial circumstances (or in some cases, no shares);
  • They are not related to either of the Executive Directors; and
  • They have no conflict of interest given their other roles and business activities.

The Company Secretary is also the Chief Financial Officer, as is the case with other companies of a similar size and complexity. It plans to split the roles when it reaches a size which warrants it.

The Board operates an induction programme for new Non-Executive Directors, reviews its AIM obligations with its Nominated Advisor annually, and endeavours to keep up with best practice governance via QCA seminars and training material.

The Board schedules regular monthly meetings during the year, with the exception of July or August, and additional ad hoc meetings as required.

Roles

The Chairman is responsible for leading the Board, setting its agenda and monitoring its effectiveness. The role of the Non-Executive Directors as a whole is to supportively challenge and help to develop the direction of the business, and also to assess the performance of management. The role of the Executive Directors is to manage the day-to-day business activities and implement the strategy. There is a clear division of responsibilities between the Chairman and the Chief Executive Officer, and the responsibilities of each are set out here.

Matters Reserved For The Board

The Board discusses and reviews all matters and issues which are important to the business. Certain decisions are reserved for the Board and they can be found here.

Appointment of Directors

The Board formally approves the appointment of all new Directors. Each year at the Annual General Meeting, all Directors retire by rotation and are subject to re-election.

Information Summary

Management provides the Board with information on the Company’s performance and appropriate information relating to the agenda prior to Board and Committee meetings.

Audit Committee Terms of Reference

The Audit Committee is responsible for ensuring the financial performance of the Company is properly monitored and reported on to shareholders, reviewing the Company's financial systems and controls, and overseeing the Company's risk management. Its members are:

  • Robert Brand - Chairman of the Audit Committee
  • Graham Blashill
  • Sophie Tomkins

The Audit Committee’s 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;
  • 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.

The Audit Committee schedules two regular formal meetings per year and meets at other times as necessary.

Remuneration Committee Terms of Reference

The 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 senior executives and managers and overall pay levels of all employees. Its members are:

  • Graham Blashill - Chairman of the Remuneration Committee
  • Robert Brand
  • Sophie Tomkins

The Remuneration Committee's role and responsibilities are to:

  • Set the remuneration and incentive schemes of Executive Directors (in the case of the Chief Financial Officer, in conjunction with the Chief Executive Officer), including pension rights, other benefits and any compensation payments, ensuring that no Director is involved in any decisions as to their own remuneration;
  • Review and approve the level and structure of remuneration and incentive schemes for senior management;
  • Select, appoint and set the terms of reference for any remuneration consultants who advise the Committee;
  • Approve the payments to Directors under any performance-related pay or share schemes operated by the Company;
  • Ensure that contractual terms on termination of any Director are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised;
  • Approve any major changes in employee benefits structures throughout the group;
  • Approve the policy for authorising claims for expenses from the Directors.

The Remuneration Committee schedules two formal meetings per year and meets at other times as necessary.

Board Evaluation

The Board will be undertaking a review of its effectiveness for the first time, in the Company's 2018/19 financial year.  The Board will carry out further reviews of its effectiveness on an annual basis and will consider using an external adviser.  The Company envisages that this evaluation process will bring to light possible changes which could make the Board’s activities and administration more effective and efficient, and will seek to implement them in an effort to continuously improve.

The Board Evaluation will cover the following areas:

  • the manner in which the Board is run, and operates as a team;
  • the skills experience and independence of the Board;
  • the strategy of the business;
  • the risks to the business;
  • the Company's ethical values and behaviours; and
  • engagement with shareholders and other stakeholders.

Succession Planning

Succession planning for appointments to the Board and to senior management is carried out in the following way.
The Board, led by the Chairman, carries out ongoing assessments as to the succession needs and planning of the Board. Such assessments include reviewing the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position. Such succession planning involves identification and nomination of candidates to fill Board vacancies as and when they arise, using external recruitment consultants.

Senior management appointments are made by the Executive Directors, who carry out ongoing assessments of succession needs and skills gaps across the business. Key appointments are overseen by the Remuneration Committee.

Shareholder Communications

Details of the Company’s major shareholders can be found here. The Board endeavours to keep all interested shareholders informed by regular announcements and update statements. The Executive Directors meet regularly with institutional shareholders to understand their needs and expectations. They invite, and regularly receive, shareholder feedback and report it back to the Board. Other methods of communication are:

  • Annual General Meetings;
  • Broker briefings;
  • Corporate website; and
  • Letters to shareholders when appropriate.

The Chairman and Senior Independent Director are available to meet with institutional shareholders on any concerns or issues in relation to governance, board composition, or executive director remuneration.

Shareholders who wish to contact the Company can email investorrelations@system1group.com.

The results of AGM resolutions over the last three years can be found here. Historical annual reports can be found here, and notices of General Meetings here.

Other Stakeholders

The prime stakeholders of the business, in addition to shareholders, are clients, employees, and suppliers.

The Company undertakes regular client feedback surveys (conducted by a third party) and employee feedback surveys (conducted anonymously). The results of both are shared with the Board, and actions are taken to address the issues raised. Employee feedback survey results are shared transparently with all employees.

Actions taken following client and employment feedback have included:

  • tailoring product development;
  • adjusting the Company's articulation of its value proposition to clients and employees; and
  • changing the way the Company communicates with its employees.

In addition, the Company maintains a senior level dialogue with its key strategic suppliers.

Advisors

All Directors can access the Company’s advisors and obtain independent professional advice at the Company’s expense in performance of their duties as Directors. The Audit Committee works with the Company’s auditor, Grant Thornton. The Board liaises regularly with the Company's Nominated Advisor, Canaccord Genuity to ensure compliance with AIM Rules.

Strategy

All directors are familiar with the market in which the Company is operating, the Company's value proposition, and its strategic intent.

The Board actively participates in setting, and regularly reviewing, the strategy of the business, and in how it is communicated in its Annual Report and Accounts. The Company sets out its strategy within the Chairman's Statement, the Chief Executive's Statement, and the Business and Financial Review of its Annual Report and Accounts, the latest of which can be found here.

Risk Management

The Board reviews the risks facing the business on a regular basis. The identified principal risks and uncertainties are outlined in the Business Risk Review section of the Annual Report and Accounts, which can be found here.

Key Control and Procedures

The Board is responsible for the Group's system of internal controls and risk management, and for reviewing the effectiveness of these systems. These systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives, and to provide reasonable, but not absolute assurance against material misstatement or loss.

The key features of the Group's internal controls are described below:

  • clearly-defined organisational structure with appropriate delegation of authority;
  • comprehensive budgeting programme with an annual budget approved by the Board;
  • regular review by the Board of actual results compared with budget and forecasts;
  • regular reviews by the Board of full year expectations;
  • detailed budgeting and monitoring of costs incurred on the development of new products;
  • a limited number of directors and executives authorised to make payments and commit the company to legal agreements;
  • regular reviews of client and employee feedback;
  • information security controls.

Auditor Independence

The Audit Committee reviews the auditors' independence on a regular basis, and takes the following into account:

  • the auditors' objectivity and independence in the provision of non-audit services to the Company by the use of separate teams to provide such services;
  • the amount of audit and non-audit fees;
  • the duration of time during which the audit partner has been leading the audit;
  • the audit planning and audit findings reports.

Corporate Culture

The Company endeavours to maintain a culture built on integrity. In order to surface unethical or deceitful behaviours, it promotes openness amongst its employees, provides channels for employees to feed back concerns to the Executive Directors and the Board (such as anonymous employee feedback surveys), and conducts exit interviews.

Share Dealing Code

The Company has adopted a share dealing code for Directors and applicable employees, together with a group wide employee dealing policy in compliance with the EU Market Abuse Regulation and Rule 21 of the AIM Rules.

This information was last updated on 26 September 2018.