Introduction and overview
With effect from 28 September 2018, all AIM traded companies are required to have and apply a recognised corporate governance code.
This development is welcomed by the members of the board at Mporium Group plc (the “Board”), all of whom believe in the value and importance of good corporate governance and in our accountability to all our stakeholders, including shareholders, staff, clients and suppliers.
After careful consideration, we have decided to adhere to the Quoted Companies Alliance’s Corporate Governance Code for small and mid-size quoted companies (as revised in April 2018 to meet the new requirements of AIM Rule 26 (the “QCA Code”). This provides a recommended approach to governance and sets out ten principles that focus on the pursuit of medium to long-term value for shareholders, without stifling entrepreneurial spirit.
However, we understand that good corporate governance involves more than simply adopting a particular code. It requires strong leadership by a balanced, dynamic and accountable board; a positive culture that is set by the executives and which permeates throughout the organisation, the introduction and operation of appropriate systems and a strong culture of risk management. All of these elements combine to help us achieve our goal of delivering sustainable growth in shareholder returns.
The main aim of this section of the website is to demonstrate how the above requirements have been, and will continue to be, satisfied by the Company and its Board. It does this by looking at each of the ten broad principles contained in the QCA Code and explains how they are reflected in the corporate governance framework by which the Company operates. In the Board’s view, this framework does not differ in any material respects from the expectations set by the QCA Code.
Further information on our corporate governance arrangements, which are reviewed regularly (and at least annually), will also be provided in our next annual report.
Current Board structure
The Board currently consists of four directors, being an Executive Chairman, CEO and two independent non-executive directors. The Board continues to consider whether it would be appropriate to seek to appoint additional non-executive and / or executive directors, but at this time believes that appropriate oversight of the Group is provided by the currently constituted Board.
Details of the roles undertaken by each of the directors (including an explanation of the different committees on which they sit) are provided later in this section. The relevant disclosure also confirms that, in my role as Executive Chairman, I have overall responsibility for corporate governance and in promoting high standards throughout the Group.
Key corporate governance activity in the past 12 months
The past 12 months have seen a number of changes to the individuals appointed to the Board.
On 8th August 2017, after nearly two intensive years as Chairman throughout the Group’s crucial foundation phase, Nigel Walder left the business and I stepped into the role of Executive Chairman. Nelius De Groot joined the Board as CEO after two years as Chief Operating Officer. Additionally, Richard Gordon stepped down from his role as Finance Director, and left the Group at the end of September 2017. On 23rd February 2018, Staale Bjornstad, non-executive director, stood down from the Board and Nicholas (Nick) Bertolotti was appointed as a non-executive director of the Group.
This disclosure was last reviewed and updated on 16th October 2018
Application of the QCA Code’s ten principles
Mporium has set out below the ten principles of the QCA code and explains how the Board considers them to be met within the business.
1. Establish a strategy and business model which promotes long-term value for shareholders
Mporium is a technology business at the forefront of the transformation in digital marketing. Our proprietary technology enables advertisers, and the agencies that serve them, to identify and monetise the events that Google calls “Micro-Moments”. These moments occur when real-world stimuli change levels of consumer engagement, and while these stimuli occur constantly, the majority are unpredictable and very difficult to monetise.
Mporium’s IMPACT platform operates across search, social and display media advertising venues, optimising digital advertising outcomes for advertisers. Performance is achieved using a range of Signals to manage, in real-time, the pricing, timing and selection of creative content for digital advertising campaigns. IMPACT monitors Signals in real-time, makes informed data-driven Decisions, and executes the relevant Actions that capitalize on the identified opportunities.
The source of these Signals includes TV, Sports, Weather, News and Social Media. These provide in real-time, the source of events that drive consumer digital engagement. Understanding the consumer’s response to real-world stimuli is of critical importance to many parties, including brands, creative agencies, out-of-home media owners, management consultancies and broadcasters.
The effect of the implementation of General Data Protection Regulation (GDPR) in May 2018, is only beginning to be felt by the advertising industry. This regulation provides IMPACT with a strategic advantage, as the product does not store or access any personal data. As the effects of GDPR on advertising performance are fully understood by brands and agencies, IMPACT is positioned to deliver a performance overlay that uses events rather than personal data to drive campaign performance.
2. Seek to understand and meet shareholder needs and expectations
Mporium is committed to communicating openly with our shareholders to ensure that our strategy and performance are clearly understood. We principally communicate with shareholders through the annual report and accounts, full year and half year announcements and the annual general meeting. Where necessary, the Board takes appropriate steps to understand the concerns of shareholders who feel unable to support any resolutions proposed at a general meeting of the Group.
We also work closely with our Nominated Adviser to maintain an active dialogue with institutional shareholders, private shareholders and analysts through a separate programme of investor relations carried out during the year.
Investors also have access to current and historic information through its website, www.mporium.com, this information is held for a minimum of 5 years, and via Barry Moat, Executive Chairman, who has overall responsibility for shareholder liaison and is available to answer investor relations enquiries.
3. Take into account wider stakeholder and social responsibilities
The Board recognises that engaging with our wider stakeholder group strengthens our relationships and helps us to make better decisions in delivering on our long-term commitments to shareholders.
The table below sets out details of the key stakeholder groups that have been identified as critical to the Group and explains the methods by which they are engaged.
The Board is regularly updated on the engagement process, including any feedback received.
|Staff||As a highly innovative organisation, our staff are key to the development and growth of the business. It is important to ensure staff understand the strategy so that there is operational alignment and the promotion of a culture of continuous innovation.||
|Clients||Understanding current client requirements and anticipating changes in their needs and the wider market landscape, allows us to develop new and enhanced services.||
|Suppliers||It is important that the services we use to support our offering are efficient and cost effective.||
|Community||We understand that it is important to be a reputable business that makes a positive contribution to the community in which we operate.||
4. Embed effective risk management
The Board, its committees and our external auditors and advisors ensure that financial and other risks are evaluated both annually and as an ongoing process. This includes risk in relation to foreign currency, the ability of the Group to continue as a going concern, revenue recognition, compliance with any relevant laws and regulations and the mitigation of fraudulent activity.
As a business that actively encourages open two-way communication, we have sought to foster a culture whereby all individuals feel able to raise issues of concern (on an anonymous basis, where required) with the executive team safe in the knowledge that they will not be penalised in any way.
Staff are reminded as part of their induction and annually that they should seek approval if they or their family plan to trade in the Company’s shares.
5. Maintain the Board as a well-functioning, balanced team led by the chair
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 Chairman of the Board.
The Board consists of four directors, two of whom are independent non-executives. Audit and Remuneration Committees are chaired by the non-executive directors. The Board does not consider itself to be of a size that would warrant a Nominations committee at this time but will continually review this situation as the organisation grows.
Non-executive directors are checked regularly for independence. Both Aidan Casey and Nick Bertolotti are currently considered to be independent from the business and its subsidiaries. Neither has been employed by the Company other than as non-executive directors or has any ties with the business that would interfere with his ability to offer sound judgement, nor have they received any additional remuneration from the Company other than that of fees and (in the case of Nick Bertolotti) the grant of share options. Both Aidan Casey and Nick Bertolotti have held their positions for under 9 years.
For the last financial year, the Board held 11 meetings of which the non-executive directors attended 11, each committee held a minimum of 2 meetings.
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 year.
The Chairman is responsible for ensuring that, in order to facilitate sound decision-making, directors receive accurate, detailed and timely information. The Company Secretary 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 recorded in the minutes and to seek independent advice at the Group’s expense where appropriate.
6. Ensure that the directors have appropriate experiences, skills and capabilities
All four members of the Board bring relevant sector experience in media and technology, all have at least nine years of public markets experience and one member is a chartered accountant. 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.
Barry Moat, appointed as CEO Jun 2015 and moved by appointment to Executive Chairman August 2017: Barry is an accomplished executive with significant experience across multiple sectors including retail, telecoms, commercial property and leisure.
Nelius De Groot, appointed as CEO August 2017: Nelius has a deep technology background having started his career as a software developer at Logica plc, he moved to Barclays de Zoete Wedd and then, Swiss Bank Corporation. In 1997 he moved to Deutsche Bank where he held a number of senior positions over an 18-year period.
Aidan Casey, appointed as non-executive director June 2015: Aidan has over 20 years’ legal experience, acting for a diverse and international range of companies in his time as a self-employed barrister in private practice, a position he’s held since 1993. He is currently a member of COMBAR and of the London Common Law and Commercial Bar Association (LCLCBA). He was elevated to the rank of Queen’s Counsel in 2016.
Nicholas Bertolotti appointed as non-executive director February 2018: Nick has spent over 25 years advising companies in the Technology, Media and Telecoms (“TMT”) sector. Nick holds a BSc degree in Economics and Accounting from the University of Bristol, an MBA from Cambridge University Judge Business School and is a qualified ACA Chartered Accountant.
7. Evaluation of Board performance
Internal evaluation of the Board, the committees and individual directors is undertaken on an annual basis in the form of peer appraisal, questionnaires and discussions to determine the effectiveness and performance.
The results and recommendations that came out of the December 2017 board assessments for the directors identified the key corporate and financial targets that were relevant to each director and their personal targets in terms of career development and training. Progress against previous targets were also assessed with many having been achieved, in particular with regards to fund raising targets as identified in previous appraisals.
8. Corporate culture
The Board believes that promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value. The Group maintains and annually reviews a handbook that includes clear guidance on what is expected of every employee and officer of the Group. Adherence to these standards is a key factor in the evaluation of performance within the Group, including during annual performance reviews.
In addition, the Group has adopted, with effect from the date on which its shares were admitted to AIM, a code for directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with rule 21 of the AIM rules.
9. Governance structures and processes
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 fostering 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 assists the Board in discharging its responsibilities, within agreed terms of reference, with regard to corporate governance, financial reporting and external and internal audits and controls. These include reviewing the Group’s annual financial statements, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Group’s internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.
Membership of the Audit Committee comprises the two independent non-executive directors and is currently chaired by Nick Bertolotti. The Audit Committee meets formally not less than three times a year and otherwise as required.
The Remuneration Committee is responsible, within agreed terms of reference, for establishing a formal and transparent procedure for developing policy on executive remuneration and for setting the remuneration packages of individual directors. This includes agreeing with the Board the framework for remuneration of the Executive Chairman, CEO, all other executive directors, the Company Secretary and such other members of the executive management of the Group as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each director including, where appropriate, bonuses, incentive payments and share options. No director may be involved in any decision as to their own remuneration.
Membership of the Remuneration Committee currently comprises the independent non-executive directors and is chaired by Aidan Casey. The Remuneration Committee meets not less than twice a year and at such other times as the chairman of the committee shall require.
The Chairman has overall responsibility for corporate governance and in promoting high standards throughout the Group. He leads and chairs the Board, ensuring that committees are properly structured and operate with appropriate terms of reference. Ensuring that performance of individual directors, the Board and its committees are reviewed on a regular basis, leading in the development of strategy and setting objectives, and overseeing 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. Ensuring that the assets of the Group are maintained and safeguarded, leading on investor relations activities to ensure communications and the Group’s standing with shareholders and financial institutions is maintained, and ensuring that the Board is aware of the views and opinions of employees on relevant matters.
The executive directors are collectively 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 Company Secretary is responsible for providing clear and timely information flow to the Board and its committees and supports the Board on matters of corporate governance and risk.
The matters reserved for the Board include, but are not limited to:
- 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. Shareholder Communication
Mporium is committed to communicating openly with its shareholder to ensure that its strategy and performance are clearly understood. We principally communicate with shareholders through the annual Report and Accounts, full year and half year announcements and at the annual general meeting.
We also work closely with our Nominated Adviser to maintain an active dialogue with institutional and private shareholders and analysts through a separate programme of investor relations carried out during the year.
Investors also have access to current information through its website, www.mporium.com and via Barry Moat, Executive Chairman, who has overall responsibility for shareholder liaison and is available to answer investor relations enquiries.