QCA Code Compliance
The Board of Directors formally adopted the Quoted Companies Alliance (“QCA”) Corporate Governance Code during 2019 and first applied it for the 2018 annual report.
The principles of the QCA Code are set out below and we summarise how the Company ensures that it is fully compliant with the requirements of the Code.
Establish a Strategy and Business Model which promote long-term value for shareholders
Mirriad’s strategy and business model are set out in the 2022 Annual Report.
In summary, Mirriad creates advertising opportunities within existing video content across multiple shows. Advertisers can reach target audiences in a contextually relevant way without interrupting the viewing experience. The ad format can be used alone or combined with other media and is aligned with existing media trading.
The Board continually reviews the strategy at its regular meetings to ensure that the Company is generating long-term value for shareholders.
Seek to understand and meet shareholder needs and expectations
The Executive Directors and Chairman are available to meet major shareholders after the announcement of both the year end and interim results. These meetings allow shareholder to set out their needs and expectations as well as explaining the Company’s results. The Company hosts webinars for shareholders and analysts after the full year and interim results both of which are trailed in advance via regulatory news announcements. The Chairman, CEO and CFO also hold a range of one on one meetings with larger shareholders during the year. The Company also holds webinars targeted at retail investors around the announcement of full year and interim results.
Maintain the board as a well-functioning, balanced team led by the chair
The Board undertakes an annual “Board Effectiveness Review” to assess how it is performing and what is working well and where improvements can be made.
The fifth annual survey was completed in December 2022 and the results are disclosed in the 2022 Annual Report.
ENSURE THAT BETWEEN THEM THE DIRECTORS HAVE THE NECESSARY UP-TO-DATE EXPERIENCE, SKILLS and CAPABILITIES
This is addressed as part of the “Board Effectiveness Review” outlined above.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
This is addressed as part of the “Board Effectiveness Review” outlined above.
Promote a corporate culture that is based on ethical values and behaviours
The Company has well established policies covering anti-bribery and corruption, whistle-blowing and fraud which are included in its various staff handbooks and are available on line to all staff.
The Company mandates annual on-line training for all Company staff to embed key messages about bribery, corruption and fraud and what the Company expects of its staff worldwide and to ensure that ethical behaviour is embedded in the Company culture.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The main Board, which comprises two executive and four non-executive directors, has clearly set out reserved matters. In addition, there are two sub-committees of the Board. Each of these Committees has its own terms of reference and Chairman and comprise only Non-Executive Directors. The Company does not have a separate Nominations Committee due to its current scale and appointments to the Board and other senior executive hires are considered by the full Board. The Board has agreed to regularly review the need for a Nominations Committee. The two sub-committees are:
- The Audit Committee whose main responsibilities are to:
- monitor and review the Group’s systems of internal controls;
- monitor and review the Group’s risk management framework;
- review reports from the Group’s external auditors;
- consider and recommend to the Board the reappointment of the external auditor;
- monitor and review reports from the Executive Directors, including the Group’s financial statements; and
- monitor any corporate governance and accounting developments.
- The Remuneration Committee whose main responsibilities are:
- reviewing remuneration arrangements for the Board and other senior executives;
- setting the Group’s overall remuneration strategy; and
- agreeing the Group’s short and long term incentive arrangements.
Each of the Committee’s has published a report in the 2022 Annual Report and reports on activities regularly to the main Board.
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Company continues to evolve its approach to investor relations and continues to invest time and energy in communication. The Company hosts two webinars during the year which all shareholders can attend and are publicised via RNS. These are supplemented by webinars specifically aimed at retail investors. Major shareholders are also given the opportunity to meet the Company on formal roadshows which are held at least twice a year.
The Company holds frequent all-staff meetings and conducts an annual staff survey to communicate strategy and performance and solicit feedback. The number of all staff meetings was increased as a result of remote working and the Company has continued these at an elevated level even though staff have returned to most of the Company’s offices. The Company continues to focus on staff well-being as part of it's general duty of care. The Company has three mental health first-aiders who received specific training and who are available to talk confidentially to staff on any issues they have.