The Board of Directors (the “Board“) of XLMedia Plc (the “Company“) recognizes the value and importance of high standards of corporate governance. Accordingly, and considering the Company’s size, stage of development and resources, the Board has adopted and intends to comply with the principles set out in the QCA Corporate Governance Code published by the Quoted Companies Alliance in April 2018 (the “QCA Code”) to assist the Board and its committees in the exercise of their duties and responsibilities and to serve the best interests of the Company and, where it does not comply with the QCA Code, to explain the reasons for such noncompliance.
In the Board’s opinion, the Company currently complies with the ten principles of the QCA Code which, together, are designed to deliver growth, maintain a dynamic management framework and build trust.
The Company’s full Statement of Compliance with the QCA Corporate Governance Code can be found here.
The Board is responsible for the overall management of the Company, including the formulation and approval of the Company’s long-term objectives and strategy, the approval of budgets, the oversight of the Company operations, the maintenance of sound internal control and risk management systems and the implementation of Company’s strategy, policies and plan. The Board will convene at least once each quarter to review and monitor the consummation of the Company’s strategy budgets, and progress.
The Board comprises six Directors, one of whom is an Executive Director and five of whom are Non-Executive Directors, including the Chairman. The Board views Christopher Bell, Richard Rosenberg, Jonas Martensson and Amit Ben Yehuda as independent directors. Members of the Board must be re-elected by the shareholders of the Company at least once every three years.
The Board is an independent unit acting for the benefit of the Company and its composition ensures that no individual (or a small group of individuals) can dominate its decision making. Each member of the Board has a different background and therefore brings different experience to the discussions of the Board, making the Board a diverse unit equipped with the necessary set of skills required to create maximum value for the Company’s shareholders.
Whilst the Board may delegate responsibilities, there are formal matters specifically reserved for decision by the Board. Such reserved matters include, amongst other things, the approval of significant capital expenditures, material business contracts and major corporate transactions.
The Company has established an Audit Committee, a Remuneration Committee and a Risk Committee, each with formally delegated duties and responsibilities as outlined below.
The Audit Committee is responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management controls, monitoring the effectiveness of the internal audit functions and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).
The Audit Committee comprises Christopher Bell, Richard Rosenberg, Ory Weihs, Jonas Mårtensson and is chaired by Mr. Rosenberg. The audit committee meets at least four times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee also meets regularly with the Company’s external auditors.
The Remuneration Committee is responsible for determining and recommending to the Board the framework for the remuneration of the Board chairman, Executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards.
The remuneration of Non-Executive Directors is a matter for the Board to determine. No Director is involved in any decision as to his or her own remuneration.
The Remuneration Committee comprises Christopher Bell, Richard Rosenberg and Jonas Mårtensson, who chairs the committee. The Remuneration Committee meets at least twice a year and otherwise as required.
As the Company is operating in a highly regulated and changing business environment, the Company has established a Risk Committee to review and address the risks associated with its activities. The Risk Committee is chaired by Ory Weihs. The other members of the Risk Committee consist of Christopher Bell, Richard Rosenberg, Jonas Mårtensson and the Company’s CEO and CFO, Mr. Stuart Simms and Mr. Iain Balchin. The Risk Committee is responsible to review the Company’s risk, compliance and regulatory issues based on management presentations and for monitoring the internal control systems in that aspect. The Risk Committee also conducts risk surveys from time to time in order to detect business risks and the best courses of actions for their mitigation.
From time to time, representatives of the Company’s legal advisors are invited to attend Risk Committee meetings and/or present at them. The Risk Committee will meet at least four times a year and otherwise as required.
EVALUATION OF BOARD PERFORMANCE
The Board’s performance and effectiveness and that of its committees shall be evaluated by the Board from time to time.
The evaluation shall take into consideration various criteria such as the effectiveness of the composition of the Board, the Board’s approach to its work, its culture and dynamics, its structure and processes, its accessibility to information, its ongoing training, its success in achieving its goals and the need for succession planning. The Board Evaluation shall be led by the Chairman of the Board.
The Board may use external evaluation tools in its assessment and take into consideration the opinion of the Company’s nominated adviser, broker, legal and/or other advisers in the framework of the evaluation process and its results.
The method of assessing Board effectiveness and performance will be reviewed on a continuing basis.
In H2 2018 The Board went through external evaluation procedure which was conducted based on a robust directors’ questionnaire prepared by Board Eventuation Ltd., a Company with vast experience in evaluating boards of public companies. The Company will review the outcome of the evaluation and examine which adjustments, if any, should be implemented as a result thereof.
Following such evaluation, the Company shall preform subsequent external evaluations once every three years.
At this stage of the Company’s development the Board does not consider it necessary to establish a Nominations Committee and the Board will take decisions regarding the appointment of new directors and senior employees following a thorough assessment of a potential candidate’s skill and suitability for the role.