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 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, two of whom are Executive Directors and four of whom are Non-Executive Directors, including the Chairman. The Board views Chris Bell, Richard Rosenberg, Amit Ben Yehuda and Jonas Martensson 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 Chris Bell, Richard Rosenberg and Amit Ben Yehuda 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 Chris Bell, Richard Rosenberg and Amit Ben Yehuda, 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 Chris Bell. The other members of the Risk Committee consist of Richard Rosenberg and the Company’s CEO and Executive Director, Mr. Ory Weihs. 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.
The Board is currently undergoing external evaluation procedure which is 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.
PROMOTING ETHICAL VALUES AND BEHAVIORS
The Company is committed to ensuring that it operates according to highest ethical standards, for which the Board has primary responsibility. The Company expects all employees, officers, directors and other persons associated with the Company to conduct their day-to-day business activities in a fair, honest and ethical manner.
For that purpose, the Company has adopted a Code of Ethics which applies to all workforce personnel, directors and officers of the Company and its subsidiaries and other business entities controlled by the Company. Pursuant to the Code of Ethics, all such persons are required to comply with all laws, rules and regulations applicable to the Company. These include, without limitation, laws covering anti-bribery, copyrights, trademarks and trade secrets, data privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. The Code of Ethics also includes provisions for disclosing, identifying and resolving conflicts of interest of the employees and Board members.
The Code of Ethics includes provisions requiring all employees to report any known or suspected violation of the Code. All reports of known or suspected violations of the Code of Ethics will be handled sensitively and with discretion.
An employee who violates the Code of Ethics will be subject to appropriate disciplinary actions, which may include termination of his or her employment or other appropriate measures.
CODE OF DEALING WITH SECURITIES
The Company adopted a Code of Dealing with Securities, regulating trading and confidentiality of inside information by persons discharging managerial responsibility and persons closely associated with them (“PDMRs”).
The Code of Dealing with Securities contains provisions appropriate for a company whose shares are admitted to trading on AIM. The Company takes all reasonable steps to ensure compliance by PDMRs and any relevant employees with the terms of the Code of Dealing with Securities.
SHAREHOLDER AND STAKEHOLDER ENGAGEMENT
The Company’s main stakeholders are its shareholders, its customers and suppliers and its employees.
The Company has nominated the Company’s CEO, Mr. Ory Weihs, as the responsible officer for stakeholder engagement and set up a mailbox to address stakeholders’ feedback (ir@Xlmedia).
Each stakeholder group feedback will be handled to fit the specific needs of such stakeholder group.
The Company ensures that its interim reports, annual reports, material news releases, shareholder notifications and other corporate governance material is available on the Company’s website for at least the five (5) years as of the date such documents are published. The Company shall also publish in the Company’s website in a clear and transparent manner the outcomes of its general meetings of shareholders including a breakdown of votes casted.