XLMedia Plc

The Directors recognize the value and importance of high standards of corporate governance. Accordingly the Directors intend to observe the requirements of the UK Corporate Governance Code to the extent they consider appropriate in light of the Group’s size, stage of development and resources. The Board also proposes, so far as practicable, to follow the recommendations set out in the corporate governance guidelines for smaller companies published by the Quoted Companies Alliance.


The Board is responsible for the overall management of the Group, including the formulation and approval of the Group’s long term objectives and strategy, the approval of budgets, the oversight of the Group operations, the maintenance of sound internal control and risk management systems and the implementation of Group strategy, policies and plan.

Whilst the Board may delegate responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters will include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board will formally meet on a regular basis to review performance.

Audit Committee

The audit committee will be 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 systems, monitoring the effectiveness of the internal audit function 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 will be chaired by Mr. Rosenberg. The audit committee will meet at least four times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee will also meet regularly with the Company’s external auditors.

Remuneration Committee

The remuneration committee will be responsible for determining and agreeing with the Board the framework for the remuneration of the chairman, the executive director(s) 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 will be a matter for the chairman and the executive director(s) to determine. No Director will be involved in any decision as to his or her own remuneration.

The remuneration committee comprises Chris Bell, Richard Rosenberg and Amit Ben Yehuda who will chair the committee. The remuneration committee will meet at least twice a year and otherwise as required.

Risk Committee

The Company has established a risk committee chaired by Chris Bell. The other members consist of Richard Rosenberg and Ory Weihs. The risk committee receives presentations from management on risk, compliance and regulatory issues and reviews the related internal control systems.

From time to time, representatives of the Company’s lawyers will be invited to attend committee meetings and/or present at them. The risk committee will meet at least four times a year and otherwise as required.