Corporate Governance

The Board of Directors (the “Board“) of XLMedia Plc (the “Company“) recognises 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 on pages 50 – 58 of the 2021 Annual Report.

Board

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 eight Directors, two of whom are Executive Directors and six of whom are Non-Executive Directors, including the Chairman. The Board views Marcus Rich, Richard Rosenberg, Jonas Mårtensson and Julie Markey 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 and Risk Committee and a Remuneration Committee, each with formally delegated duties and responsibilities as outlined below.

Audit and Risk Committee

The Audit and Risk Committee is responsible for monitoring the integrity of the

financial statements of the Company and the Group and any formal announcements relating to the Company’s and/or Group’s financial performance, by reviewing significant financial reporting judgments contained in them. The Committee assists the Board in discharging its responsibility to exercise due care, diligence and skill in the areas of:

 

  1. application of accounting policy and reporting of financial information to shareholders, regulatorsand the general public;
  2. business risk management and internal control systems, including business policies and practices;
  3. corporate conduct and business ethics, including Auditor Independence and ongoing compliancewith laws and regulations; and
  4. monitor and review the effectiveness of the Company’s internal audit function.

Ultimate responsibility for the integrity of the Company’s financial reporting rests with the full Board.

The Audit and Risk Committee comprises Marcus Rich, Jonas Mårtensson, Julie Markey and Richard Rosenberg who chairs the Committee. The Audit and Risk Committee meets at least four times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit and Risk Committee also meets regularly with the Company’s external auditors.

Remuneration Committee

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 Marcus Rich, Richard Rosenberg, Jonas Mårtensson, and Julie Markey who chairs the Committee. The Remuneration Committee meets at least twice 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 Chairman of the Board shall lead the Board Evaluation.

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 and outcomes of all board evaluations will be published in our most recent Annual Report.

The Company shall preform 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.