Corporate governance

As a company whose shares are admitted to trading on AIM, Time Out Group plc is required to comply with the AIM Rules for Companies. In addition, the Directors acknowledge the importance of high standards of corporate governance and intend to continue to adopt the principal provisions of the UK Corporate Governance Code 2016 (“the Code”) as appropriate for the size and nature of the Company and given the composition of the board. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies.

The Board is comprised of eight Directors, three of whom are Executive Directors and five of whom are Non-Executive Directors, reflecting a blend of different experiences and backgrounds. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company’s challenges and opportunities, while at the same time ensuring that no individual (or small group of individuals) can dominate the Board’s decision making. The Board meets regularly to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals. The Company has an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities and with written terms of reference.

Audit committee

The Audit Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group’s management relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets at least three times in each financial year and has unrestricted access to the Group’s external auditors. The members of the Audit Committee include only independent non-executive Directors. The Audit Committee comprises Lord Rose of Monewden and Matthew Riley and is chaired by Matthew Riley.

Remuneration committee

The Remuneration Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets as and when necessary. In exercising this role, the Directors have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The members of the Remuneration Committee include only independent non-executive Directors. The Remuneration Committee comprises Lord Rose of Monewden and Matthew Riley and is chaired by Matthew Riley.