Time Out Group plc (the "Company") is committed to maintaining the highest standards of corporate governance throughout its operations and to ensuring that all of its practices are conducted transparently, ethically and efficiently. The Company believes that scrutinising all aspects of its business and reflecting, analysing and improving its procedures will result in the continued success of the Company and improve shareholder value. Therefore, and in compliance with the updated AIM Rules for Companies, the Company has chosen to comply with the UK's Quoted Companies Alliance Corporate Governance Guidelines for Small and Mid-Size Quoted Companies (the "QCA Code") (the Company having previously complied with a combination of the principles of the QCA Code and the UK Corporate Governance Code).
The Company has established committees and policies, to ensure that:
it is led by an effective board which is collectively responsible for the long-term success of the Company;
the board and the committees have the appropriate balance of skills, experience, independence, and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively;
the board establish a formal and transparent arrangement for considering how it applies the corporate reporting, risk management, and internal control principles and for maintaining an appropriate relationship with the Company's auditors; and
there is a dialogue with shareholders based on the mutual understanding of objectives.
The Company has adopted policies in relation to:
anti-corruption and bribery;
code of conduct;
business ethics; and
IT, communications and systems;
so that all aspects of the Company are run in a robust and responsible way.
The Board of Directors
The board of directors is responsible for the proper management of the Company by formulating, reviewing and approving the Company's strategy, budgets, and corporate actions. In order to achieve its objectives, the board adopts the ten principles of the QCA Code. Through successfully implementing these principles, the Company is able to deliver long-term growth for shareholders and maintain a flexible, efficient and effective management framework within an entrepreneurial environment.
It is important that the board itself contains the right mix of skills and experience in order to deliver the strategy of the Company. As such, the board is comprised of:
a non-executive chairman, whose primary responsibility is the delivery of the Company's corporate governance model. The chairman has a clear separation from the day-to-day business of the Company which allows him to make independent decisions;
3 executive directors; and
4 non-executive directors;
The board has not appointed a senior independent director but intends to as soon as it is prudent to do so taking into account the Company's size and stage of development.
For the purposes of the QCA Code, the Company considers that from the five non-executive Directors (being the non-executive chairman and 4 other non-executive Directors) both Matthew Riley and Lord Rose of Monewden are independent Directors.
Additionally, the Company has appointed a UK qualified lawyer as company secretary in the UK who assists the chairman in preparing for and running effective board meetings, including the timely dissemination of appropriate information. The company secretary provides advice and guidance to the extent required by the board on the legal and regulatory environment.
Each director serves on the board until the annual general meeting following his or her election or appointment, and the board meets at least six times a year.
In compliance with UK best practice, the board has established corporate governance committees.
The purpose of the Audit Committee is to monitor the integrity of the financial statements of the Company.
Some of the Audit Committee's duties include:
reviewing the Company's accounting policies and reports produced by internal and external audit functions;
considering whether the Company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditor;
reporting its views to the board of directors if it is not satisfied with any aspect of the proposed financial reporting by the Company;
reviewing the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems;
reviewing the adequacy and effectiveness of the Company's anti-money laundering systems and controls for the prevention of bribery and receive reports on non-compliance; and
overseeing the appointment of and the relationship with the external auditor.
The Audit Committee has two members, each of whom is an independent, non-executive director. The current members of the committee are Matthew Riley as the Chairman and Lord Rose of Monewden. Whilst neither of the members has experience in a finance role, both members have each been CEOs of publicly listed companies, ultimately responsible for finance functions and so in our view the members both have appropriate, recent and relevant financial experience.
The purpose of the Remuneration Committee is to determine and agree with the board the framework or broad policy for the remuneration of the Company’s chairperson and the executive directors as well as the composition of the board itself.
Some of the Remuneration Committee's duties include:
reviewing the pay and employment conditions across the Company, including the board of directors;
approving targets and performance related pay schemes operated by the Company and all share incentive plans and pension arrangements;
regularly reviewing the structure, size, and composition (including the skills, knowledge, experience and diversity) of the board and make recommendations to the board with regard to any changes succession planning and vacancies; and
identifying suitable candidates from a wide range of backgrounds to be considered for positions on the board.
The Remuneration Committee has two members, each of whom is an independent, non-executive director. The current members of the committee are Matthew Riley as the Chairman and Lord Rose of Monewden.
As the Board is small, there is not a separate Nominations Committee and recommendations for appointments to the Board are considered by the Board as a whole after due evaluation.
Share Dealing Code
The Company has adopted a share dealing code to ensure directors and certain employees do not abuse, and do not place themselves under suspicion of abusing inside information of which they are in possession and to comply with its obligations under the Market Abuse Regulation ("MAR") which applies to the Company by virtue of its shares being traded on AIM. Furthermore, the Company's share dealing code is compliant with the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time).
Under the share dealing code, the Company must:
disclose all inside information to the public as soon as possible by way of market announcement unless certain circumstances exist in which the disclosure of the inside information may be delayed;
keep a list of each person who is in possession of inside information relating to the Company;
procure that all persons discharging managerial responsibilities and certain employees are given clearance by the Company before they are allowed to trade in Company securities; and
procure that all persons discharging managerial responsibilities and persons closely associated to them notify both the Company and the Financial Conduct Authority of all trades in Company securities that they make.
Date on which this information was last reviewed: 26 September 2018
Corporate Governance Disclosures
Required by the Quoted Companies Alliance Corporate Governance Code
Establish a strategy and business model which promotes long-term value for shareholders.
See pages 2 – 21 of the Annual Report for the year ended 2017
Seek to understand and meet shareholder needs and expectations.
Both the Chairman and executive directors engage frequently with shareholders. Copies of the Annual Report are sent to all shareholders and copies of the annual and interim reports can be downloaded from the investors section on www.timeout.com, where other information for investors and shareholders is also available. There is an ongoing programme of individual meetings with institutional shareholders following the preliminary and half-year results presentations to the City, at which the CEO and CFO update shareholders on strategy and the Group’s performance. Shareholders have the opportunity to ask questions of the Board during each Annual General Meeting and to speak with Board members informally after the meeting. The Company has appointed an Investor Relations Director who can be contacted at Investor_Relations@timeout.com
Take into account wider stakeholder and social responsibilities and their implications for long term success.
The company takes its impact on the environment seriously. Employees are required to use the organisation’s equipment and materials wisely and reduce wastage where possible.
Staff members engage with charities in cities where the company has a presence, by volunteering their time and through fundraising activities.
Embed effective risk management, considering both opportunities and threats, throughout the organisation.
See pages 20 – 21 of the Annual Report for the year ended 2017.
Maintain the board as a well-functioning, balanced team led by the chair.
See pages 24 – 27 of the Annual Report for the year ended 2017 and the statement above, on the corporate governance page of the Investor Relations area of the company’s site.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.
See pages 22 - 27 of the Annual Report for the year ended 2017 and the statement above, on the corporate governance page of the Investor Relations area of the company’s site.
Evaluate all elements of board performance based on clear and relevant objectives, seeking continuous improvement.
The Board is relatively small and recently formed. The Board has not at this time adopted a formal Board evaluation process/cycle. The Chairman regularly evaluates the Board, individual members and its committees, with the aim of improving their effectiveness. The Company considers this appropriate given the Company’s size and current stage of development.
See also page 27 of the Annual Report for the year ended 2017.
Promote a corporate culture that is based on sound ethical values and behaviours.
See pages 22 – 36 of the Annual Report for the year ended 2017.
Maintain governance structures and processes that are fit for purpose and support good decision making by the board.
See pages 22 - 28 of the Annual Report for the year ended 2017 and the statement above, on the corporate governance page of the Investor Relations area of the company’s site.
Communicate how the company is governed by maintaining a dialogue with shareholders and other relevant stakeholders.
For the most recent Audit Committee Report see page 33 of the Annual Report for the year ended 2017.
For the most recent Remuneration Committee Report see pages 34 – 36 of the Annual Report for the year ended 2017.
See the Corporate Documents section of the Investor Relations area of the company’s site, for all annual reports, and other governance related material including notices of all general meetings.
Date on which this information was last reviewed: 26 September 2018