Corporate Governance

The following information is disclosed for the purposes of Compliance with AIM Rule 26.

Updated: 06/11/19

Digitalbox PLC is committed to good corporate governance and has adopted the corporate governance guidelines of the Quoted Companies Alliance (QCA).

This page outlines the ways in which the Company applies the QCA’s ten principles corporate governance.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders.

Digitalbox aims to become a leading publisher of digital media. The Company intends to achieve this through a buy-and-build strategy with a focus on profitable publishing on mobile. This strategy is aligned with consumer behaviour and commercial trends.

The Company will create and deliver compelling content for its audiences via the web properties it owns now and will own in the future. This content will engage audiences and in turn create valuable environments for advertisers to reach them.

The Company intends to deliver long-term value for shareholders through its understanding of consumer media consumption, the arising revenue opportunities including advertising and a continued focus on the operating profitability of its brands.

Principle 2: Seek to understand and meet shareholder needs and expectations.

The Company is committed to building and maintaining strong relationships with its shareholders and considers the understanding of shareholder’s needs fundamental to its success.

The Chief Executive Officer and Chief Financial Officer/Company Secretary are active in meeting with and preparing presentations for institutional investors and engage in regular dialogue with the Company’s broker in order to gauge shareholder sentiment.

The Company’s Annual General Meeting (AGM) is the main forum for discussing Company matters with shareholders, addressing shareholder queries and understanding their needs and expectations. Notice of the AGM and proposed resolutions are sent to shareholders at least 21 days prior to the AGM. Shareholders and their representatives are invited to fully participate and vote in the AGM and are also given the opportunity to vote by proxy. Voting results are published after the AGM.

Outside the AGM the Company convenes general meetings where shareholder approval is required or appropriate on Company matters, seeks input from major institutional investors from time to time in relation to Company policy and seeks to responds to shareholder queries sent to its designated shareholder email address: [email protected]

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success.

The Company seeks to engage with its wider group of stakeholders via:

Stakeholder feedback is passed to Senior Management via the relevant team member at Digitalbox as appropriate.

Principle 4: Embed effective risk management, considering both opportunities and threats, through the organisation

The company has a Risk Committee, comprised of the Audit Committee and the Chief Financial Officer, which meets twice per year. The Committee examines the key risks facing the Company and reviews the Company’s mitigation strategies. The Risk Committee has the power to call on Executive Directors and other members of staff for the purposes of seeking information and making recommendations.

The Company will include details of key risks and uncertainties it faces in future Annual reports. In the interim, key risk factors identified for the Company are outlined in Part III of the Admission Document.

Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair

The Board comprises three Executive Directors and three Non-Executive directors. The Board considers all three Non-Executive directors to be independent.

The Board will operate in a collaborative and constructive manner with a clear focus on the delivery of the strategy and increasing shareholder value.

The biographies of the Board can be found here.

The appointment of Directors will be in accordance with the Articles of Association.

Future annual reports will include details of the number of Board and Committee meetings taken place each year. Until the first Annual Report is released, this is an area where the Company will not be fully compliant with the QCA’s principles.

Principle 6: Ensure that between them the Directors have necessary up-to-date experience, skills and capabilities

The Company considers the skills and experience of the Board to be appropriate and this is kept under review.

The Executive Directors have each worked in consumer media for more than twenty years, and as a group have experience at senior management level in respected PLC media businesses. Their specific media expertise includes editorial management, new product development, commercial management, strategic planning, international expansion, financial management, corporate restructuring, digital transition, brand development, acquisitions and disposals.

Our non-executive Directors have extensive successful track records in the fields of technology, telecomms, publishing, investment banking and television.

The Directors’ biographies can be found here. A description of their roles on the Company’s Committees is set out in Principle 9, below.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Board’s process of evaluating its own performance, that of its Committees and the individual Directors, is led by the Chairman. The process is conducted annually by the Remuneration Committee. The Remuneration Committee will evaluate Board performance against targets.

Targets will be aligned with the delivery of the Company’s strategy.

The Board may utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning.

Principle 8: Promote a culture that is based on ethical values and behaviours.

The company aims to achieve the highest ethical standards and behaviour when conducting its business, with integrity, fairness and equality being high priorities.

The Company has adopted an Anti-Bribery policy, Health and Safety policy, an Equal opportunities & Anti-harassment policy and others which staff are required to adhere to.

As a means of giving opportunity to young people the Company is active in hiring Apprentices through an accredited provider and creating an environment where they can develop skills to benefit their careers inside the company and beyond.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The roles of the Chairman and the Chief Executive Officer are separated and clearly defined. The Chairman provides impartial leadership and guidance to the Board. Working with the Executive Directors, the Chairman is responsible for setting the agenda for Board meetings and ensuring Board members receive the information they need to properly participate in a timely fashion.

The Chief Executive Officer is responsible for the execution of Company strategy approved by the Board, the leadership of the Company’s senior management team and its employees on a day to day basis.

The Chief Operating Officer supports the Chief Executive in the delivery of the strategy with a specific remit over editorial matters.

The Board has established five committees with clearly defined responsibilities. The Risk Committee is described at Point 4 above. Details of the other four Committees are as follows:

The Audit Committee’s principal functions include ensuring that the appropriate accounting systems and financial controls are in place, monitoring the integrity of the financial statements of the Enlarged Group, reviewing the effectiveness of the Enlarged Group’s accounting and internal control systems, reviewing reports from the Enlarged Group’s auditors relating to the Enlarged Group’s accounting and internal controls, and reviewing the interim and annual results and reports to Shareholders, in all cases having due regard to the interests of Shareholders. The Audit Committee will meet at least three times a year, with regard to the reporting and audit cycle. Nigel Burton, who has recent and relevant financial experience through his role as chief financial officer of other UK listed companies will act as chairman. Martin Higginson and Sir Robin Miller will be the other members of the Audit Committee.

The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration packages for each of the Executive Directors. The Remuneration Committee considers all aspects of the Executive Directors’ remuneration, including pensions, bonus arrangements, benefits, incentive payments and share option awards, and the policy for, and scope of any termination payments. The remuneration of the Non-Executive Directors is a matter for the Board. The Remuneration Committee will meet at least twice a year (and at such other times as may be deemed necessary) and generates an annual remuneration report to be approved by the members of the Company at the annual general meeting. No Director may be involved in discussions relating to their own remuneration. On First Admission, Nigel Burton will act as chairman of the Remuneration Committee and Sir Robin Miller and Martin Higginson will be the other members of the Remuneration Committee.

The Nomination Committee is responsible for reviewing the structure, size and composition of the Board based upon the skills, knowledge and experience required to ensure the Board operates effectively. The Nomination Committee is expected to meet when necessary to do so. The Nomination Committee also identifies and nominates suitable candidates to join the Board when vacancies arise and makes recommendations to the Board for the re-appointment of any Non-Executive Directors. On First Admission, Sir Robin Miller will act as chairman of the Nomination Committee and Nigel Burton and Martin Higginson will be the other members of the Nomination Committee.

The Disclosure Committee is responsible for ensuring compliance with the AIM rules and MAR concerning disclosure of inside information and will work closely with the Board to ensure that the Company’s nominated adviser is provided with any information it reasonably requests or requires in order for it to carry out its responsibilities under the AIM Rules and the Aim Rules for Nominated Advisers. The Disclosure Committee will meet as required. On First Admission, Sir Robin Miller will act as Chairman of the Disclosure Committee. Nigel Burton and Martin Higginson will be the other members of the Disclosure Committee.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The Company communicates with shareholders and other stakeholders through its Annual and Interim Reports, regulatory and non-regulatory announcements, its investor relations website, its designated email address, Annual General Meetings and face-to-face meetings.

Future Annual Reports will include Audit and Remuneration Committee reports. Until the Company’s first Annual Report is releases, this is an area where the company is not fully compliant with the QCA’s principles of corporate governance.