Chair’s Corporate Governance Statement.

The Directors recognise that shareholders look to the Board to deliver growth and long-term shareholder value and I recognise that an efficient, effective and dynamic governance framework is crucial to achieving this.

This year the Board’s activities have included a focus on our long-term strategic direction and we held a strategy day in New York which provided an opportunity to meet our brand leaders and was critical in the development of our model. In November 2023, each of the Group’s segments, Engage, Transform, Delivery and Insights showcased their growth ambitions, strategies and technologies, including AI, at a Capital Markets Day to analysts and investors, to support the delivery of Next 15’s growth targets over the next five years. By focusing on the long term, we will protect our stakeholders such as employees, customers, suppliers and the wider community, and will also demonstrate that we care about, and plan to mitigate, our impact on the environment.

The Board has continued to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The corporate governance framework which the Group operates, including Board leadership and effectiveness, Board remuneration and internal controls, is based upon principles which the Board believes are proportional to the size, risks, complexity and operations of the businesses within the Group.

The Board welcomes the publication of the new QCA Code and will look to apply the updated principles over the next year to continue to adopt best practice. We are committed to ensuring that we continue to be diverse and dynamic, and regularly review the composition of the Board, to ensure it retains a balance of skills, experience and diversity to determine how the strategy and business should evolve.

During the year, there were no changes to the composition of the Board and as at the date of this report the Board consisted of five Independent Non‑Executive Directors and three Executive Directors.

We have been working together collectively to harness the diversity of our skills and attributes to deliver the strategy of the Company. 
As Chair I am responsible for leading the Board and for its governance of the Group, and with the support of the Company Secretary, work to ensure continual improvements to the Group’s governance in order to promote its continued long-term success.

On behalf of the Board and shareholders, I would like to thank all our employees for their contributions to our growth and success. We welcome feedback from our shareholders at all times and I encourage all to participate in our AGM.

Penny Ladkin-Brand

Board and Committees.

The Quoted Companies Alliance’s Ten Principles of Corporate Governance.

Our business model and strategy are explained on pages 8 to 11 of our Annual Report and Accounts 2024. Next 15’s strategy is to:

  • build or buy the specialist growth consultancy services that our clients need;
  • work together to solve our clients’ most pressing growth problems;
  • develop our key talent; and
  • make sure we leave the world a better place than we found it.

We target high-growth markets where we have credibility and deep expertise. These include: technology, healthcare, financial services, consumer passions and public sector.

For those markets we focus on the key things that our clients need: exceptional customer experience that provides sustainable competitive advantage, transformation consultancy to cope with the high volume of change that is the new normal for all businesses, high-quality data to drive optimal decisions, tools to maximise revenues and the ability to tell their story and build reputation.

Our capabilities are already being accelerated by Generative AI and we see this as a source of considerable growth and potential competitive advantage over the coming years.

Customer Insight
Data and analytics, and the insights they reveal, are critical for helping our customers make the best growth decisions in a world that becomes ever more complex. Our insights sector generates both behavioural and perceptual data for our clients either directly or as part of other growth consulting projects. We continue to invest in new data analytics techniques and tools to ensure we can offer our customers leading-edge solutions.

Customer Engagement
In the 21st century digital ecosystem, brands have to navigate an extraordinary variety of platforms, technologies and languages and get each just right while being true to their values. This has become as much science as art and, when done well, can add extraordinary amplification to an idea, product or service. We are experts in navigating this highly complex landscape and creating space for our clients in the minds of their customers.

Customer Delivery
Our Customer Delivery brands unlock latent value. Our specialist brands deliver revenue across both B2B and consumer markets using a combination of first-party and intent data, sophisticated algorithms, highly tuned content and the monetisation of existing assets.

Business Transformation
As a growth consultancy we are increasingly asked by our clients to help them address challenges for which the solutions are not simply to do more sales or marketing. The brands in our Business Transformation segment help their clients design entirely new solutions to complex problems. The range of these projects is extraordinary, covering: building entirely new businesses, solving complex societal problems, growing the value of newly acquired business units and helping to tap public finance markets.

The Board continues to recognise the critical importance of open dialogue, transparency and fair consideration of the Company’s shareholders. Executive Directors engage with shareholders regularly throughout the year to discuss the Group’s performance and ensure they are appraised on our strategic plans and financial results.

How we engage:

  • Capital markets days are held from time to time with presentations from the Group’s Executive Directors as well as senior management from the brands.
  • The CEO and CFO regularly meet with major shareholders following interim and full-year results announcements.
  • Direct consultation takes place for relevant decisions such as ESG strategy and key remuneration matters.
  • The appointment of a Senior Independent Director to give shareholders further access to all of our Board Directors to discuss anything with regard to the Company.
  • The Directors attend the Annual General Meeting which is an opportunity for all shareholders to meet the Board and discuss the Annual Report and Accounts and the work of the Board Committees.

The Corporate Governance Statement includes information on how the Board considers the wider stakeholder and how we have regard to our environmental and social responsibilities, which can be found on pages 71 to 78 of our Annual Report and Accounts 2024.

The Directors are fully aware of their duty to promote the success of the Company for the benefit of its members as a whole in accordance with section 172 of the Companies Act 2006, and in doing so to have regard to the matters set out in section 172(1) (a)–(f). The s172 Statement can be found on pages 24 and 25 of the Annual Report and Accounts 2024.

Our approach to risk management is set out on page 54 of our Annual Report and Accounts 2024, and the principal risks to our business, and the actions we have taken to mitigate them, are set out on pages 58 to 67 of our Annual Report and Accounts 2024.

The Board is responsible for providing leadership, including setting the strategic direction, Group’s purpose and values, and promoting its long‑term success.

During the year, there were no changes to the composition of the Board and as at the year ended 31 January 2024, the Board consisted of an independent Non‑Executive Chair, three Executive Directors and four independent Non-Executive Directors.

We have been working together collectively to harness the diversity of our skills and attributes to deliver the strategy of the Company.

Biographies of each of the Board Directors, including the Committees on which they serve and chair, are on pages 68 and 69 of the Annual Report and Accounts 2024.

The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and knowledge, including a range of financial, commercial and entrepreneurial experience. The Board is also satisfied that it has a suitable balance between independence (of character and judgement) and knowledge of the Group to enable it to discharge its duties and responsibilities effectively. The Non-Executive Directors are considered to be independent. No single Director is dominant in the decision-making process. The Directors have complementary skills and experience in terms of sectors, geography and diversity.

The performance of the Board and its Committees is key to successfully leading the Company to follow its strategic direction. Regular monitoring and review is an important factor to facilitate and improve the effectiveness of the Board and its Committees. It is also a valuable feedback mechanism for improving effectiveness and maximising strengths, and highlighting areas for further development.

Having completed a rigorous internal evaluation last year led by the Chair and undertaken by a questionnaire being sent to all Directors and a one-to-one follow-up meeting with each Director and the Company Secretary, it was agreed to follow the same approach for the year ahead.

The outcome from the Board and Committee evaluation concluded that overall the directors consider that the Board and Committees effectiveness is improving. Following feedback from the Executive Directors, the Non-Executive Directors meet as a group prior to each Board meeting and share thoughts and any concerns on agenda items. This has helped the smooth running of Board meetings.

We have a strong corporate culture based on entrepreneurial spirit, taking personal responsibility and treating all stakeholders fairly and equitably. Businesses within the Group are given a high degree of autonomy in line with the Group’s emphasis on personal responsibility, with the centre acting as enablers and teachers. However, the Board and its Committees set a high standard for ethical behaviour and ensure the Group complies with applicable laws and regulations, and the Executive Team works to embed a corporate conscience that runs throughout Group initiatives and practices.

The Board monitors the culture of the Group through periodic updates on people, culture, inclusivity and talent provided by the Group Chief People Officer through monitoring exercises such as staff surveys, employee listening sessions and feedback from Paul Butler as the Board’s workforce engagement representative.

The Board’s structures and processes are set out in detail on pages 71 to 78 of the Annual Report and Accounts 2024.

Matters Reserved for the Board are available here.

The Terms of Reference for the Audit and Risk Committee are available here.

The Terms of Reference for the Remuneration Committee are available here.

Our Board and corporate governance arrangements are described in our Corporate Governance Report on pages 71 to 78 of the Annual Report and Accounts 2024, which is also available on our website here. How the Company communicates with our shareholders and our other stakeholders is described in Principle.

s.172 Statement.

Under s172(1) of the Companies Act 2006 (‘s172’), the Directors of the Company are obligated to act in the way they consider would be most likely to promote the success of the Company for the benefit of its members as a whole (its stakeholders including shareholders).

Read full section 172 Statement

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