Chair’s Corporate Governance Statement.
The past year for Next 15 has been a challenging one and also one of considerable change. As such, restoring clarity, strengthening discipline and accountability, and aligning our governance framework with a refreshed strategic direction have been central priorities for the Board. Despite this intense period of change, the Group has delivered a resilient trading performance, reflecting the strength of its core businesses, the
improvements implemented during the year and the focus of the new management team.A significant milestone during the year was the retirement of Tim Dyson as Chief Executive Officer after more than three decades at the helm
of the Group. Tim’s contribution to Next 15 was considerable. He led the internationalisation of the business, oversaw its listing on the London
market and reshaped the Group into a network of digital and data-led consultancies. On behalf of the Board, I would once again like to thank Tim sincerely for his leadership and dedication.Given the length of Tim’s tenure, the Board had been actively engaged in succession planning for some time and, following his retirement, we were delighted to appoint Sam Knights as CEO. Sam brings first-hand knowledge of the Group, having led SMG through a period of rapid
growth both prior to and following its acquisition by Next 15. His energy, operational focus, deep understanding of how to apply intelligent
technology and entrepreneurial mindset are well suited to the next phase of the Group’s development. The Board has strong confidence in his leadership and in the strategy he has set.During the year, Mickey Kalifa joined as Chief Financial Officer and a member of the Board, following the departure of Peter Harris. Mickey joined the Group after a thorough and rigorous selection process, and brings extensive experience across financial leadership roles in media, technology and marketing services.
His appointment has ensured continuity of financial leadership while also bringing fresh strategic perspective at an important inflection point for Next 15. Mickey’s sector experience and disciplined approach have already proved invaluable as we execute our simplified operating model and establish clear medium-term financial objectives.
As part of this wider leadership transition, Jonathan Peachey informed the Company of his intention to step down as Chief Operating Officer and from the Board on 31 October. Jonathan played a central role in the development of the Group over seven years, including leading significant acquisitions that expanded our capabilities and helping to initiate the current simplification programme. I would like to thank Jonathan for his considerable contribution.
The year has also seen broader changes to the composition of the Board, reflecting our ongoing review of the skills and experience required to support the Group’s evolving strategy. Sam Wren joined the Board as Senior Independent Director in June, bringing extensive experience across finance, audit, risk and portfolio company environments. Her expertise is particularly valuable as the Group continues to simplify its structure and sharpen its focus on capital
allocation and governance discipline.
Penny Ladkin-Brand
Chair
Board and Committees.
The Quoted Companies Alliance’s Ten Principles of Corporate Governance.
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 Leadership Team and the newly formed Operational Board work 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 Chief of Staff through monitoring exercises such as staff surveys, Employee Listening sessions and feedback from Paul Butler as the Board’s workforce engagement representative.
The Company has a suite of policies in place including a Client Ethics Policy to help ensure its employees understand the ethical values of the Group. Compliance with key Group polices is monitored by the Risk and Compliance Team and all businesses are required to confirm annually they have implemented and are compliant with these policies.
Risk management approach
Our risk management methodology combines top-down strategic guidance from the Next 15 Executive Leadership Team with detailed bottomup risk assessments at the functional and brand levels. At the Group level, we run risk workshops and regular updates with functional management and the executive leadership to evaluate and prioritise risks that affect our entire operation. This is balanced by a thorough bottom-up process, where brand management teams conduct reviews of risks pertinent to their operations and maintain brand risk registers. These registers are reviewed by the Risk and Compliance function, which then engages in collaborative discussions with brand teams to shape local risk mitigation strategies and surface any local issues that could have wider implications for the Group.
The actions we have taken to mitigate risks, are set out on pages 58 to 63 of our Annual Report and Accounts 2026. Further information on the role of the Audit and Risk Committee can be found on pages 80 to 85.
The Board is responsible for providing leadership, including setting the strategic direction, the Group’s purpose and values, and promoting its long-term success.
The Nomination Committee reviewed and actioned Board and Committee succession planning during the course of the year. Further information on the activities of the Nomination Committee can be found on pages 78 and 79 of our Annual Report and Accounts 2026.
Details of Board and Committee roles, composition, skills, independence, time commitments, meeting attendance and representation can be found on pages 71 to 75 of our Annual Report and Accounts 2026.
Board biographies can be found on our corporate leadership page
The Board’s structures and processes are set out in detail on pages 70 to 77 of our Annual Report and Accounts 2026.
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.
Subject matter experts and brand representatives are invited to present to the Board to update and develop Directors’ knowledge and skills.
External advisers have been invited to engage with the Board on significant matters throughout the year.
This year’s annual review of the effectiveness of the Board and Committees was facilitated externally. Further information can be found on page 76 of our Annual Report and Accounts 2026.
The Directors' skills matrix can be found on page 72 of our Annual Report and Accounts 2026.
Following the internal review commissioned in the prior year, we have strengthened governance processes and procedures to ensure our brands understand what is required of them. A new delegation of authority for each of the brands and clarification on decision-making is now in place giving Next 15 oversight of the activities of the brands. This makes it clear what decisions can be made at brand level and what needs approval of the Executive Directors and/or the Next 15 Board. As part of our ongoing commitment to good corporate governance, we formally adopted the revised Quoted Companies Alliance Corporate Governance Code 2023 during the year.
Further information on the implementation of the Remuneration Policy for FY26 and the proposed remuneration for FY27 can be found in the Remuneration Committee Report on pages 86 to 105 of our Annual Report and Accounts 2026.
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).
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