Chair’s corporate governance statement
The Directors recognise that shareholders look to the Board to promote the long-term success of the Company and I recognise that effective governance is crucial to achieving this.
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 practices which the Board believes are proportional to the size, risks, complexity and operations of the businesses within the Group.
During the year to 31 January 2022 there were no changes to the composition of the Board. However, as announced on 28 March 2022, we added two new Directors to the Board. Dianna Jones joined as a Non-Executive Director and Jonathan Peachey, Next 15’s Chief Operating Officer also joined the Board. The new appointments to Next 15’s Board reflect the continued growth of the Group in recent years and add a greater breadth of experience, particularly in the US market. Biographies of the new Directors are set out in the annual report.
As Chair, I am responsible for leading the Board and for its governance of the Group. I will work with the enlarged Board to ensure continual improvements to the Group’s governance, taking into account the size and complexity of the Group in order to promote the long-term success of the Group.
We welcome feedback from our shareholders at all times and I encourage all to participate in our AGM.
Penny Ladkin-Brand
Chair
The statement was updated on 20 May 2022
Our approach to risk management is set out on page 16 of our 2021 Annual Report & Accounts, and the principal risks to our business, and the actions we have taken to mitigate them, are set out on pages 17 to 20 of our 2021 Annual Report & Accounts.
The Board is responsible for the strategic direction, investment decisions and effective control of the Group. During the year ended 31 January 2021 the Board comprised two Executive Directors, a Non-Executive Chairman and three Non-Executive Directors.
On 7 May 2020, the Company announced that Richard Eyre CBE would complete nine years as Chairman of the Board on 11 May 2020 and Penny Ladkin-Brand, who chaired the Audit Committee from July 2017, would become Chair of the Board with effect from 1 February 2021. Penny became Senior Independent Director with effect from 7 May 2020 and Richard agreed to continue in post to the end of the financial year, to support a smooth transition. During that time, Penny Ladkin-Brand stepped down from the position of Chief Financial Officer and as an Executive Director of Future plc, a global platform for specialist media, and took up the role of Chief Strategy Officer at Future plc. Richard retired from the Board on 31 January 2021 and Penny succeeded him as Chair of the Board from that date and stepped down as Senior Independent Director and Chair of the Audit Committee.
Robyn Perriss joined the Board on 12 November 2020, as a Non-Executive Director and member of the Audit and Remuneration Committees. From February 2021 she was appointed Chair of the Audit Committee. Robyn brings significant expertise of growth through digital disruption as well as governance and strategic oversight, making her a valuable addition to the Board as Next 15 continues its progress in technology-driven marketing. Robyn served as Finance Director at Rightmove plc, the UK’s largest property portal until 30 June 2020 and previously held senior roles at Rightmove, including as Financial Controller and Company Secretary. Before joining Rightmove, Robyn was Group Financial Controller at Auto Trader, another media sector disruptor. Robyn joined Softcat plc, a leading provider of IT infrastructure to the corporate and public sectors, as a Non‑Executive Director and Chair of the Audit Committee in July 2019 and in January 2021 was appointed to the board of Dr Martens Limited, as a Non-Executive Director, on its floatation on the London Stock Exchange.
Biographies of each of the Board Directors, including the Committees on which they serve and chair, are available here.
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 Company 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 performance of the Board is key to the Company’s success. The performance of the Board and its Committees is evaluated regularly, and the evaluations are conducted with the aim of improving their effectiveness. During the year ended 31 January 2021, the Company engaged the services of Board Excellence to carry out a detailed and independent review of the Board and Board Committee processes, procedures and effectiveness. Board Excellence is a specialist board evaluation firm and has no other connection with the Company. The process consisted of completion by the Board and senior executives of a searching questionnaire of the board dynamics, effectiveness and governance, a review of the last 12 months of all Board, Committee and governance related materials and confidential one-to-one interviews of all the board members and senior executives.
This culminated in a detailed report assessing the board’s effectiveness, governance, and performance across 20 key categories, assessing compliance with the QCA Code and the Financial Reporting Council (FRC) Guidance on Board Effectiveness (2018), comparison with international best practices and recommendations on driving sustained improvement in the board effectiveness. By way of overview, the evaluation concluded that the Board is working effectively, balancing strong oversight, debate and challenge with the independent non-executive directors adding strategic value.
The evaluation also concluded that there was strong compliance with the QCA Code and a deep commitment by the Board to employee engagement and Environment, Social and Governance (ESG).
The principal findings of the independent evaluation and recommendations that are endorsed by the Board for implementation are to:
- Enhance the strategic framework at board/executive level to incorporate agile approaches in the light of market disruption and emerging opportunities.
- Streamline the individual brand executive reporting at board level.
- Expand the focus on ESG at board and committee level.
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 work to embed a corporate conscience that runs throughout Group initiatives and practices.
The Group determines that ethical values and behaviours are recognised and respected through:
- the emphasis on the ‘who’ before the ‘what’ during due diligence when the Group evaluates acquiring new businesses;
- presentations by each business to the Board throughout the year focusing on all areas of their responsibility including people, clients and sustainable growth;
- quarterly Executive Committee meetings with the CEO and senior management; and
- HR policies and practices, reviews and objective setting, and training within each business in the areas they require the most development.
The Board’s structures and processes are set out in detail on pages 24 to 35 of the 2021 Annual Report & Accounts.
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.
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