RhythmOne is committed to maintaining a set of the highest corporate governance practices that allocate rights and responsibilities among the company's stockholders.
RhythmOne Corporate Governance
The Directors recognize the value and importance of maintaining the highest standards of corporate governance. To this effect, on October 1, 2018 the Board agreed that the Quoted Companies Alliance’s (“QCA”) code of corporate governance was the most appropriate for RhythmOne plc to follow, and so, was formally adopted.
The main principles of the QCA Code and how RhythmOne ensures that it is fully compliant with these principles are set out below:
Establish a strategy and business model which promote long-term value for shareholders;
RhythmOne has an established strategy and strives to provide the most efficient and effective platform for digital advertising at scale and to maximize return on spend for advertisers and monetization for publishers. All aspects of the business are subject to Board review on at least an annual basis to ensure they promote long-term value for shareholders.
Seek to understand and meet shareholder needs and expectations;
Our Executive Directors offer to meet the major shareholders after the announcement of both the year end and interim results. As well as presenting an explanation of these results, these meetings give the shareholders an opportunity to inform the Directors of both their needs and expectations. The AGM is an opportunity for all shareholders to present their views to the whole Board.
Consider wider stakeholder and social responsibilities and their implications for long-term success;
Regular meetings are held with the executive management team to ensure that the strategic vision of the company is clearly presented.
Meetings are held with other stakeholders as appropriate.
Embed effective risk management, considering both opportunities and threats, throughout the organization;
The Board is responsible for the RhythmOne’s risk management and undertakes a systematic review of the key risks and uncertainties which face the company. It seeks to embed risk management and to facilitate the implementation of risk management measures throughout the company’s business.
Specifically, the company engages in the following practices to mitigate risk:
- Review internal controls and processes to ensure financial compliance;
- Review insurance coverage is in alignment with similarly situated companies in our industry;
- Review the company’s data collection practices throughout its various product lines to ensure compliance with relevant data collection rules and regulations; and
- Review contractual agreements to ensure the company’s assets are adequately protected.
Maintain the board as a well-functioning, balanced team led by the chair;
A Board effectiveness review is completed annually, with the results debated at the appropriate Board meeting. This review includes an assessment of whether the Board has functioned in compliance with this principle through assessing, inter alia, directors’ level of skills and experience, the Board’s performance, review of company strategy, quantity and quality of board meetings. There were recent departures from the Board and the Board is currently reviewing the committee composition and will make changes as appropriate.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities;
This is part of the Board effectiveness review outlined above.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
This is part of the Board effectiveness review outlined above.
Promote a corporate culture that is based on ethical values and behaviors;
There is a company-wide sexual harassment policy reinforcing the company’s commitment to providing a work environment that is free from unlawful discrimination and harassment.
The importance of ethical value and behaviors is included in the regular executive management meetings mentioned above.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board; and
In addition to the Board, that is currently comprised of two executive and two non-executive directors, the following sub-committees of the Board are in place, each having their own terms of reference and currently comprised solely of Non-Executive Directors of the Company. There were recent departures from the Board and the Board is currently reviewing the committee composition and will make changes as appropriate.
Audit Committee whose main responsibilities are:
- Monitor and review the integrity of the company’s financial statements, including a review of the significant financial reporting issues and judgements contained therein;
- Monitor and review the effectiveness of the company’s internal control and risk management systems;
- Monitor the effectiveness of the company's internal audit and risk function;
- Monitor the Group’s policies and practices concerning business conduct and ethics; and
- Monitor the company’s relationship with the external auditor, including its independence and management’s response to any major external audit recommendations.
Remuneration Committee whose main responsibilities are:
- Determine and agree the framework and broad policy for the remuneration of the Directors and senior executives;
- Review the ongoing appropriateness and relevance of the company's remuneration policy including in relation to retention and development;
- Approve the design of, and determine targets for, any performance related pay schemes operated by the company and approve the total annual payments made under such schemes; and
- Determine the total individual remuneration package of each executive director and other senior executives including bonuses, incentive payments and share options or other share awards.
Nomination Committee whose main responsibilities are:
- Review the structure, size, and composition of the Board, including skills, knowledge, experience and diversity;
- Consider succession planning for Directors and other senior executives;
- Identify and nominate for Board approval candidates to fill Board vacancies; and
- Keep under review leadership needs of the company, both executive and non-executive, with a view to ensuring continued ability of the company to compete effectively in the marketplace.
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The compliance with this principle has been addressed through regular meetings with investors and regular staff and other stakeholder meetings as outlined above.