Statement of Compliance
The Group has adopted a framework for corporate governance which it believes is suitable for a company of its size with reference to the key points within the UK Corporate Governance Code issued by the Financial Reporting Council (“the
DCD Media Plc's shares are quoted on AIM, a market operated by the London Stock Exchange Plc and as such there is no requirement to publish a detailed Corporate Governance Statement nor comply with all the requirements of the Combined Code. However, the Directors are committed to ensuring appropriate standards of Corporate Governance are maintained by the Group.
The Company confirms that, pursuant to AIM Notice 50, and the upcoming changes to the AIM Rules for Companies as regards certain new corporate governance requirements, it intends to adopt the Quoted Company Alliance’s Corporate Governance Code for Small and Mid-Size Quoted Companies 2013 (the “QCA Code”). The QCA Code will be adopted and implemented on or before of 28 September 2018.
The Board recognises its collective responsibility for the long term success of the Group. It assesses business opportunities and seeks to ensure that appropriate controls are in place to assess and manage risk.
The Board of DCD Media currently comprises two executive Directors and two non-executive Directors. During a normal year there are a number of scheduled Board meetings with other meetings being arranged at shorter notice as necessary. The Board agenda is set by the Chairman in consultation with the other Directors’ and Company Secretary.
The Board has a formal schedule of matters reserved to it for decision which is reviewed on an annual basis.
Under the provisions of the Company’s Articles of Association all Directors are required to offer themselves for re-election at least once every three years. In addition, under the Articles, any Director appointed during the year will stand for election at the next annual general meeting, ensuring that each Board member faces re-election at regular intervals.
The Directors are entitled to take independent professional advice at the expense of the Company and all have access to the advice and services of the Company Secretary. The Company will take all reasonable steps to ensure compliance by Directors and applicable employees with the provisions of the AIM Rules relating to dealings in securities.
The Audit Committee comprises Neil McMyn and Andrew Lindley. Within its agreed terms of reference, the Audit Committee will meet semi-annually and it is responsible for ensuring that the financial performance of the Company is properly monitored and reported on. It has the opportunity to meet with the Company's auditors without executive Board members being present and will review reports relating to accounts and internal control systems.The Remuneration Committee comprises Andrew Lindley and Neil McMyn. Within its agreed terms of reference, the Remuneration Committee considers and determines the remuneration of the executive and non executive Directors and senior employees of the Group and also considers and determines incentive arrangements for executives and employees including the Company's share option arrangements.The terms of reference prevent any member of the Remuneration Committee who is an executive Director from taking part in any discussions or decisions relating to his own remuneration.
The Group’s policy is to encourage employee involvement at all levels as it believes this is essential for the success of the business. There is significant competition for experienced and skilled creative staff and administrators. The Directors are aware of this and have looked to encourage and develop internal resources and to put in place succession plans. In addition, the Group has adopted an open management style to encourage communication and give employees the opportunity to contribute on business issues.
The Group does not discriminate against anyone on any grounds. Criteria for selection and promotion are based on suitability of an applicant for the job. Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes of the applicants concerned. In the event of members of staff becoming disabled, every effort will be made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be at least comparable with that of other employees.