DCD Media plc
Corporate Governance – QCA Code
All members of the board believe strongly in the value and importance of good corporate governance and in our accountability to all of the company’s stakeholders, including shareholders, staff, advisers, our distribution and production partners as well as other suppliers. In the statement below, we explain our approach to governance, and how the board and its committees operate.
Changes to AIM Rule 26 on 30 March 2018 require AIM companies to apply a recognised corporate governance code by 28 September 2018. Having assessed our corporate governance we are delighted to disclose this information with all stakeholders accordingly.
The corporate governance framework which the group operates, including board leadership and effectiveness, board remuneration, and internal control is based upon practices which the board believes are proportional to the size, risks, complexity and operations of the business and is reflective of the group’s values. Of the two widely recognised formal codes, we have therefore decided to adhere to the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies (revised in April 2018 to meet the new requirements of AIM Rule 26).
The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures.
We have considered how we apply each principle to the extent that the board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each. Consideration to the ownership of the business is key in where the board deviate from any QCA code directives. The company is owned 97.71% by two institutional investors with the four board members made up of three directors from Timeweave Ltd, its majority shareholder. Timeweave Ltd owns 71.55% and Lombard Odier Investment managers 26.16% accordingly.
Board composition and compliance
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’.
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.
While there is no formal evaluation of the board on an annual basis in place the director’s and the committees do evaluate the contribution of each on an ongoing basis. The board recognise the importance of evaluating the performance of each individual member but also recognise that for the size of company this form of self-evaluation is sufficient currently. Going forward as the company grows we will look to utilise external facilitators in future board evaluations.
The directors of the company are open for discussion with shareholders at any point. Furthermore, they seek to keep shareholders informed through detailed full year and interim results notices, the AGM, RNS releases, an up to date and detailed website as well as through more modern platforms such as Twitter and LinkedIn. The company promote the AGM as a chance to ask questions and discuss issues face to face with the board. Given that only 2% of shares are in the public domain (outside of the two major institutional investors) there has been little shareholder engagement in the past few years at the AGM.
The directors confirm that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable while providing the information necessary for shareholders to assess the group’s position and performance, business model and strategy.
28 September 2018
The following paragraphs set out DCD’s compliance with the ten principles of the QCA Code.
1) Establish a strategy and business model which promote long-term value for shareholders
We aim to deliver original, inspiring and popular television programmes and media content for clients around the world, enabling them to achieve high audience satisfaction and ratings. Furthermore, we aim to become the world’s top independent TV rights distributors.
In striving to achieve the above we have some major challenges as outlined below:
- Maintaining, growing and building long-lasting relationships. This is primarily aimed at some of the most renowned broadcasters and independent producers worldwide and it allows us to be at the forefront of the international media distribution industry. Our staff are encouraged to network as often as possible and meet with new producers to establish connections that might become incredibly valuable in the future.
- Finding interesting and current programming that consumers want to watch. This is partly a biproduct of the relationships above as these will help drive a lot of the content we are exposed too. Furthermore, we are in regular contact with suppliers to be the preferred distributor for them for new content they have.
- Obtaining good funding. The business is reliant on obtaining flexible funding from involved partners. We seek to work closely with our funding partners to ensure that all parties are aligned in their knowledge and understanding and to acknowledge how important we feel their involvement is in the whole process.
- Maintaining client / customer assets securely – safeguarding of client assets is of paramount importance to us and is at the centre of everything we do. Without customer confidence in safeguarding of their assets the business would not operate.
- Recruiting and retaining the best staff – the company’s ability to execute its strategy is dependent on the staff it employs. We seek to ensure staff are well motivated, appropriately equipped with the required skill set, empowered and remunerated competitively in the market.
The board believes it has the right strategy, staff and service to deliver growth across the business for the medium to long term. Having been through a consolidation exercise within the business we feel it is on the right path to go from strength to strength in the future.
2) Seek to understand and meet shareholder needs and expectations
Due to the business ownership structure noted above the business has two major shareholders owning 98% of the business. The board consists of three directors from its majority shareholder, as such they are kept up to date regularly any issues raised are addressed directly with management as and when they are brought to their attention.
With regards to private shareholders the primary forum for dialogue through contribution in the AGM, however, we also encourage and field queries through the contact details on the website or through written communication. All enquiries and queries will be responded to in a timely manner and discussed by the board where required.
The person responsible for shareholder liaison is David Crave, CEO. He is aided by Lucy Pryke who is head of IR.
3) Take into account wider stakeholder and social responsibilities and their implications for long-term success
DCD Media understands that its relationship with its staff, shareholders, customers, partners and suppliers is critical to achieving its goals.
Staff – our ability to fulfil our clients requirements rely on having talented and well-motivated staff. The business has always maintained a positive open door policy with excellent interaction between management and staff. No questions are off limits and regular briefings are addressed directly from the directors themselves. The culture is one of innovation and ideas and to achieve this the business is reliable on good engagement across the business.
We have regular staff meetings within our open plan office and encourage feedback and comments directly or through private one-to-ones with all staff at least twice a year with management.
Clients – maintaining good relations and effective communication with clients is imperative to the business. We endeavour to see our clients as much as we possibly can and arrange for several functions throughout the year for them to come and speak to us face to face. As well as this we aim to understand their client requirements from the outset and continually strive to provide the best service we can.
We try to obtain as much feedback as we can from clients from what went well to what could have been better. All feedback is welcome and taken on board by the executive team directly. We aim to stay abreast of our clients work as well as investing in technologies to service their requirements in the best possible way possible.
Suppliers – It is imperative that we maintain and build strong relationships with producers / suppliers of content. Without this two-way communication with them we would not have access to some of the best content out in the market for us to eventually sell. We need to be at the forefront of our suppliers minds for distribution and aim to become the go to company for them to use for content distribution and selling. Our relationships are all built on honesty and trust but ultimately doing what we say we will do.
4) Embed effective risk management, considering both opportunities and threats, throughout the organisation
Financial and operational risks are reviewed annually and updated where necessary. Within the scope of the annual audit, specific financial risks are evaluated further and in detail, including in relation to foreign currency, interest rate, liquidity and credit risk. Further detail is disclosed in the annual report.
Staff are encouraged to report any weakness they think is present in the business. Furthermore, if any security or threat is perceived by a member of staff it is taken with the utmost importance and dealt with immediately by management and the wider team.
5) Maintain the board as a well-functioning, balanced team led by the chair
The Board consists of two executive directors and two non-executive directors. The board is chaired by David Carven who is also the Group CEO. There is one independent executive director in Nicky Davies Williams, the as the three others are all directors of the Group’s majority shareholder Timeweave Ltd. The Board do not see the need for any further involvement currently but this will be reviewed annually to ensure the company is functioning to the best of its abilities with the current executive team in place. Further details on the Board directors are disclosed on the company website.
6) Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
All four members of the board bring relevant sector experience. This comes from a diverse range of backgrounds which provides varying view points and ideas to come to the fore and to spark healthy debate during meetings. Each director is responsible for their own Personal Development Plan, but each will stay up to date on industry trends and movements through attending seminars and reading relevant literature specific to the media industry and beyond. For Neil McMyn (CA) he is overseen by the Institute of Chartered Accountants of Scotland (ICAS) which requires him to maintain his professional standards and stay up to date with accounting developments accordingly. Andrew Lindley as a practicing solicitor and as such is required to stay abreast of relevant legal changes in order to maintain his professional standards and knowledge.
A summary of each director and their background is outlined below:
David Craven (Executive Chairman & CEO)
Term of office: Appointed as Chairman and CEO in June 2012 when the company’s majority shareholder, Timeweave Limited, took up its position.
Background and suitability for the role: David Craven was appointed CEO of DCD Media in October 2012 and Executive Chairman in January 2014. He is also CEO and a Director of Timeweave Ltd, which he joined in April 2011. David brings significant sector-specific and broad commercial experience to the Group, having held senior roles with News Corporation, UPC Media and Trinity Newspapers. He was also joint MD of the Tote for six years and was closely involved in its privatisation, and has held senior executive roles at UK Betting Plc and Wembley Plc. David was also a co-founder of broadband and interactive TV media group, UPC Chello, and is a co-founder of the Gaming Media Group.
Time commitment: 80% of time
Nicky Davies Williams (Executive Director)
Term of office: Appointed as director of the company in June 2014.
Background and suitability for the role: Nicky Davies Williams was appointed CEO of DCD Rights, DCD Media’s distribution and licencing division, in December 2005 when she sold NBD TV, a company she founded and ran successfully for over 22 years, to the Group. An English Literature graduate from Leeds University, she began her career in the music business, moving into film and television distribution at Island Pictures, where she rose to the post of Sales Director, prior to founding her own company in 1983. She has managed DCD Rights’ growth into one of the world’s leading independent distributors. Her experience includes non-executive directorships on the Board of The Channel Television Group from 1991-1998, and as a founding non-executive of the Women in Film and Television in the UK.
Nicky is key in the overall decision making and strategy of the business as she is the only Independent Director having no ties to its major shareholder, Timeweave Limited.
Time commitment: Full time
Neil McMyn (Non-Executive Director)
Term of office: Appointed as non-executive director in September 2012 following a successful purchase by its parent Timeweave where he is also a director.
Background and suitability for the role: Neil McMyn is a chartered accountant and Chief Financial Officer of Tavistock Europe, an international private investment organisation. Previously Neil spent nine years with Arthur Andersen Corporate Finance in Edinburgh and six years in advisory and funds management roles at Westpac Institutional Bank in Sydney. Neil was also appointed as Chief Financial Officer of Ultimate Finance Group in July 2015. He became a Non-Executive Director of DCD Media in September 2012.
Time commitment: Two to three days per month
Andrew Lindley (Non-Executive Director)
Term of office: Appointed as non-executive director in September 2012. Andrew has valuable experience in listed entities and is on top of the legal requirements for the company operating in such an environment.
Background and suitability for the role: Andrew Lindley joined the Board of DCD Media in September 2012. He is a practicing solicitor and holds another non-executive role with Turf TV. Andrew was a Director of the Tote for the six years up to its sale in 2011 and spent five years at Northern Foods plc before that.
Time commitment: One day per month
7) Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The directors are assessed primarily on business performance throughout the year and more thoroughly at the year end. Due to the shareholding of the business the board are predominantly put in place by its major shareholder, Timeweave Ltd, with one independent director in Nicky Davies Williams. Until such a time as seen fit by Timeweave Ltd, the directors will remain in place. They will be assessed by the board of directors of Timeweave and also by the directors of its ultimate parent company Mayfair Capital Investments UK Ltd.
The board do not feel there is any need to amend this currently but should there be a requirement to assess performance further they would be open to external facilitators aiding in this process.
8) Promote a corporate culture that is based on ethical values and behaviours
We encourage a collaborative, innovative and respectful culture across our workforce. We aim to empower our staff as much as possible and to ensure they feel involved with the business and its overall strategy. The business has a minimal level of staff turnover, and while the team is only small, we believe this is testament to the fact that the business is so connecting from top down.
While no formal ethical values are outlined to staff the culture is already present and is incredibly positive across the business. Until such a time as we feel that the culture does regress or show signs of becoming less positive the Board do not plan to change the ethical values encouraged throughout the business.
9) Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board provides clearly communicated strategic objectives and aims to drive the strategy of the business forward within the parameters of its corporate governance framework. It’s purpose is to ensure long-term shareholder value as well as safeguarding the company’s assets on a day-to-day basis. In order to achieve this they clearly set out business objectives at the start of each year and regularly revert back to these to ensure everyone in the business understands where we are against them.
The Audit Committee monitors the integrity of the financial statements, oversees risk management and control, and reviews external auditor independence.
The Remuneration Committee sets and reviews the compensation of executive directors including the setting of targets and performance frameworks for bonuses.
The CEO has overriding responsibility on setting and implementing corporate governance and in promoting high standards throughout the business. He leads and chairs the board while ensuring that committees are properly structured and have the means to carry out their roles. He also oversees the communication of company results, updates and strategic direction to all stakeholders alike.
The Executive Board consists of David Craven and Nicky Davies Williams. They are ultimately responsible for implementing the strategy and ensuring operations are effective and efficient. They are responsible for the significant management decisions while delegating operational matters to managers within the business.
The Company Secretary is responsible for providing clear and timely information flow to the Board and its committees and supports the Board on matters of corporate governance and risk.
The board has approved the adoption of the QCA Code and its governance framework and will assess its viability and suitability of it on an annual basis with amendments made to this statement or any part of it as and when they are required.
10) Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
As mentioned previously the company shareholding structure means that 98% of the issued share capital is held by two investors and one of those is a majority shareholder with 71.55% of ordinary shares with their own appointments on the board. In this way they are kept up to date through regular dialogue on significant matters and on day-to-day operations of the business when required. Any issues with governance or performance will be dealt with swiftly as a result of this close working relationship.
With regards to other shareholders and stakeholders alike they are kept up to date through the various releases to the market including the Annual Results, Interim Results, AGM and RNS releases. We endeavour to keep stakeholders up to date with significant operational matters through these means but also, as mentioned, encourage involvement and questions directly through our website and contact details.