The YouGov plc Board is committed to delivering high standards of corporate governance – commensurate with its size, stage of growth and the nature of the Company’s activities – to its shareholders and other stakeholders including employees, panellists, customers, suppliers and the wider community.
YouGov is listed on the Alternative Investment Market (AIM) of the London Stock Exchange. As an AIM-listed company, it is up to the Board to decide which, if any, corporate governance code it wishes to adopt for the Company. The Board has decided to follow the principles of the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies (the QCA Code) wherever possible and as appropriate to the size, nature and resources of the Company. The Quoted Companies Alliance is the membership organisation which represents the interests of small and mid-size quoted companies, of which YouGov is a member. The QCA Code aims to apply the key elements of the UK Corporate Governance Code and other relevant governance guidance to the needs of small and medium-sized listed PLCs.
The Board consists of three Executive Directors and four Non-Executive Directors, including a Non-Executive Chairman. For a biography of each of the directors and their responsibilities, see here.
Description of Roles
Different Directors hold the roles of Chairman and Chief Executive Officer and there is a clear division of responsibilities between them. The Chairman is responsible for overseeing the running of the Board and ensuring its effectiveness, ensuring that no individual dominates the Board’s decision-making, and ensuring that the Board operates in the interests of the shareholders and other stakeholders. The Chief Executive Officer’s primary role is to provide overall leadership and vision in developing, with the Board, the strategic direction of the Company. Additionally, the Chief Executive Officer is responsible for managing the day-to-day business activities and for the implementation of the strategy, as are the other Executive Directors. The role of the Non-Executive Directors is to constructive challenge and help in developing strategy, whilst also scrutinising the performance of management.
Matters Reserved for the Board
The Board operates both formally, through Board and Committee meetings, and informally, through regular contact amongst Directors. High-level decisions on such matters as strategy, financial performance and reporting, dividends, risk management, major capital expenditure, acquisitions and disposals are reserved for the Board or Board Committees.
Appointment of Directors
The Board formally approves the appointment of all new Directors. All Directors are required to submit themselves for re-election at the first Annual General Meeting following their appointment and subsequent to this at the Annual General Meeting on a rotational basis, which ensures that each Director is submitted for re-election approximately every three years.
Non-Executive Appointment Terms
The terms of the appointment of Non-Executive Directors is available here.
The Remuneration Committee operates under Terms of Reference agreed by the whole Board. The Remuneration Policy developed by the Committee and details of each Director’s remuneration are presented in the Directors’ Remuneration Report of the Annual Report and Accounts, which can be found here. Its members are Rosemary Leith (Chairman) and Nick Jones.
The Audit Committee operates under Terms of Reference agreed by the whole Board and meets with the auditors to consider the Company's financial reporting in advance of its publication. The Audit Committee reports to the Board on any matters in respect of which it considers that action or improvement is needed, and makes recommendations as to the steps to be taken. In particular the Committee is responsible for:
Its members are Nick Jones (Chairman) and Rosemary Leith. Nick Jones has recent and relevant financial experience.
The whole Board acts as the Nomination Committee, when the need arises, to determine the process for and make recommendations on the nomination of Directors of the Company. It operates as such under Terms of Reference agreed by the whole Board.
The Board receives regular information from management on the Company’s performance and appropriate information relating to the agenda for formal Board and Committee meetings is sent to members in advance of those meetings.
Details of the Company’s major shareholders can be found here.
Communication with Shareholders
The Executive Directors meet regularly with institutional shareholders to discuss the Company’s performance and future prospects. At these meetings the views of institutional shareholders are canvassed and subsequently reported back to the Board. The Annual General Meeting is available as a forum for communication with private shareholders. The Investor Relations section of the Company website is regularly updated and amended with the aim of providing information to shareholders.
The Company’s selected advisors are listed here. All Directors have access to all of the Company’s selected advisors and can obtain independent professional advice at the Company’s own expense in performance of their duties as Directors. Board committees are authorised to obtain, at the Company’s expense, professional advice on any matter within their Terms of Reference. The Audit Committee works with the Company’s auditor, PricewaterhouseCoopers. The Company Secretary is supported on Company Secretarial matters by Numis (NOMAD), Olswang (Solicitors) and Neville Registrars (Registrar).
The Board reviews risks facing the business on a regular basis. The identified principal risks and uncertainties identified are outlined in the Corporate Governance Report of the Annual Report and Accounts, which can be found here.
Key Control and Procedures
The Board maintains full control and direction over appropriate strategic, financial, organisational and compliance issues, and has put in place an organisational structure with defined lines of responsibility and delegation of authority.
The annual budget and forecasts are reviewed by the Board prior to approval being given. This includes the identification and assessment of the business risks inherent in the Company and the media sector as a whole along with associated financial risks.
The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss. The key procedures include;
The Audit Committee also undertakes a formal assessment of the auditors' independence each year which includes:
Any analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in a note to the accounts in the Annual Report and Accounts.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. The Companies Act 2006 requires the Directors to prepare financial statements for each financial year. In accordance with that legislation, the Directors prepare the Company’s Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, and the parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).
UK company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
YouGov maintains insurance in respect of its Directors and Officers against liabilities in relation to the Company.
The Company has adopted a share dealing code for Directors and applicable employees in compliance with the EU Market Abuse Regulation and Rule 21 of the AIM Rules.
YouGov plc, being a UK registered and traded company, is subject to the UK City Code on Takeovers and Mergers legislation.
This information was last updated 5 July 2016.