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.
We have adopted the principles of the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies (the QCA Code) as appropriate to the size, nature and resources of the Company.
On this page, you can find information about our Corporate Governance structure and disclosures. To jump to a specific section, please click on the quick link below:
|QCA Code Compliance||The Board|
|Board Committees||Shareholders Information|
|Role of External & Internal Advisors||Risk Management|
|Auditor Independence||Statement of Directors' Responsibilities|
|Share Dealing Code||Takeover Code|
The Company’s governance structures and practices meet those set out in the QCA Code. A Corporate Governance Statement from our Chair, articulating his responsibility for corporate governance, explaining how the QCA Code is applied by the Company and identifying key governance related matters which have occurred during the year, will be contained in our 2018 Annual Report.
The Principles of the QCA Code specify where certain disclosures should be made. In the section immediately below, you will find the location of each disclosure made on this website. Remaining disclosures will be made in our 2018 Annual Report. This will be published in November and will be available online here.
In compliance with the QCA Code, the disclosures on our website are:
Information on how we engage with shareholders, how successful this has been and the point of contact for investor relations is available here.
Our business model is available here.
Stakeholder engagement and actions which have been generated is available here.
Our board evaluation process is available here.
Succession planning is available here.
Our approach to ensuring ethical values and behaviours is available here.
Latest AGM votes are disclosed here.
No significant proportion of votes have been cast against a resolution in general meeting.
Annual reports and other governance related material for the past 5 years are available here.
The Board consists of three Executive Directors and six Non-Executive Directors, including a Non-Executive Chair. For a biography of each of the directors and their responsibilities, see here.
Description of Roles
Different Directors hold the roles of Chair and Chief Executive Officer and there is a clear division of responsibilities between them. The Chair 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 constructively challenge and help to develop 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 Committees.
Appointment of Directors
The Board formally approves the appointment of all new Directors, following consideration of the recommendation from the Nomination Committee. All Directors are required to submit themselves for re-election at the first Annual General Meeting following their appointment and subsequently 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 Board undertakes an evaluation of its own effectiveness on an annual basis. In accordance with best practice, and given the recent changes to the Board, the evaluation process was revised in 2018. After review, the Board determined that a more formal in-house board evaluation would be most appropriate. This year’s evaluation has been facilitated by the Corporate Secretariat and consists of:
• Questionnaires completed by each Director on board effectiveness;
• Individual peer-to-peer questionnaires; and
• One-on-one discussions with the Company Secretary.
In accordance with the process, anonymised results from the questionnaires and discussions are shared with the full Board to facilitate discussion and, if appropriate, allocation of actions for improvement.
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
In line with changes to the board during 2017-18, the governance framework was reviewed and updated (including succession planning and board evaluation). We will continue to evolve in line with the growth of the Company.
The Board has three Committees, each with their own specific areas of responsibility – Remuneration, Audit and Nomination. Each Committee meets in accordance with its Terms of Reference and on an ad hoc basis as required.
Rosemary Leith (Chair, Non-Executive Director), Ashley Martin (Non-Executive Director), Andrea Newman (Non-Executive Director)
Terms of Reference:
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.
AUDIT & RISK COMMITTEE
Ashley Martin (Chair, Non-Executive Director), Rosemary Leith (Non-Executive Director), Ben Elliot (Non-Executive Director)
Terms of Reference:
The Committee operates under Terms of Reference agreed by the whole Board.
In particular the Committee is responsible for:
The 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
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. Chair of the Board is not involved where the matter under consideration is succession to the Chair.
Terms of Reference:
The Committee operates under Terms of Reference agreed by the whole Board.
In particular, the Committee is responsible for:
In fulfilling its role, the Committee will take into account the outcome of any board effectiveness evaluation.
Details of the Company’s major shareholders can be found here.
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. Feedback from recent meetings with institutional shareholders has been positive. 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.
Shareholders who wish to contact the Company can email email@example.com.
The Company’s selected advisors are listed here. All Directors have access to the Company’s 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) and Neville Registrars (Registrar).
The Board reviews risks facing the business on a regular basis. The identified principal risks and uncertainties are outlined in the Corporate Governance section 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 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.
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 (IFRS) 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.
This information was last updated 1 November 2018.