Corporate governance

Principal

Disclosure

Establish a strategy and business model which promotes long-term value for shareholders.

The Group’s business model and strategy is set out on pages 2 - 13 of the Annual Report and Accounts for the year ended 2019.   The business model and strategy promote long-term value for our shareholders.

Seek to understand and meet shareholder needs and expectations.

Both the Chairman and Executive Director engage frequently with shareholders. There is an ongoing programme of individual meetings with institutional shareholders following the preliminary and half-year results presentations, at which the CEO and CFO update shareholders on strategy and the Group’s performance. Copies of the Annual Report and Accounts are sent to all shareholders and copies of the Annual and Interim reports can be downloaded from the investors section on www.timeout.com, where other information for investors and shareholders is also available. Shareholders have the opportunity to ask questions of the Board during each Annual General Meeting and to speak with Board members informally after the meeting. The Group has an Investor Relations Director, engaging with shareholders.

Take into account wider stakeholder and social responsibilities and their implications for long term success.

The Group takes its impact on the environment seriously. Employees are required to use the organisation’s equipment and materials wisely and reduce wastage where possible. In local offices there are initiatives seeking to limit environmental impacts, such as a group planning and implementing practical local initiatives and delivering reminders to all, in order to reduce environmental impact by staff and the company.

Staff members engage with charities in cities where the company has a presence, by volunteering their time and through fundraising activities.

The Group has a whistle-blowing policy in place and arrangements for employees to report any concerning activity, so that appropriate action can be taken.

Embed effective risk management, considering both opportunities and threats, throughout the organisation.

The Board and Group’s approach to risk is set out in the Audit Committee report on pages 39 to 40 in the Annual Report and Accounts for the year ended 2019.

The Board has overall responsibility for the system of internal control and for reviewing its effectiveness in managing the risks we face. Such systems are designed to manage rather than eliminate risks and can provide only reasonable and not absolute assurance against material misstatement or loss.

Each year, on behalf of the Board, the Audit Committee reviews the effectiveness of these systems. This is achieved primarily by considering the risks potentially affecting the Group and from discussions with the external auditor.

The Audit Committee, on behalf of the Board, reviews the risk environment faced by the Group on a regular basis and how the Group manages and mitigates these risks.

The key risks of the Group are summarised in the Annual Report and Accounts for the year ended 2019 on pages 28 to 29.

On the recommendation of the Audit Committee, the Board has determined that an internal audit function is not required due to the small size of the Group administrative function and the high level of Director review and authorisation of transactions. The Board will keep this matter under review as the Group develops.  A comprehensive budgeting process is completed once a year and is reviewed and approved by the Board. In addition, the Group conducts regular re-forecasts. The Group’s results, as compared against budget and the latest forecast, are reported to the Board on a monthly basis and discussed in detail at each meeting of the Board.

Maintain the board as a well-functioning, balanced team led by the chair.

The board meets at least six times a year. In addition to full board meetings, there are regular discussions on various matters, including strategy, business updates and KPIs, between individual board members and/or smaller group(s) from the board.  The Audit Committee and Remuneration Committee report to the board. 

Each director serves on the board until the annual general meeting following his or her election or appointment. The board is comprised of experienced individuals, with current skills and capabilities from a mix of global and local industries.

Biographies for the Board Directors are available on the Investor Relations area of www.timeout.com.

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.

The Board between them bring current experience and skills from a variety of business sectors and territories across the World. The Board is comprised of a Non-Executive Chairman, one Executive Director and three Non-Executive directors. For the purposes of the QCA Code, the Company considers that from the four Non-Executive Directors (being the Non-Executive Chairman and three other Non-Executive Directors) Lord Rose of Monewden is an independent Director, who  brings skills and experiences from being CEO of other publicly listed companies.

Biographies for the Board Directors are on the Investor Relations area of www.timeout.com.

Evaluate all elements of board performance based on clear and relevant objectives, seeking continuous improvement.

The Board is relatively small and relatively recently formed. The Board has not at this time adopted a formal Board evaluation process/cycle. The Chairman regularly evaluates the Board, individual members and its committees, with the aim of improving their effectiveness. The Company considers this appropriate given the Company’s size and current stage of development. 

Promote a corporate culture that is based on sound ethical values and behaviours.

The Company has adopted the following policies:

Anti-Bribery Policy; Anti-Fraud Policy; Business Ethics Policy; Code of Conduct; Communication Policy; Data Protection Policy; Employee Privacy Notice; IT Security Policy; Mental Health Policy; Risk Management and Identification Policy; Travel & Expense Policy; Whistleblowing Policy;

so that all aspects of the Company are run in a robust and responsible way.

The Company has adopted a share dealing code to ensure Directors and employees do not abuse, and do not place themselves under suspicion of abusing inside information of which they are in possession, and to comply with its obligations under the Market Abuse Regulation, which applies to the Company by virtue of its shares being traded on AIM. Furthermore, the Company's share dealing code is compliant with the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time).

The Company has a global Human Resources team and resources available, including a Company HR Portal accessible by all, where a wide variety of resources can be accessed, including employee support services, all Company policies and an anonymous “suggestions box” with publicly posted responses. The Company encourages personal development, inter-departmental communication and team strategizing and building through provision of training, department/team summits, and social events which are free to attend.

Maintain governance structures and processes that are fit for purpose and support good decision making by the board.

The Group has established committees and policies, to ensure that:

·       it is led by an effective board which is collectively responsible for the long-term success of the Group;

·       the board and the committees have the appropriate balance of skills, experience, independence, and knowledge of the Group to enable them to discharge their respective duties and responsibilities effectively;

·       the board established a formal and transparent arrangement for considering how it applies the corporate reporting, risk management, and internal control principles and for maintaining an appropriate relationship with the Group’s auditors; and

·       there is a dialogue with shareholders based on the mutual understanding of objectives.

In compliance with UK best practice, the board has established an Audit Committee and Remuneration Committee.

Communicate how the company is governed by maintaining a dialogue with shareholders and other relevant stakeholders.

There is an ongoing programme of meetings between the Executive Director with existing shareholders and also between the Executive Director with potential investors. The Annual Report and Accounts is sent to all shareholders and copies of both the Annual and Interim reports are available to the general public and can be downloaded from www.timeout.com. On the Investor Relations section of the website there is other information available for investors and shareholders, including on how the Company is governed and compliance with the QCA Code. Shareholders have the opportunity to ask questions of the Board during each Annual General Meeting and to speak with Board members informally after the meeting.   Both the Chairman and  the Chief Executive Officer and Chief Financial Officer engage with shareholders, including via scheduled meetings following full year and half year results.