Since its introduction in 2018, GBG has adopted and observed the governance principles set out by the Quoted Companies Alliance ('QCA') Corporate Governance Code (the ‘QCA Code’). The Board believes that its adherence to the QCA Code has provided a strong foundation for delivering shareholder value.
The information contained below was last reviewed on 27 June 2024:
Our strategy is designed to deliver long-term, sustainable growth in a dynamic and growing global industry. Our business model is focused around four key focus areas, which will enable us to deliver on our purpose of ‘building trust in a digital world’. Our strategy and business model are set out in the Strategic Report on pages 3 to 46 of the 2024 Annual Report and Accounts.
The Chair and Chief Executive Officer work closely to ensure the strategic direction is strong and messages are, communicated to, and understood by shareholders. The Executive Directors, Dev Dhiman and David Ward, are responsible for recommending the Group’s strategy to the Board, based on the interests of our shareholders, customers, team members and other stakeholders. The Board is fully involved in discussing and developing our strategy and business model with the Executive Directors before implementation. The Executive Directors are then responsible for putting the strategy into action and managing the day-to-day business. The Board ensures that the Group communicates its strategy to investors, team members and other stakeholders using appropriate methods of communication for each group. The Board held its annual Board Strategy event over two days in November 2023 covering its key priorities with a focus on long-term strategic growth.
GBG has a clear strategy to deliver profitable growth. Our attractive financial operating framework delivers high levels of repeatable revenue, consistent operating margins, and a disciplined approach to capital allocation that supports a strong balance sheet. We believe that our business model enables us to continue to create long-term value for our shareholders, as demonstrated by our progressive dividend policy and despite short-term share price volatility, our focus on long-term strategic growth.
The Directors’ Report on pages 83 to 85 of the 2024 of the Annual Report and Accounts contains further information on this financial year’s dividend. The total shareholder return graph is provided in the Remuneration Committee Report on page 73 of the 2024 Annual Report and Accounts.
Communication with shareholders is given high priority by the Board. The Executive Directors and, where appropriate, other members of the Board communicate regularly with institutional investors and sell-side research analysts through press releases, general presentations at the time of the release of the annual and interim results and additional meetings throughout the year.
Understanding what investors and sell-side research analysts think about GBG and, in turn, helping them understand our business, is a key consideration as we take strategic decisions and allocate investment to drive the business forward. We share feedback from these meetings with the Board. The Board considers this information to make sure there is a clear understanding of the views of shareholders.
We provide regular updates to investors so they can be assured that the company is being managed responsibly.
For our shareholders we communicate through regular announcements and update statements to the London Stock Exchange and through our website, particularly the investors section, where investors can register for emails notifications of future announcements. Shareholders are encouraged to arrange meetings with the Board should they wish to address any specific matters.
We communicate with our shareholders through the Annual Report and Accounts, trading updates, investor roadshows at the full and half year, the Annual General Meeting (‘AGM’) and Capital Markets Events, as appropriate. The Company announces the result of the proxy votes cast for each resolution proposed at each general meeting of the Company immediately after such meeting, and a range of corporate information (including historical annual reports and notices of meetings, announcements, dividend information and presentations) is made available on the investor pages of the company website. The Board receives regular updates on the views of shareholders through reports from its brokers and from Directors following shareholder engagement. Analyst notes are reviewed, and discussions held with the Company’s brokers to maintain a broad understanding of varying investor views.
Further detail on how we engage with our shareholders can be found within the Stakeholder Engagement section on page 16 of the 2024 Annual Report and Accounts and breakdown of Board activity on page 52.
The Executive Directors are primarily responsible for shareholder liaison, however, should you wish to contact any member of the Board you can email mail_investor@gbgplc.com to arrange this. In addition, you can contact GBG’s investor relations team. Details for the team can be found here.
Understanding the views and issues raised by our stakeholders forms a key part of the Board’s decision-making process. The Company invests in and works consistently to develop and strengthen the relationships it has with all of its stakeholders, to understand their needs and requirements. The regular flow of information to the Board provides context and ensures that the Directors are made aware of the interests of our stakeholders and the key matters affecting them when Directors consider the Group’s strategy and take decisions.
To assist the Board, all papers requiring material decisions include clear explanation as to the expected impact on those stakeholders relevant to the decision, whether positive or negative. Examples of the ways in which stakeholder interests and views have influenced the Board’s decision-making during the year can be found on our S.172 statement [include link to statement]. Details of our key stakeholder groups, alongside how we engage, can be found in on page 16 of the 2024 Annual Report and Accounts and our S.172 statement.
We are committed to fulfilling our wider stakeholder and environmental and social responsibilities. This year we have published our first ESG Impact Report to provide our shareholders and stakeholders more insight into GBG’s ESG impacts, commitments and responsibilities. Recognising the importance of effective engagement with all stakeholders including team members, partners, customers, suppliers and shareholders, we have implemented various policies, including our Code of Conduct, to guide our interactions. Our ESG Strategy, Environment, Everyone and Ethics, provides a framework to drive action on the most impactful and important areas for our stakeholders. Last year we conducted a materiality assessment to understand the topics that matter most to our stakeholders and those that will have the biggest impact on our business, the results on which can be found on page 5 of the ESG Impact Report.
It is very important for us to have regular engagement with our key stakeholder groups. How we engage with our shareholders is detailed in Principle 2. We work closely with our customers, to understand the challenges they are experiencing and provide solutions that will help. Throughout the year we conduct customer satisfaction meetings and surveys. For more detail on customer engagement please see our ESG Impact Report.
For our people we run an engagement survey twice a year (the Q12 survey) to give all team members a voice and allow us to identify, listen and respond to any feedback that might affect engagement. Following the Q12 results, all senior managers and Executive Team members must champion action plans in each of their areas for any improvements that need to happen. More information on the results of this year’s Q12 surveys can be found on in our ESG Impact Report on page 18. In addition, the Board and Executive Team communicate with team members regularly to keep them informed about how the business is performing through our global intranet platform ‘be/connected’. This platform also lets team members share news stories and access learning resources and general information about GBG. Throughout the year, the Executive Team hold events with team members such as the yearly kick off and regular town halls. This gives team members the opportunity to engage and interact with the Executive Team, ask questions and give feedback.
The insights gathered from stakeholder feedback are regularly presented to the Board, informing strategic decisions, shaping our product roadmap, and enhancing customer interactions across the entire journey. By prioritising the evolving needs of our diverse customer base, we ensure that our customer experience initiatives remain aligned with stakeholder expectations and industry standards.
The Chair takes overall responsibility for ensuring that stakeholder engagement remains a priority, however all Directors have a responsibility in this regard, more details can be found in our S.172 statement.
The Audit & Risk Committee reviews the suitability and effectiveness of risk management processes and controls on behalf of the Board. Further details of the Group’s approach to risk management, together with a full description of the key risks faced by the Group, are set out in pages 36 to 46 of the 2024 Annual Report and Accounts.
In addition, the Board regularly conducts a rigorous and in-depth assessment of GBG’s financial position. The Board actively challenges the annual budgeting process prior to approval. The Executive Directors will provide regular updates on performance against this Budget and any updates to the forecast results, ensuring communication of vital information that may have an impact on forecast.
In FY24 the Audit & Risk Committee assessed the independence of the external auditors, PwC, and the Committee is satisfied that PwC are independent. Further the Committee has and will continue to assess the independence of the external auditor at least once a year through:
Climate risks were discussed in the March 2024 ESG Committee meeting with various climate risks being identified and the likelihood and impact being discussed. Those risks identified as having a high likelihood and impact have been disclosed in the Non-Financial and Sustainability Information Statement on pages 26 to 29 of the 2024 Annual Report and Accounts.
On appointment, each Non-Executive Director receives a letter of appointment setting out, among other things, their term of appointment, the expected time commitment for their duties to GBG and details of any Committee memberships. The Board has strong independent representation, a good balance of skills between the Executive and the Non-Executive Directors and a good balance of both gender and ethnicity. Non-Executive Directors are initially appointed for a three-year term, after which a review is undertaken to consider renewal of the term. All Directors are subject to re-election by shareholders. Detail on the Board's structure and composition can be found on page 51 of the 2024 Annual Report and Accounts.
Executive Directors dedicate a full-time commitment to the Company. Non-Executive Directors allocate sufficient time to effectively discharge their responsibilities. For 2023 this included the preparation for, attendance at, and dealing with actions arising from all Board and Committee meetings. For a breakdown of Board and Committee attendance, see page 50 for the 2024 Annual Report and Accounts. The Chair and Company Secretary keep Board processes under review to develop and formalise, including conducting detailed annual planning and agenda setting. This results in the Board and its Committees receiving high quality, accurate and timely information on a regular basis. The Board and its Committees are evaluated annually. Details of the Annual Board Evaluation can be found in the Nomination Committee Report on pages 75 to 80 of the 2024 Annual Report and Accounts and Principle 7 below.
Chris Clark resigned from the Board as of 30 January 2024. The Nomination Committee, led by the Chair, recommended Dev Dhiman’s appointment to the Board following a rigorous process in line with the Company’s succession plan. Dev's experience and deep understanding of GBG, its markets and potential, made him the ideal candidate to replace Chris on the Board. Dev’s bio can be found here and the Nomination Report on pages 75 to 80 of the 2024 Annual Report and Accounts.
For more detail on Board activity during the year, please see page 52 of the 2024 Annual Report and Accounts.
All Directors are professionally active. Each has demonstrated that they possess the appropriate skills, capabilities and experience for the roles they perform, including as members of the various Board Committees. The skills and experience of the Board are reviewed annually to ensure the ongoing effectiveness of the Board and that we have the right combination of skills and knowledge. This begins with an induction for all new Directors which is tailored to meet any specific requirements. All Directors have access to the Company Secretary and are provided with access to key policies and up to date Terms of Reference for each Committee. From time-to-time the Board invites its professional advisors to board meetings for legal and regulatory updates. Each Director can discuss any development needs with the Chair at any time. All Directors are encouraged to strengthen and refresh their knowledge by attending any workshops, seminars and courses relevant to their respective roles.
Information on the activities of the Nomination Committee in terms of reviewing Board structure, size and composition and Director Inductions is on pages 75 to 80 of the 2024 Annual Report and Accounts.
The Board undertakes regular assessments of its effectiveness, ensuring alignment with the needs of the business. The Chair maintains ongoing communication with Board members to address any concerns. The Board carries out an externally facilitated Board Effectiveness Review every three years, this was last conducted in FY22 by Boardclic. The Board also conducts an internal review of its effectiveness during the intervening period via an online questionnaire.
This year, we carried out an internal review of the GBG Board via online questionnaire. Further information regarding this process, along with its outcomes and recommendations, can be found in the Nomination Report on pages 76 and 77 of the 2024 Annual Report and Accounts.
The Nomination Committee continually develops succession plans in respect of the Board. The recommendation to appointment Dev Dhiman to the Board was in line with the Company’s succession plan. Training and development plans are provided to senior and emerging leaders across the Group in order to continue to develop the pipeline of internal talent for the future. Further information regarding succession and talent development can be found in the Nomination Report on pages 75 to 80 of the 2024 Annual Report and Accounts.
The Board embraces its role in setting the high standard for corporate culture at GBG which focuses on ensuring the delivery of long-term value to shareholders whilst stressing the vital importance of engaging effectively with relevant stakeholders.
GBG has also established a robust compliance framework to regulate its activities in respect of business conduct, including: modern slavery, anti-bribery and corruption, data protection, whistleblowing, non-facilitation of tax evasion and closely monitors compliance with these. The Group has a ,Diversity and Inclusion Policy which the Board oversees adherence to. Through our new ‘Trust(ed)’ programme, our leaders ensure that there is a culture of safe behaviour, by allowing an exchange of views in an open and honest environment. Our Code of Conduct, which underpins our commitment to professional and ethical standards, is reviewed annually by the Board. The Code of Conduct is accessible to team members via the Intranet. Furthermore, it is a requirement for all team members to undertake a compulsory training module related to this policy.
More information on our culture can be found in our ESG impact Report.
Our Board believes that good corporate governance is essential for building a successful and sustainable business in the long-term interests of all our stakeholders. The Board has a robust management framework, as illustrated on page 51 of the 2024 Annual Report and Accounts, with clearly defined responsibilities, it sets the direction for the Group through a formal schedule of matters reserved for it to decide on.
There is a clear separation of the roles of Chief Executive Officer and Non-Executive Chair:
The Board is supported by the Audit & Risk, Remuneration, ESG and Nomination Committees with formally delegated duties and responsibilities. For more information on the roles and responsibilities of the Board and Committees, including each Committees Terms of Reference.
This Corporate Governance Statement clearly sets out how the communicates to shareholders and other relevant stakeholders how the Company is governed. Shareholders are encouraged to arrange meetings with the Board should they wish to address any specific matters. We have a dedicated investor relations manager who can be contacted via mail_investor@gbgplc.com.
The Board receives regular updates on the views of shareholders through reports from its brokers and from Directors following shareholder engagement. Analyst notes are reviewed and discussions held with the Company’s brokers to maintain a broad understanding of varying investor views. Principle 2 details how the Company maintains an active dialogue with its shareholders through a planned programme of investor relations activity.
We work closely with our customers, to understand the challenges they are experiencing and provide solutions that will help. Examples of the impact we have had through dedicated customer engagement can be found on page 16 of the 2024 Annual Report and Accounts.
For our people we run an engagement survey twice a year (the Q12 survey) to give all team members a voice and allow us to identify, listen and respond to any feedback that might affect engagement. Following the Q12 results, GBG’s leadership team must champion action plans in each of their business areas for any improvements that need to happen.
In addition, the Board and Executive Team communicates with team members regularly to keep them informed about how the business is performing through our global intranet platform ‘be/connected’. This platform also lets team members share news stories and access learning resources and general information about GBG. More information on the results of this year’s
Q12 surveys can be found in our ESG Impact Report.
Voting results can be found here.
Previous years’ annual reports and other relevant documents can be found here.
The new QCA Code
In November 2023 the QCA launched an updated Corporate Governance Code ('the 2023 Code'). While maintaining the core 10 corporate governance principles, the 2023 Code has been revised to align with evolving investor expectations. The 2023 Code will formally apply to financial years beginning on or after 1 April 2024, with the first disclosures required in 2025 reporting season. We have performed a gap analysis of our current governance framework in comparison to the Principles outlined in the 2023 Code. GBG are largely compliant with these Principles, and we will commence reporting in alignment with the 2023 Code in due course.
