PRINCIPLE

MEDIAZEST COMPLIANCE

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

MediaZest’s strategy is laid out on page 2 of the Report and Consolidated Financial Statements for the Period Ended 30 September 2023.

In particular, this focuses on:-

concentrating new business efforts on large scale opportunities; improving recurring revenue streams; developing intellectual property where possible including through analytics; maintaining a ‘one-stop shop’ approach for customers.

Key risks to the business and how they are mitigated can be found in the Report and Consolidated Financial Statements for the Period Ended 30 September 2023 on page 7.

2. Seek to understand and meet shareholder needs and expectations

The Board is committed to constructive two-way dialogue between all shareholders and the Company, and regularly holds calls or face to face meetings and responds to email enquiries to achieve this. The website provides contact details for the company.

The Chairman regularly discusses relevant matters with the Group’s major shareholders and ensures their views are communicated on an accurate and timely basis to the Board. This includes discussion of strategy in order to demonstrate how the Board believes this will deliver long-term value for stakeholders.

To further this engagement, the Group also utilised the “Investor Meet Company” platform in March 2021 and March 2023, and plans to do so in March 2024 to actively engage with smaller shareholders or potential shareholders in an efficient way and provide more detail around Group activities and offer opportunities for discourse.

In addition, the AGM provides a forum for all shareholders to raise questions in person and the Board devotes time after these meetings to consider the views of attending shareholders and endeavours to answer any questions wherever possible. 

Where substantial voting at any general meeting is against any resolutions proposed by the Board, the Chairman will engage with relevant investors to understand the reasons for this and address any concerns, with corrective action as necessary.

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

The Company uses several mechanisms to achieve this.

Quality assurance is governed by ISO 9001 compliance. A central tenet of this framework is continuous improvement in all areas. This includes regular review on an ongoing, constant basis of all aspects of company performance. Both good and bad feedback is sought and reviewed to understand areas for improvement and key areas of strength. The framework also includes review of Group suppliers and their performance including reliability of technology and timeliness and cost-effectiveness of supply. Any issues are reviewed and corrective action sought.

In 2021 and 2022 in particular, availability of stock was particularly challenging and much management time and attention has been dedicated to addressing this specific issue and searching out new suppliers, including European based distributors for project work the Group undertakes outside of the UK. This situation has eased since that period

The Company seeks to use recycling and energy efficient devices as far as practically possible throughout the business.

Employee stakeholders are encouraged to share views with their line managers and on a quarterly basis the Board hosts a team meeting for all employees where they can be updated on key clients, developments, technology and their views can be heard, with action taken as appropriate. Annual staff reviews also give employees the opportunity to review progress, training needs and development requirements for the year ahead.

The Company has a proactive approach of promoting from within, where possible, to engender an inspiring culture within the business which affords employees’ long-term career opportunities.

The Company’s approach to all projects is to deliver an exceptionally high quality, value for money service taking into account longevity of deployment, return on investment for the client and independently recommending the best available products, systems and design to achieve this. This has been recognised in a large number of awards won by the Company over recent years including another award in 2021.

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

MediaZest’s strategy regarding management of risk is laid out on page 7  of the Report and Consolidated Financial Statements for the Period Ended 30 September 2023, and in the notes to those accounts.

Financial risk is monitored on a weekly basis by all Directors, including those of the subsidiary company, and the Group Financial Controller.

The Board aims to meet at least 6 and ideally 12 times a year on a formal basis and a topic on the agenda of these Board Meetings is assessment of risk of all types. This includes reviewing opportunities for development of the Group as well as external threats and competition. It also includes thorough review of financial position, forecasts and monthly management information on a timely basis.

Management meetings and calls occur on a weekly basis and consider the operational risk inherent in the Company’s business and report to the Board significant matters that require attention between formal Board Meetings.

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

The Board comprises one Executive Director (Geoff Robertson) and two Non-Executive Directors (Lance O’Neill and James Abdool). The Board is led by the chair, Lance O’Neill. The Board considers the Non-Executive Directors to be independent notwithstanding their shareholdings and, in the case of the chair, his length of service having been appointed in October 2004).

Mr Robertson is full time, Mr O’Neill works on average one to two days per week with MediaZest. As Independent Non-Executive Director, Mr Abdool works on average four days per month for the Company.

Operational data, and the resulting financial information is regularly provided to the Board on a timely basis, including ahead of formal Board Meetings. The Board aims to meet at least 6 and ideally 12 times a year on a formal basis. In the last 12 months the Board has met at least once per month either in a formal Board Meeting or by way of Management Meeting.

All Directors have access to advice from the Company Secretary (externally provided) and the Company’s advisers including but not limited to MediaZest’s NOMAD, Broker and legal advisers.

All Directors are encouraged to seek further skills as required to meet the demands of the business, and to take further independent advice as necessary, at the expense of the Company where appropriate.

The Company extends this principle further than the Board requires and all employees are encouraged, on an annual basis, to identify training needs and opportunities with their line managers to support continuing development of the whole team and reinforce the continuous improvement ethos that the Board is committed to.

The Board is supported on specific matters by committees.

The Audit Committee comprises Lance O’Neill who has a number of years’ experience as a director of smaller public companies, and James Abdool. The duties of the Audit Committee currently cover a review of the Group’s financial reporting. The Committee’s role is to review, on behalf of the Board, the annual report and financial statements and the interim report. The Committee focusses on reviewing any changes in accounting policy, major areas of judgement and estimates and compliance with accounting principles and regulatory requirements.

The Remuneration Committee comprises Lance O’Neill and James Abdool. Each recuses himself from discussions and refers to Mr Robertson when discussing their own remuneration.

The Board does not have a separate Nominations Committee due to the size of the Board, and all Directors participate in this function when required.

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

The Board considers there to be three key areas of requirement that give MediaZest a balanced strategy and sufficient knowledge to perform well.

Further details of each Directors skills and experience are noted in the biographies on this page.

Audio-Visual market place – the core of the operational business – Mr Robertson and Mr Abdool provide this.

Public Markets skills – predominantly provided by Mr O’Neill and Mr Robertson.

Financial knowledge – all three of the Directors are well qualified and extremely experienced in this area.

The Board seeks advice from relevant professional advisers, as required, and regularly invites senior staff members to Board meetings to discuss specific matters.

The Board continues to consider further appointments as necessary and when opportunity arises.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board considers Key Performance Indicators (“KPIs”) to be financial performance, measured using profit/loss per share, cash in hand and banking facilities plus outstanding shareholder loans. These key performance indicators are regularly monitored on an ongoing basis.

There are no non-financial KPIs actively monitored by management at this current time.

The Board reviews the KPIs used on a regular basis, and makes adjustments as necessary.

There is no formal process by which board members are formally appraised as the Board considers it more relevant to monitor how the Group performs against KPIs at this stage in the Company’s development.

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

The Group maintains an Equal Opportunities Policy that ensures that no individual is discriminated against irrespective of sex, race, disability, sexual orientation, marital status, religious beliefs, or age.

This is applied across all activities of the Group including recruitment and dealings with clients, suppliers, and any other partners.

The Group also maintains a clear Anti-Bribery and Corruption policy as well as an Anti-Modern Slavery policy. Employees with any concerns over either of these can contact their line manager to raise these concerns or the Board if more appropriate.

During the regular employee forums, all staff are encouraged to discuss areas of concern or development opportunities for the Company culture when fulfilling projects for our clients, which is based around 4 key principles:

–        Accountability

–        Innovation

–        Teamwork

–        Positivity

This is all undertaken within the ISO9001 Quality Assurance framework that the Company has attained.

The Board keeps these policies under review and reviews their implementation through the various stakeholder feedback processes discussed herein.

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

The Board recognises that, due to the size of the Company and its stage of development, it is necessary to have a reasonably small Board that will evolve and grow with the business.

The Board of Directors has been chosen for their expertise in areas vital to the development of the Company rather than adding more members to reach a specific total number of Directors. The Board’s corporate governance is supported by two committees (Audit Committee, and Remuneration Committee) as described in principle 5 and all members of the Board act as the nomination committee.

The make up of the Board and additional skill requirements are considered on a regular basis.

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

The Company’s Corporate Governance practices are highlighted on its website, www.mediazest.com and also in Year End accounts.

The Board is committed to constructive two-way dialogue between shareholders and the Company, as detailed above.

The Chairman regularly discusses relevant matters with the Group’s major shareholders and ensures their views are communicated on an accurate and timely basis to the Board.

In addition the AGM provides a forum for all shareholders to raise questions in person and the Board devotes time after these meetings to consider the views of attending shareholders and looks to answer any questions as fully as possible.

The proxies for and against each resolution are announced at the meetings.