Board of Directors & Corporate Governance

Mark Smith (A, M)

Interim Non-Executive Chairman

Mark Smith is a media and communications expert, and a qualified Chartered Accountant. Mark served as Chief Operating Officer and CFO of Chime Communications plc from 1994 to 2017. He is currently Non-Executive Chairman of Holiday Extras, a major travel and leisure business which is privately owned, Non-Executive Chairman of Panoply Holdings plc, an AIM listed company delivering digital transformation projects for clients mostly in the Public Sector and Non-Executive Chairman of The Unlimited Marketing Group a UK based private equity owned marketing services business. He joined the Dods Group plc Board on 29th November 2017 and was appointed Interim Chairman on 17th June 2020.

Angela Entwistle (R)

Non-Executive Director

Angela is a Corporate Communications Specialist working with companies in the private sector including Deacon Street Partners Limited, Conservative Home Limited and Biteback Publishing Limited and was appointed as Non-executive Director of Dods Group in November 2017. She is also a Non-executive Director of Impellam Group plc, a leading Global Talent Acquisition and Managed Workforce Solutions provider, and Carlisle Support Services, one of the leading suppliers of value-added solutions across the public and private sectors in the UK and Ireland. Angela was Corporate Communications Director of ADT Limited, an international business services company and the world's leader in electronic security solutions, from 1986 to 1997. Angela is significantly involved in a number of charities including acting as Trustee of both Crimestoppers, the only UK charity dedicated to solving crimes, and Prospect Education (Technology) Trust Limited, the umbrella charity of the Ashcroft Technology Academy.

Diane Lees CBE (R)

Non-Executive Director

Diane Lees CBE, is Director General of Imperial War Museums, She is also Chair of the Board of Governors for the University of Lincoln. Other board positions include being Vice President of the American Air Museum in Britain, Trustee of the Gerry Holdsworth Special Forces Trust and Director of IWM Trading Company. She is a member of the Women Leaders in Museums Network. She was awarded a CBE for services to Museums in 2014.  

Richard Boon (A, M)

Non-executive Director

Richard Boon C.F.A has over 30 years of investment experience, having professionally qualified in both Law and Accountancy. Initially working in corporate finance on privatisations in N.Z during the 1980s, he immigrated to the UK in 1993 as Head of Regulatory Policy at The Post Office, when its privatisation was first considered. From 1995-2001 he has worked in asset management as a Global Equity portfolio manager at Morgan Stanley and from 2001-2004 as a managing director and U.S. Equity portfolio manager at Merrill Lynch. In 2005 he founded FCA authorised hedge fund manager Artefact Partners LLP and has acted as an advisor to private equity firm Torchlight from 2013 onwards. Over the past decade he has focused on media M&A and real estate, and was a Non-Executive Director of Local World at the time of its successful sale in 2015 to Trinity Mirror. He is also a Non-Executive Director of Aim Listed KCR Residential Reit Plc.

A   Member of the Audit Committee 
R   Member of the Remuneration Committee
M  Member of the Mergers and Acquisitions Committee

Simon Bullock

Chief Financial Officer

Simon Bullock joined Dods Group plc, as CFO, on 30th March 2020. After an early career with Mars and GE Simon qualified as a Chartered Management Accountant in 1996. He brings over 30 years finance experience including more than 20 years’ operating at CFO level across a wide range of complementary sectors including media, events, SaaS and technology. Wider sector experience includes financial services, retail, mining exploration and residential construction. Simon was the founding CFO of Gigaclear, the leading rural broadband provider, and during his tenure the business grew significantly with headcount increasing from 15 to 150 people; notable achievements included raising £70 million in equity, £20 million in debt and £10 million in Government grants. Simon was appointed a Director of the Company on 1st June 2020.

Munira Ibrahim

Managing Director, Dods Intelligence

Munira Ibrahim joined Dods as the CRO in May 2019 and was promoted to Managing Director, Dods Intelligence on 1 June 2020. Munira is a media professional with strong management, financial (ACCA Qualified), sales and business development credentials and an in-depth knowledge of international media across all platforms. After qualifying as an accountant and moving to CNBC, Munira moved to the sales and production side of the business in 2002 where she led the sales operations side of the business and built the international teams branded content and digital capabilities. After 15 years at CNBC, Munira joined Reuters as Head of Broadcast Solutions overseeing the global editorial teams across 12 locations, later being promoted to SVP of Sales and Content Solutions. Munira was appointed a Director of the Company on 1 July 2020.

Cornelius Conlon

Managing Director, Dods Technology

Cornelius (“Con”) Conlon is the founder of Merit Group; a leading provider of big data and technology solutions in the UK; which was acquired by Dods in July 2019. Con is a technology entrepreneur with over 25 years of experience in the data and software realms, in addition to a successful track record of building high performing teams and running successful technology businesses in Ireland, the UK and India. Con joined the company upon the acquisition of Merit and on 1st June 2020 became Managing Director of Dods Technology. He joined the board of Dods Group plc on 1 July 2020.

Company Secretary

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Corporate Governance

Last updated 6th July 2020

Chairman's Statement 

The Board is committed to establishing and maintaining integrity and high ethical standards in all its business activities; and high standards of corporate governance – the process by which the Group is directed and managed, risks are identified and controlled, and effective accountability to shareholders. 

From 28 September 2018 all AIM companies are required to comply with a recognised corporate governance code. Dods Group plc has chosen the Quoted Companies Alliance Corporate Governance Code published in April 2018 (the “QCA Code”) for this purpose. 

Details of how Dods addresses key governance principles defined in the QCA Code are set out in this section of the website. Further information on compliance with the QCA Code will also be provided in Dods’ Annual Report.

The roles of the non-executive Chairman and Managing Director are held separately and clearly defined in relation to their responsibility for managing the Board and managing the Group's business respectively. Summary biographical details and standing committee memberships of all the directors are shown above.

The Board of Directors is collectively responsible for the strategic direction, investment decisions and effective leadership and control of the Group. To this end, there exists:

  • A schedule of matters specifically reserved to the Board for its decisions, including approval of the Group's strategy, annual budget, major capital expenditure, acquisitions and disposals, risk management policies and financial statements
  • In relation to non-reserved matters, the terms of reference under which the Board has delegated certain responsibilities to its two standing committees.

The Board consists of three executive directors and four non-executive Directors. The non-executive Directors are all considered to be independent, save for Angela Entwistle who is not considered to be independent due to her links with the Company’s major shareholder. Both the Board and the non-executive Directors bring a wide range of relevant skills and experience to bear on issues under consideration. This helps to ensure that independent judgement is exercised and that a proper balance of power is maintained for full and effective control.

All Directors are required to stand for election at the first Annual General Meeting following their appointment and seek re-election at least every three years.

Board Committees

Dods’ Board of Directors has established an Audit Committee and a Remuneration Committee. The members of each committee are appointed by the Board of Directors.

Audit Committee

  • Mark Smith (Chair)
  • Richard Boon

The Audit Committee comprises non-executive directors of the Company and meets no less than twice a year and at least once a year with the external auditors together with various representatives of the executive and finance functions. It also meets privately with the external auditors on an ad hoc basis. The Committee, inter alia:

  • is responsible for the appointment, review and remuneration of the external auditors and annually assesses the independence and objectivity of the auditors reviews the annual and interim financial statements, the Group's accounting policies and procedures and its financial control environment, and reviews the Group's system of internal controls, including risk management procedures.

Remuneration Committee

  • Angela Entwistle (Chair)
  • Diane Lees

The Remuneration Committee comprises non-executive directors of the Company and meets at least twice a year and otherwise as necessary. It advises the Board on the Company's remuneration strategy and determines, on behalf of the Board and within its remuneration framework, the individual remuneration package of each of the executive Directors and certain members of the senior management team.

No Director is involved in deciding his or her own remuneration. In the case of non-executive Directors this is determined by the Board.

UK City Code on Takeover and Mergers

Dods is subject to the UK City Code on Takeovers and Mergers.

The Bribery Act 2010

It is our policy to conduct all our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships. 

Ten QCA Principles

In this section we outline our approach to addressing the ten principles of the QCA Code. These will be further expanded upon in our next and all future Annual Reports.

Principle 1 - Establish a strategy and business model which promote long-term value for shareholders

Dods is an Augmented Intelligence business which seeks to aggregate human and machine learning across business insights, media, training and events categories entrenched in all aspects of the UK and EU political, public sector, special policy area communities and other selected industries. Through our flagship media brands, including The House (print only), PoliticsHome, Holyrood, the Parliament Magazine, Civil Service World and PublicTechnology, we provide routes between our communities enabling strategic engagement. Dods has built a reputation for high-quality, unbiased original content in each of its eco-systems which has resulted in dedicated audiences and a loyal client base.

Our business insights, data solutions and targeted engagement converge into a single platform to help customers manage, influence and win business. This end-to-end solution provides critical decision support to our customers. By embedding into customer workflows, Dods help solve complex business challenges as an efficient single solution which provides speed-to-market customer benefit. Dods support circa one-third of FTSE 100 companies across a variety of industries.

Principle 2 - Seek to understand and meet shareholder expectations

The Company maintains a clear contact page on the website which investors can use to communicate with the Company and is prominently displayed together with the Company’s address and phone number www.dodsgroup.com/contact

The Company holds an Annual General Meeting to which all members are invited to. Copies of our Annual Report (which includes the notice of AGM) and the interim report are sent to all shareholders and can be downloaded here.

Other information for shareholders (and other interested parties) is also provided on our website.

The Company Secretary can also be contacted by shareholders on matters of governance and investor relations.

As the Company is not large enough to have a dedicated investor relations department, the Chairman together with the Executive team are responsible for reviewing all communications received from members and determining the most appropriate response. 

This is done through regular RNS communications to provide updates on financial and commercial matter and producing comprehensive and informative reports at the half year and the year end.

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

The Board understands that long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (Clients, suppliers, regulators and others). The Company is dedicating significant time to understanding and acting on the needs and requirements of each of these groups via meetings, surveys, feedback and appraisals.

The Company’s business model identifies the key resources and relationships on which the business relies through its internal team structure where information can be disseminated in both directions and evaluation by Board and their relevant committees.

The Company obtains feedback from internal stakeholders through regular management and internal team meetings, employee appraisals and post project delivery evaluation sessions for its contracted suppliers.

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

Internal Controls

  • The Board is responsible for maintaining a sound system of internal financial and operational control and the ongoing review of their effectiveness. The Board’s measures are designed to manage, not eliminate, risk and, as such, provide reasonable but not absolute assurance against material misstatement or loss. 

The Company reviews its internal controls regularly to ensure that they give the Company the flexibility that is necessary to allow it to grow and deliver long-term value to shareholders while having the correct checks and balances in place. 

Risk Register

The Company maintains a risk register which is reviewed regularly. This register allows the Board to appraise external and internal threats to the business and to plan and mitigate accordingly.  Principal risks and uncertainties that may affect the business are set out in more detail in the Company’s Annual Report.

Code of Conduct

The Company has adopted a Code of Conduct which sets out the standards that it expects all employees and representatives of the Company to meet to ensure that we maintain our high standards that we set ourselves.  It is the Board’s view that by encouraging high working standards we will mitigate against risks arising in our day to day activities.

The Company has adopted a Code of Conduct which sets out the standards that it expects all employees and representatives of the Company to meet to ensure that we maintain our high standards that we set ourselves.  It is the Board’s view that by encouraging high working standards we will mitigate against risks arising in our day to day activities.

Principle 5 - Maintain the board as a well-functioning, balanced team led by the chair

The Board is currently comprised of four non-executive directors (including the Chairman) three of whom are independent and three executive directors.

The non-executive directors have letters of appointment with three months’ notice either side and are required to be available to attend board meetings and to deal with both regular and ad hoc matters. All non-executive directors have confirmed and demonstrated that they have adequate time available to meet the requirements of the role and they have no conflicts of interest.

Executive directors work full time in the business and have no other significant outside business commitments. Executive directors hold service contracts with six or twelve months’ notice period either side. The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively.

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

The Board considers that it contains an appropriate range of skills, experience and knowledge and is mindful of the need to continuously review the needs of the business to ensure that this remains true. The Board members are of sufficient calibre to bring independent judgment of issues of strategy, performance, resources, and standards of conduct, which are vital to the future growth and success of the Group. The Board believes that it operates in an open and constructive manner, working effectively as a team.

The Board is supported by a number of professionals both internal and external, the CFO (who is a chartered accountant), the non-executive Directors and external advisors (details of which can be found above).

Principle 7 - Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

All Board members acknowledge that they have a collective responsibility and legal obligation to promote the interests of the Company and are collectively responsible for defining Corporate Governance arrangements.

Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner. The Board will review, consider and assess performance of individual directors, committees and succession plans in Dods’ Annual Report.

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

The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential. The Board leads by example and seeks to treat all persons fairly and equitably, through clearly defined parameters of operation. This includes full compliance with safe working practices but also maintaining and protecting a positive and supportive working environment.

Corporate values guide the objectives and strategy of the Company and are entrenched in every aspect of the business, including recruitment, promotions, training and engagement.

The Company maintains and annually reviews a handbook that includes clear guidance on what is expected of every employee and officer of the Company. Adherence of these standards is a key factor in the evaluation of performance within the Company, including during annual performance reviews.

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

The Chairman provides leadership to the Board and is responsible for agreeing the agenda for Board meetings, ensuring that the Directors receive the information that they need to participate in Board meetings, and that the Board has sufficient time to discuss issues on the agenda, especially those relating to strategy and governance.

The Executive Director’s are responsible for the day to day leadership of Dods, the management team and its employees. The Executive Director’s are also responsible, in conjunction with senior management, for the execution of the Company’s strategy approved by the Board and the implementation of Board decisions.

The Board is collectively responsible for the long-term success of the Company. Its principal role is to provide leadership within a framework of prudent and effective controls, which enables risk to be assessed and managed.  The Board considers the management team’s strategic proposals and, following a rigorous review, determines strategy and ensures that the necessary resources are in place for the management team to execute against that strategy.

Board meetings

The Board seeks to meet regularly, but in any event to hold no less than four board meetings in each year. In addition to the scheduled meetings, informal discussions with both executive directors and senior operational managers of the Company in relation to strategic business development and other topics important to the Company’s progress are held by members of the Board regularly.

The Board and its committees are provided with information ahead of meetings to give time for review and analysis. For each board meeting an agenda is prepared then approved by the Chairman and followed. The Board maintains an ongoing list of matters arising from the Board meetings which are then followed up at subsequent meetings to ensure that matters and decisions are being implemented.

Reserved matters

Each year, the Board adopts a schedule of matters that are reserved for it to consider and, if thought appropriate, decide upon. In 2019, these reserved matters relate to:

  • Strategy and oversight, including the approval of annual budgets
  • Changes to the capital structure of the Company and the corporate structure of the group
  • Approval of financial statements and reports and any capital spend above agreed limits
  • Approval of contracts outside of the ordinary course of the business
  • Changes to Board and committee membership
  • Remuneration of executive directors and issues relating to long term incentive plans
  • Any delegation of authorities
  • Governance
  • Approval of policies.

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

We seek to maintain dialogue with shareholders and other relevant stakeholders through a number of channels. Our annual report and accounts, full year and half year announcements are the primary sources of information for shareholders. These are supplemented by regular and appropriate RNS and RNS Reach announcements.  

The above, together with other relevant information on the Company, can be obtained from this website.

Our active dialogue with shareholders means that the Board receives regular updates on the views of shareholders. 

The Company’s collegiate and open working environment means that all employees can relay concerns to the executive team if required. The Company has a whistleblowing policy to allow and encourage all employees to bring matters which cause them concern to the attention of certain persons within the Company and, ultimately, to the attention of the Chairman.