Board of Directors & Corporate Governance

Dr. David Hammond (A, R) 

Chairman

Dr. David Bruce Hammond has over 30 years experience in the services industry. Dr. Hammond is an experienced international businessman having served on the boards of listed companies on both sides of the Atlantic, including ADT and American Medical Response. Latterly, he led the successful buyout and subsequent sale of British Car Auctions. Dr. Hammond is a Fellow of the Institute of Chartered Accountants in England.

Simon Presswell

Chief Executive Officer

Simon Presswell joined the Dods Group plc Board in July 2018 as Chief Executive Officer. As an accomplished CEO and leader, Simon has worked across a range of high growth transformative businesses with a focus on driving shareholder returns, defining acquisition strategies, improving products and delivering world class customer experiences.
 
Before joining the Group, Simon was an Executive at Ascential plc, where he was instrumental in the growth of the business, he held CEO and Managing Director positions in the live entertainment industry and was adviser to BskyB. Prior to that, he worked in Media for NBC Universal, first as Managing Director at Universal Studios and thereafter as SVP Marketing and Digital at Universal Networks International which was acquired by Comcast. In his early career Simon held various leadership positions in high growth digital businesses including Citrix Online, Cendant (now Travelport), Thomas Cook and as the Commercial Director of Lastminute.com.
 
Simon is a Trustee at the BPI Brit Trust, a Governor at the Brit School and a former adviser to various digital entrepreneurs and private equity firms.

Nitil Patel

Chief Financial Officer

Nitil Patel was previously CFO of Ten Alps plc (recently rebranded Zinc Media plc) from July 2001 to June 2016. During this time, Nitil managed three divisions of the group, driving growth both organically and through a number of strategic acquisitions. He was a key member of the team from the very start of Ten Alps in 1999 as Finance Director and was responsible for its listing on AIM in 2001. He trained with Sayers Butterworth before joining TV production business Planet 24 Limited, where he worked as a financial accountant and on productions such as the Big Breakfast. Nitil is a member of the Institute of Chartered Accountants in England and Wales.

Mark Smith (A)

Non-Executive Director

Mr. Smith is a media and communications expert, and a qualified Chartered Accountant in England and Wales. Mr. Smith served as Chief Operating Officer and Finance Director of Chime Communications from 1986 to 2017. Most recently he was Chairman and Managing Partner of Bell Pottinger and is currently Non-Executive Chairman of Holiday Extras, a major travel and leisure business. He joined the Dods Group plc Board on 29 November 2017. 

Angela Entwistle (R)

Non-Executive Director

Ms. Entwistle is a corporate communications specialist. Ms. Entwistle is currently Non-Executive Director of Impellam Group plc, an AIM quoted recruitment company and works with several private companies both in the UK and internationally. Previously, she was Corporate Communications Director for ADT Limited, a major US support services business, from 1986 to1997 until its merger with Tyco International. Ms. Entwistle is involved in a number of charities including acting as Trustee of both Crimestoppers and Prospect Education Technology Trust. she joined the Dods Group plc Board on 29 November 2017. Ms. Entwistle is not considered to be independent due to her links with the major shareholder. 

Diane Lees CBE (R)

Non-Executive Director

Diane Lees is the Director-General of Imperial War Museums, the cultural lead for the Centenary of the First World War, and is a Trustee of 14-18NOW, the Centenary's Cultural Programme. Diane is a Trustee of the IWM Development Trust, The Gerry Holdsworth Special Forces Trust, and the Army Museums Ogilby Trust. She serves as Vice President of the American Air Museum in Britain, is a member of the Women Leaders in Museums Network (WLMN), and sits on the Arts Council's external advice panel. Diane also serves as Chair of the National Museum Directors' Council (NMDC) and has appointments to both the University of Lincoln's Board of Governors and the University of Oxford Humanities External Advisory Board. Diane is currently chairing a review of the Higher Education Funding Council for England (HEFCE)'s Museums, Galleries and Collections Fund. 

Richard Boon (A)

Non-Executive Director

Richard Boon, is the chief investment officer of Artefact Partners and a Chartered Financial Analyst with 30 years of research, portfolio management and private equity experience. After qualifying in Law and Accountancy, Richard began his career working in corporate finance on privatisations before immigrating from N.Z. to the U.K. as Head of Regulatory Policy at The Post Office from 1992-1994 when its privatisation was first considered. Other roles have included Global Equity analyst & portfolio manager at Morgan Stanley Asset Management 1995-2001; managing director and U.S. equities portfolio manager at Merrill Lynch Investment Managers 2001-2004; founder of FCA authorised investment manager Artefact Partners in 2005, and adviser to private equity firm Torchlight Fund LP from 2013. Over the past decade Richard has specialised in media M&A and was responsible for the due diligence which lead to the fund’s purchase of an 11% stake in regional and local newspaper group Local World from DMGT in 2012. As a non-executive director Richard was actively involved in the successful sale of that business to Trinity Mirror in 2015.

Company Secretary

Reed Smith
Broadgate Tower
20 Primrose Street 
London
EC2A 2RS

Corporate Governance

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 the Chief Executive 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 two executive directors and five 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 Committees

  • Mark Smith (Chairman)
  • Dr David Hammond
  • 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 Committees

  • Angela Entwistle (Chairman)
  • 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 Di-rectors 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 five non-executive directors (including the Chairman) four of whom are independent and two 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 a 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 5 - Maintain the board as a well-functioning, balanced team led by the chair

The Board is currently comprised of five non-executive directors (including the Chairman) four of whom are independent and two 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 a 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 Chief Executive Officer is responsible for the day to day leadership of Dods, the management team and its employees. The Chief Executive Officer is 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 2018, 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.