NEWS & ALERTS
BOARD OF DIRECTORS
During his time with Scottish Power he joined its subsidiary, Scottish Telecom, as Managing Director of the Internet and Interactive division, including Internet ISP Demon Internet. Following the flotation of Thus plc (formerly Scottish Telecom) Martin moved on to establish Monstermob Group Plc which listed on AIM in 2003.
Over a three year period it grew to become a Top 50 AIM listed business with a market capitalisation of £192m. This business was sold to Zed Worldwide in late 2006. Martin has subsequently founded a range of businesses including Cityblock plc, a luxury student accommodation business which was privatised and sold to management in 2009; NetPlayTV plc, an interactive TV gaming business which boasted exclusive partnerships with Virgin Media, Channel Five, and ITV; and Digitalbox Plc, a digital media business.
Digitalbox was ranked in The Sunday Times Tech Track 100 in both 2015 and 2016 and listed on AIM in February 2019. Martin holds the position of Non-Executive Director of Digitalbox Plc and has previously held Non-Executive Director positions with Legend Plc and Cupid Plc.
Sir Robin is currently non-executive Chairman of Huddled Group plc and Tristar Communications Limited, and a Director of Widford Press Limited.
David then pursued a career in corporate finance and M&A, initially with UBS and latterly with Deutsche Bank. In 2001, David was appointed as a Partner responsible for making private equity investment at Nikko Principal Investments Limited, the European Principal Finance arm of Nikko Cordial, one of Japan’s largest securities businesses.
David subsequently joined AIM-listed Monstermob Group Plc, initially as a Non-Executive Director and subsequently as Group Finance Director. He steered the company as it rapidly expanded internationally across Europe, USA and Asia.
David has also been involved in a number of early-stage ventures as both an investor and board member and with Martin Higginson created Digitalbox Group which was a member of The Sunday Times Tech Track 100 in both 2015 and 2016.
David has an honours degree in Law from the University of Glasgow and is a member of the Institute of Chartered Accountants of Scotland.
Dan qualified as a Chartered Management Accountant in 2007.
He joined Dresdner Kleinwort, where he worked in the corporate finance department advising a range of companies across a number of different sectors. When he left in 2009, he was a Managing Director and Head of Investment Banking for Dresdner Kleinwort’s hedge fund/alternative asset manager clients. He now holds a number of directorships of public companies with a particular focus on technology and financial sectors.
REPORTS & DOCUMENTS
This information was last reviewed on 17th October 2023.
Huddled Group PLC is committed to good corporate governance and has adopted the corporate governance guidelines of the Quoted Companies Alliance (QCA).
This page outlines the ways in which the Company applies QCA’s ten principles corporate governance.
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
We are dedicated to delivering exceptional value and efficiency in the ever-expanding realm of e-commerce.
Our mission is to launch and cultivate innovative, hyper-relevant businesses that not only meet the evolving needs of our customers but also maximise shareholder value.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Company is fully committed to building and maintaining strong relationships with its shareholders and considers the understanding of shareholders’ needs fundamental to a successful company.
The Chief Executive Officer and Finance Director are active in meeting with and preparing presentations for institutional investors, particularly following half year and full year results; meeting with private investors from time to time; and engaging in regular dialogue with the Company’s broker with view to gauging shareholder sentiment.
The Company’s Annual General Meeting (AGM) is the main forum for discussing Company matters with shareholders, addressing shareholder queries and understanding their needs and expectations. Notice of the AGM and proposed resolutions are sent to shareholders at least 21 days prior to the AGM. Shareholders and their representatives are invited to fully participate and vote in the AGM and are also given the opportunity to vote by proxy. Voting results are published after the AGM.
Outside of the AGM, the Company convenes general meetings where shareholder approval is required or appropriate on particular matters, seeks input from major institutional investors from time to time in relation to Company policy and seeks to respond promptly to shareholder queries sent to its designated shareholder email address: email@example.com.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Company seeks to ensure continued engagement with its stakeholders via social media platforms and through the RNS and RNS Reach services.
Stakeholder feedback is routed through to the relevant team member at Huddled Group PLC as appropriate to act upon as is seen fit.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Company has a Risk Committee, comprised of the Audit Committee and the Group Development Director, which meets at least once each year. The committee examines the key risks that impact the Company and assesses the adequacy of the Company’s mitigation strategies. It has the power to call on Executive Directors and senior management for the purposes of seeking information as well as making recommendations.
The Company includes details of the principal risks and uncertainties it faces in its Annual Reports.
Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair
The Board is comprised of three Executive and two Non-Executive Directors, all of whom are subject to reappointment by shareholders in the AGM following their appointment to the Board, after which they must continue to seek reappointment in accordance with the Company’s Articles of Association.
The Directors’ biographies are set out here.
The Company’s Annual Report includes details of the number of Board and Committee meetings which take place each year.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Company considers the Board to possess an appropriate mix of skills and experience, though this is kept under regular review.
The Directors’ biographies, together with Committee composition and internal advisory responsibilities, are set out here and in Principle 9 below.
The Directors keep themselves informed of key developments relating to the Company, the sector in which the Company operates and the legal and regulatory framework through consultations with the Company’s employees, nominated advisor, auditors and legal advisors.
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Led by the Chairman, the Board has a process for evaluation of its own performance, that of its Committees and individual Directors, including the Chairman. This process is conducted annually by the Remuneration Committee. The Remuneration Committee will compare Board performance against targets
Executive Directors are given annual objectives and reviews.
All Directors must stand for reappointment by shareholders in accordance with the Company’s Articles of Association.
The Board may utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning.
Principle 8: Promote a culture that is based on ethical values and behaviours
The Company seeks to achieve the highest ethical standards and behaviour in conducting its business, with integrity, openness, diversity and inclusiveness being high priority from the Board to senior management and throughout the workforce.
The Company has adopted an Anti-Bribery Policy and health and safety, any other policies which all staff are required to adhere to and are easily available from the Company Secretary.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The roles of the Chairman and the Chief Executive Officer are separated and clearly defined. The Chairman provides leadership to the Board. Working together with the Company Secretary, the Chairman is responsible for setting the agenda for Board meetings, ensuring that the Board receives the information that it needs to properly participate in Board meetings in a timely and user-friendly fashion and that the Board has sufficient time to discuss issues on the agenda. The Chief Executive Officer is responsible for leadership of the Company’s senior management team and its employees on a day to day basis. In conjunction with senior management, the Chief Executive Officer is responsible for the execution of strategy approved by the Board and the implementation of Board decisions.
The Board has established Audit, Disclosure, Nomination, Remuneration and Risk Committees with formally delegated duties and responsibilities. Details of the Risk Committee are disclosed under Principle 4 above. Details of the other four Committees are as follows:
The Audit Committee is chaired by Nicholas Lee and meets at least twice per year. Sir Robin Miller also serves on the Audit Committee. The Audit Committee’s responsibilities include: ensuring that appropriate financial reporting procedures are properly maintained and reported on; meeting with the Company’s auditors to discuss matters of relevance, including risk issues; ensuring the internal controls of the Company are properly maintained; reviewing the financial statements prior to issue to the shareholders; and reviewing reports from the Company’s auditors.
The Disclosure Committee is chaired by Martin Higginson, and has been established to ensure compliance with the AIM Rules and the Market Abuse Regulations (MAR) concerning the management of inside information. The Disclosure Committee works closely with the Board to ensure that the Company’s nominated adviser is provided with any information it reasonably request or requires in order for it to carry out its responsibilities under the AIM Rules and the AIM Rules for Nominated Advisers. The Disclosure Committee meet as required. David Marks and Sir Robin Miller also sit on the Disclosure Committee.
The Nomination Committee is chaired by Sir Robin Miller and has been established to identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee will meet as required. Nicholas Lee also serves on the Nomination Committee.
The Remuneration Committee is chaired by Sir Robin Miller and meets at least once per year. Nicholas Lee also serves on the Remuneration Committee. The Remuneration Committee’s responsibilities include reviewing the performance of the Executive Directors, setting their remuneration levels, determining the payment of bonuses and considering the grant of options under the share options schemes. Martin Higginson and David Marks will also attend the Remuneration Committee but shall not be involved in decisions regarding their own remuneration and, other than providing input to the Non-Executives, shall not have a vote on the Remuneration Committee.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Company communicates with shareholders and other stakeholders through its Annual and Interim Reports, regulatory and non-regulatory announcements, its investor relations website social media posts, its designated email address, its AGM and face-to-face meetings.
This information was last reviewed on 17th October 2023
The following information is disclosed for the purposes of Compliance with AIM Rule 26.
Details of Any Other Exchanges or Trading Platforms
Huddled Group Plc does not have any securities admitted or traded on any other Exchanges or Trading Platforms
The Company is subject to the UK City Code on Takeovers and Mergers.
Restrictions on the Transfer of AIM Securities
There are no restrictions on the transfer of the company’s AIM Securities.
Country of Incorporation and Main Country of Operation
Huddled Group Plc is incorporated and registered in England and Wales (Registration number 10964782) and its main country of operation is the United Kingdom.