YouGov plc is committed to delivering high standards of corporate governance - commensurate with its size, stage of growth and the nature of the Company's activities - to its shareholders and other stakeholders including employees, panellists, customers, suppliers and the wider community.
YouGov is listed on the AIM sub-market of the London Stock Exchange.
We have adopted the principles of the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies.
On this page, you can find information about our Corporate Governance structure and disclosures.
Since 2014, the Company has followed the QCA Corporate Governance Code as its benchmark for good corporate governance practice. Following the publication of a new QCA Code in April 2018 (the QCA Code), the Board formally adopted the new edition. The QCA Code has been adopted into our Corporate Governance model, ensuring that the principles are applied and that our corporate governance processes and procedures meet the requirements. As a Company listed on the AIM sub-market of the London Stock Exchange, we are not required to follow the UK Corporate Governance Code issued by the Financial Reporting Council, but we consider it in our corporate governance activities.
The Principles of the QCA Code specifies where certain disclosures are to be made on a company’s website. In this section, you can find the location of these items. All remaining disclosures under the QCA Code are made in our 2018 Annual Report, which is available online here.
In compliance with the QCA Code, the disclosures on our website are:
Our board evaluation process is available in the "Effectiveness Evaluation" section below. Information on Succession Planning is available in the "Nomination Committee" section below."
Our approach to ensuring ethical values and behaviours is available here.
Latest AGM votes are disclosed here. No significant proportion of votes have been cast against a resolution in general meeting. Annual reports and other governance related material for the past five years are available here.
The Board consists of three Executive Directors and six Non-Executive Directors, including a Non-Executive Chair. For a biography of each of the directors and their responsibilities, see here.
Division of roles
The roles of Chair and Chief Executive Officer are held by different individuals and there is a clear division of responsibilities.
The Chair is responsible for:
- oversight of the Board;
- effectiveness of the Board;
- ensuring that no individual dominates the Board’s decision-making; and
- ensuring that the Board operates in the interests of stakeholders.
The Chief Executive Officer’s role is to provide overall leadership and vision in developing, with the Board, the strategic direction of the Company. Additionally, the Chief Executive Officer is responsible for managing the day-to-day business activities and for the implementation of the strategy, as are the other Executive Directors.
Non-Executive Directors constructively challenge and help to develop strategy, whilst also scrutinising the performance of executive management.
The Board operates formally, through Board and Committee meetings, and informally, through regular contact amongst Directors. High-level decisions on such matters as strategy, financial performance and reporting, dividends, risk management, major capital expenditure, acquisitions and disposals are reserved for the Board and its Committees.
The Board formally approves the appointment of all new Directors, following consideration of recommendation from the Nomination Committee. All Directors are required to submit themselves for re-election at the first Annual General Meeting following their appointment and subsequently at the Annual General Meeting on a rotational basis, which ensures that each Director is submitted for re-election approximately every three years.
The Board undertakes an evaluation of its own effectiveness on an annual basis. Since 2018, the Board has participated in a formal in-house board evaluation program. This in-house evaluation is facilitated by the Corporate Secretariat and consists of three stages:
- Board effectiveness questionnaires completed by each Director;
- Individual peer-to-peer questionnaires completed by each Director; and
- One-on-one discussions with the Company Secretary.
In accordance with the process, anonymised results from the questionnaires and discussions are shared the Board to facilitate discussion and, if appropriate, allocation of actions for improvement. The Company Secretary is responsible for oversight of implementation of any actions identified.
The Board receives regular management information on the Company’s performance and the agenda for formal Board and Committee meetings is sent to members in advance.
Following changes to the board in 2017-18, the governance framework was reviewed and updated (including succession planning and board evaluation). The Board and the Company Secretariat will continue to evolve the governance framework in line with the growth of the Company.
The Board has three Committees, each with their own specific areas of responsibility – Remuneration, Audit & Risk and Nomination. Each Committee meets in accordance with its Terms of Reference and on an ad hoc basis as required. Information on each Committee can be found below.
- Rosemary Leith (Chair, Non-Executive Director)
- Ashley Martin (Non-Executive Director)
- Andrea Newman (Non-Executive Director)
Terms of Reference:
The Remuneration Committee operates under Terms of Reference agreed by the whole Board.
The Remuneration Policy developed by the Committee and details of each Director’s remuneration are presented in the Directors’ Remuneration Report of the Annual Report and Accounts, which can be found here.
- Ashley Martin (Chair, Non-Executive Director)
- Rosemary Leith (Non-Executive Director)
The Committee operates under Terms of Reference agreed by the whole Board.
In particular, the Committee is responsible for:
- ensuring that the financial performance of the Group is properly monitored and reported;
- monitoring the formal announcements relating to financial performance;
- meeting the auditors and agreeing audit strategy;
- reviewing reports from the auditors and management relating to accounts and internal control systems;
- making recommendations to the Board in respect of external auditor appointment and remuneration;
- oversight and scrutiny of the Group Risk Management Policy and Procedure including the group risk register and monitoring progress against planned controls;
- review any significant litigation and compliance issues involving the Group; and
- review and approve the statements to be included in the Annual Report concerning internal controls and risk management.
The Committee reports to the Board on any matters in respect of which it considers that action or improvement is needed, and makes recommendations as to the steps to be taken.
The whole Board acts as the Nomination Committee, when the need arises, to determine the process for, and make recommendations on, the nomination of Directors of the Company. The Chair of the Board does not participate in meetings where the matter under consideration is succession to the Chair.
Terms of Reference:
The Committee operates under Terms of Reference agreed by the whole Board.
- In particular, the Committee is responsible for:
- identifying the skills and experience required for the next stage in the Company’s development;
- keeping close watch on succession planning and possible internal candidates for future board roles; and
- providing assistance the Chair of the Board (or, where appropriate, the Senior Independent Director), in taking steps to remove any underperforming director.
- In fulfilling its role, the Committee takes into account the outcome of board effectiveness evaluations.
The Executive Directors meet regularly with institutional shareholders to discuss the Company’s performance and future prospects. At these meetings, the views of shareholders are canvassed and reported back to the Board. Feedback from recent meetings with institutional shareholders has been positive. The Annual General Meeting is a forum for communication with private shareholders. The Investor Relations section of the website is regularly updated and amended with the aim of providing information to all shareholders.
Details of the Company’s major shareholders can be found here.
Shareholders who wish to contact the Company, please click here.
The Company’s selected advisors are listed here.
All Directors have access to the Company’s advisors and can obtain independent professional advice at the Company’s expense in performance of their duties. Board Committees are authorised to obtain, at the Company’s expense, professional advice on any matter within their Terms of Reference. The Audit & Risk Committee works with the Company’s auditor, PwC. The Company Secretary is supported on company secretarial matters by Numis (NOMAD) and Neville Registrars (Registrar). During the year, the Remuneration Committee have received advice from Aon (Remuneration consultants).
The Board reviews risks facing the business on a regular basis. The principal risks and uncertainties facing the company are outlined in the Corporate Governance section of the Annual Report and Accounts, which can be found in FY18 Annual Report and Accounts.
Key Control and Procedures
The Board maintains full control and direction over appropriate strategic, financial, organisational and compliance issues, and has put in place an organisational structure with defined lines of responsibility and delegation of authority.
The annual budget and forecasts are reviewed by the Board prior to approval being given. This includes the identification and assessment of the business risks inherent in the Company, as well as the market as a whole along with associated financial risks.
The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.
Key procedures include:
- detailed budgeting programme with an annual budget approved by the Board;
- regular review by the Board of actual results compared with budget and forecasts;
- regular reviews by the Board of full year expectations;
- establishment of procedures for acquisitions, capital expenditure and expenditure incurred in the ordinary course of business;
- detailed budgeting and monitoring of costs incurred on the development of new products;
- reporting to the Board on changes in legislation and practices within the sector and accounting and legal developments pertinent to the Company;
- appointing experienced and suitably qualified staff to take responsibility for key business functions to ensure maintenance of high standards of performance; and
- appraisal and approval of significant acquisitions and capital projects by the Board.
The Audit & Risk Committee undertakes a formal assessment of the auditors' independence each year which includes:
- confirmation of the auditors' objectivity and independence in the provision of non-audit services to the Company by the use of separate teams to provide such services where appropriate;
- discussion with the auditors of a written report detailing relationships with the Company and any other parties that could affect independence or the perception of independence;
- a review of the auditors' own procedures for ensuring independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner; and
- obtaining written confirmation from the auditors that, in their professional judgment, they are independent.
Any analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in a note to the accounts in the Annual Report and Accounts.
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent company and of the profit or loss of the Group and parent company for that period. In preparing the financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and IFRSs as adopted by the European Union have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;
- make judgements and accounting estimates that are reasonable and prudent; and
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and parent company will continue in business.
The Directors are also responsible for safeguarding the assets of the Group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of the parent company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
YouGov maintains insurance in respect of its Directors and Officers for liabilities in relation to the Company.
The Company has adopted a share dealing code for Directors and applicable employees in compliance with the EU Market Abuse Regulation and Rule 21 of the AIM Rules.
YouGov plc, being a UK registered and traded company, is subject to the UK City Code on Takeovers and Mergers.
This information was last updated 30 September 2019