Governance

Overview

The Board is responsible for defining, approving and monitoring the key activities of the business. The split of roles between the Board itself and executive management (i.e. the CEO, CFO and their reports) is set out in a ‘Matters Reserved for the Board’ document.

The Board delegates some of its activities to the Nomination, Audit, Remuneration, Risk and ESG Committees in accordance with their respective terms of reference. The operation of these Committees is set out in the 'Corporate Governance' section of this Annual report, and in the individual Committee reports. Certain Committees have employees who are not Board members as regular attendees.

Strategy

The Board approves the strategy of the business, which is refined in both Board meetings and in separate strategy events which involve senior management. In addition, the Board sets financial targets for the CEO, CFO and senior management (relating to both the annual bonus and Long-Term Incentives), and also personal targets. The combination of the agreed strategy and the targets enable the Board to steer the business and its evolutionary path.

Policies

Furthermore, certain critical Group policies are approved by the Board and then are implemented across the Group by executive management. These largely relate to legal compliance and ethical standards and include:

• Ethical Conduct (which covers not only compliance with the law but also high ethical standards in all dealings with customers, suppliers, staff and other stakeholders including Anti-Slavery)
• Anti-Bribery
• Whistleblowing
• Political contributions
• Share Dealing
• Tax strategy

These policies are publicly available on the Group’s website: https://www.gammacommunicationsplc.com

Risk and ESG Committees

The Risk and ESG committees act as a focus for the development of projects to keep the Group aligned with standards appropriate for its size and for reporting on them, and so their influence can run deep into the organisation.

Senior Leadership Team

The CEO directs the business through the Senior Leadership Team (SLT) which meets regularly by videoconference. It includes the senior managers leading sales, product and marketing, software development and network architecture design, operations, people resources, commercial and legal. This team is central to the development of strategy and makes or reviews many of the key medium-term choices and priorities, in line with the agreed strategy.

Financial performance, sales, operational performance and product development are all reviewed at least monthly. A budget is set annually alongside a five-year financial plan to establish both the short-term and long-term viability of the business. Financial performance is monitored against this budget.

Non-UK operating companies

Gamma has made a number of acquisitions. There is now a holding company in Germany, Spain and the Netherlands. The holding company directors are the CEO, CFO and the local CEO. The trading company directors are the local CEO and their team. The legal directors of these operating companies are constrained by a ‘Matters Reserved for the Group’ document – where appropriate these constraints are written into the articles (or their local equivalent).

On a monthly basis the CEO, CFO and Chief Strategy Officer meet with the local CEO and their team to review the performance of each European business. In addition to the formal monthly meeting there are frequent informal conversations between the senior group team and the local management teams.

Acquisitions, regardless of whether they are an initial acquisition “in country” or a “bolt-on” are always brought to the Group Board for approval.

Regulation

Gamma operates in a regulated industry and the framework within which we work is governed by EU Regulations, Directives and Recommendations, and the UK Government through our regulators, Ofcom, the PSA and the FCA (and their equivalents in Europe). Each of these will consult with industry from time to time and Gamma (as a significant communications provider in the UK) will participate in consultation responses in its own right and as member of several industry bodies.

Gamma’s engagements with the relevant authorities are generally based around a number of key principals promoting transparency and an open marketplace.

• Defend the channel – we recognise that many communications services are provided by channel partners who are themselves SMEs. They do not all have the resources to engage with regulatory bodies in the consultation process nor implement significant levels of regulation.
• We give a voice to UK business – often regulation is (quite rightly) aimed at protection of the domestic consumer but this can have unintended consequences when applied to business users as well; we aim to ensure that regulation is balanced and fair to business as well as residential users.
• Challenge the cost assumptions for implementation – as there is a high possibility of underestimating the costs of implementing new regulation, especially for smaller channel partners and in the more complex, less vertically integrated value chain that is the hallmark of business-to-business communication provision in the markets in which we operate.
• Ensure that regulation stays current – communications is a fast-moving industry and new services can be offered (for example “over the top” services which are not based on a network) which may not be regulated in a way to provide (in our view) adequate protection for end users or where outdated regulation creates competitive distortions.
• We are selective in responses – we only contribute where we have something relevant to say.
• We work alongside the relevant industry bodies and trade associations.

Political contributions

There were no political contributions in the year.