Role of the Board

• Responsible for the overall conduct of the Group’s business including our long-term success.
• Setting the purpose, values, standards and strategic objectives.
• Reviewing the Group’s performance.
• Ensuring a positive dialogue with our stakeholders is maintained.

The Board is responsible for establishing and maintaining the system of internal controls which has been in place throughout 2020. The effectiveness of the Group’s system of internal controls is reviewed annually by the Audit Committee on behalf of the Board, as referred to in the Audit Committee report.

Dear shareholder,

Welcome to the Corporate Governance Report for the year ended 31 December 2020, which I am pleased to present on behalf of the Board. The Board recognises that sound corporate governance is an essential underpinning for a growing, publicly quoted business, and is committed to ensuring the integrity of both its processes and of those of the Group as a whole.

Corporate Governance Code

The Directors support high standards of corporate governance. In 2018, the Board of Gamma formally decided to apply the QCA Code. Gamma adopted this code as it feels it takes key elements of good governance and applies them in a manner which is workable for the different needs of growing companies. The Group’s Corporate Governance Compliance Code document which was approved on 3 September 2020 is available on the website www.gammacommunicationsplc.com.

The Board

During the year, we have continued to keep under review the composition of the Board and its committees to ensure that we have the right balance of skills, independence, experience and diversity.

After a thorough search to identify appropriate Non-Executive Directors we were pleased to welcome Charlotta Ginman and Xavier Robert to the Board on 8 September 2020. Charlotta has extensive technology sector experience and has supported the growth and development of businesses in the sector. Xavier has experience in identifying, acquiring, integrating and growing technology businesses, which is highly relevant to Gamma’s international acquisition strategy.

The Company’s remuneration policy is designed to ensure that the Company is able to attract, retain and motivate executives and senior management of the right quality to enable the Company to fulfil its objectives and longer-term potential. Please refer to the Remuneration Committee Report for further details around executive pay and its composition.

Relations with shareholders

Communication with shareholders is given high priority by the Board and is undertaken through press releases, general presentations at the time of the release of the annual and interim results and face-to-face meetings. The Group issues its results promptly to individual shareholders and also publishes the same on the Company’s website.

Regular updates to record news in relation to the Company are also included on the website. In order to ensure that the members of the Board develop an understanding of the views and concerns of major shareholders there is regular dialogue with institutional shareholders, including meetings after the announcement of the Company’s annual and interim results. The Board uses the AGM to communicate with private and institutional investors and welcomes their participation. The Chair also visits major shareholders.

Looking ahead

The Group’s commitment to strong corporate governance and risk management will remain central to the business during 2021 and beyond.