Governance report

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 2021.

Dear shareholder,

Welcome to the Corporate governance report for the year ended 31 December 2021, 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 2021 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.

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 2022 and beyond.

Richard Last Chair and Independent Non-Executive Director

Key to strategy

  1. Cloud Telephony and UCaaS Evolve our strong Cloud telephony position into the UCaaS market
  2. Fixed and Mobile Telecom Build on our fixed and mobile telecom strength to differentiate our proposition from pure OTTs
  3. Company Expansion Expand into Europe to gain continued growth and scale
  4. Digital progression Continue to build on our digital capabilities to assure agility and sustain competitiveness

Key to KPIs

  1. Revenue
  2. Gross profit
  3. Gross margin
  4. Adjusted EBITDA
  5. Cash
  6. Cash generated by operations
  7. EPS
  8. Fully diluted adjusted EPS

Key to risks

  1. Unplanned service disruption
  2. Data loss and cyber attacks
  3. Over-reliance on suppliers
  4. Inability to attract and retain top talent
  5. Uncertain competitive landscape
  6. Price erosion
  7. Legal and regulatory non-compliance
  8. Unsuccessful M&A strategies

The opportunity for UX and CX to win in the Experience economy

Hybrid here to stay

Fundamentals are more important than ever

The ESG Committee oversees the development and activity of Gamma's ESG agenda.