Corporate Governance Statement
As a Chairman, my role is to manage the Board in the best interests of our stakeholders, to ensure that our shareholders’ views are communicated to the Board and to be responsible for ensuring the Board’s integrity and effectiveness. I recognise that my role also involves my responsibility over the correct implementation of the QCA Code into Mirada’s Corporate Governance practices.
The Company is managed by the Board of Directors, and it is the Board’s job to ensure that the Mirada Group is managed for the long-term benefit of all shareholders, with effective and efficient decision-making. Corporate governance is an important part of that job, reducing risk and adding value to our business.
In addition to each of the 10 principles listed further below, the following provides an overview of how the Company applies the QCA Code, in order to support the Company’s medium to long-term success.
The Board comprises three Executive and two independent non-Executive Directors. The Board considers, after careful review, that the non-Executive Directors bring an independent judgement to bear notwithstanding their length of service and are therefore both considered independent. The Board has decided to adopt voluntarily the practice that one third of the Directors stand for reelection on an annual basis
Francis Coles, the non-Executive Chairman, is responsible for the running of the Board and corporate governance. José Luis Vázquez, the Chief Executive, has executive responsibility for running the Group’s business and implementing Group strategy. The Board meets at least four times per year and has a formal schedule of matters reserved to it. It is responsible for overall Group strategy, approval of major capital expenditure projects, approval of the annual and interim results, annual budgets and Board structure. It monitors the exposure to key business risks and reviews the strategic direction of all trading subsidiaries, their annual budgets, their performance in relation to those budgets and their capital expenditure. The Board delegates day-to-day responsibility for managing the business to the Executive Directors and the senior management team.
The Board believes that, given its size, there is sufficient opportunity for shareholders to raise any concerns they may have with the non-Executive Chairman, the Chief Executive, the Group Finance Director and the other Directors
Our values are based on two cornerstones: our customers and our employees. The Board believes this is vital for creating a sustainable, growing business and is a key responsibility of the Group. This culture supports the Company’s objectives to grow the business through acquiring and retaining customers by attending to their needs from the very beginning of the sales process until successful delivery and during ongoing services provision and support. The Company recognises its employees as a key driver of success and considers it crucial to recruit and retain the right people with the appropriate set of skills and values. Corporate Governance is an important part of that job, reducing risk and adding value to our business.
Even though the Company’s goal is to meet all the expectations set by the QCA Code, there is not currently a separate Company Secretary appointed. This decision is motivated by the size of the Company and the Board itself, and currently all the functions of a Company Secretary are being shared between the three Executive Directors: José Luis Vázquez, Gonzalo Babío and José Gozalbo.
Francis Coles, Chairman
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
The Mirada Group strategy is focused around four key areas: market, product, sales, and business model, as explained fully within the Strategic Report section of our Report and Annual Accounts.
The Group’s strategy is to extend its presence in the Digital TV markets, focusing on those with high potential growth rates, for example the Latin American, Eastern Europe and South East Asian markets. The aim is to increase the number of customers being charged subscriber-based licence fees, as these revenues command higher margins and, as long as the customer’s subscriber base is growing, Mirada will continue to earn licence fees even from projects completed several years previously.
The key challenges to the business and how these are mitigated are detailed in the Strategic Report.
Principle 2: Seek to understand and meet shareholder needs and expectations
The Mirada Group encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The CEO talks regularly with the Group’s major shareholders and ensures that their views are communicated fully to the Board.
The Board recognises the AGM and the GMs as important opportunities to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following these meetings. The Group has set up a dedicated email address for all investor queries.
Where voting decisions are not in line with the Company’s expectations, the Board will engage with those shareholders to understand and address any issues.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Mirada Group has identified the following key stakeholders and decided on implementing the following actions to cover their needs, interests and expectations:
1. Employees – company meetings, CEO letters, work council
2. Customers – corporate website, social media, international trade fairs, personal meetings, high- and low-level bilateral meetings
3. Sales Partners – internal blog, weekly industry press reviews, weekly follow-up conferences, marketing material
4. Shareholders – see principle 2
5. Technological Partners – corporate website, social media, international trade fairs, personal meetings, high- and low-level bilateral meetings
6. Compliance and corporate/regulatory advisers – periodic conference calls and meetings, advice requests as applicable
7. Banks – periodic meetings
Mirada identifies its employees as its key asset and puts a considerable amount of effort into ensuring employee satisfaction by such measures as improving work-life balance, providing fringe benefits, team building activities and many more.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board considers risk to the business at every Board meeting (at least one meeting is held per quarter) and the risk register is updated at each meeting. The Company formally reviews and documents the principal risks to the business at least annually.
Both the Board and senior managers are responsible for reviewing and evaluating risk and the Executive Directors meet at least monthly to review ongoing trading performance, discuss budgets and forecasts and new risks associated with ongoing trading. This process allows the Board to gain assurance that the risk management and related control systems in place are effective.
Maintain a dynamic management framework
Principle 5: Maintain the Board as a well-functioning, balanced team led by the chair
The Company is controlled by the Board of Directors. Francis Coles, the Non-executive Chairman, is responsible for the running of the Board and José Luis Vázquez, the Chief Executive, has executive responsibility for running the Group’s business and implementing Group strategy. Directors attend one Board Meeting per quarter.
A summary of Board meetings attended by current Directors in the twelve months to 31 March 2019 is set out below:
All Directors receive regular and timely information about the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. In addition, minutes of the meetings of the Directors are circulated to the Group Board of Directors. All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.
The Board comprises three Executive Directors and two Non-Executive Directors. All Executives Directors work on a full-time basis and the Non-Executive Director’s service agreements set out expected time commitments. All Directors recognise that a certain time of increased activity, the preparation and attendance at meetings will increase. The Board considers that all Non- executive Directors bring an independent judgement to bear notwithstanding the varying lengths of service.
The Directors of Mirada (the “Directors”) have the following experience and skills:
Frances Coles has nearly 40 years of experience in corporate finance. He was a founder director of corporate finance advisory boutique New Boathouse Capital and later served as a director of AIM listed merchant bank Quayle Munro following its aquisition of New Boathouse Capital in 2007. Prior to that, Francis was a director of Baring Brothers and subsequently Santander Investment where his responsibilities included debt and equity fundraisings and merger and acquisition activities in the European and Latin American markets.
José Luis Vázquez
Chief Executive Officer
José L. Vázquez is CEO and Co-Founder of Fresh, a leading interactive TV player in the Spanish market. He holds a degree in Advanced Telecommunication Engineering (UPM) and an MBA (IESE). He has more than 15 years of experience in Telecommunication and Interactivity markets, where he is an skilled professional. He founded Fresh in year 2000 being the CTO and became the CEO of the company in 2004. José is one of the leading figures in the Hispanic Digital TV platforms markets.
Chief Financial Officer
Gonzalo Babío has a broad experience in media and technology sectors. His professional career includes three years working at Arthur Andersen as an auditor, ten years at Electronic Arts as Finance Director working in Madrid, Lisbon, Sao Paulo, Lyon and London, and ten years as Finance Director for The Walt Disney Company Iberia in Madrid. He has a degree in Business Administration from the Universidad de Deusto in Bilbao, an EMBA from IESE Business School in Madrid and a PED from IMD in Lausanne.
José Francisco Gozalbo Sidro
Chief Technology Officer
José joined Mirada as Chief Technology Officer in March 2008, bringing over 18 years of experience in software development companies. In this role he has been responsible for software development, quality assurance, R&D and presales departments. He has a special focus on the Latin America region and has helped to build relationships with big telecoms partners that have led to multiple deployments of Mirada’s products. Prior to joining Mirada, José was Chief Technology Officer at Fresh Interactive Technologies where he managed the deployment of products and services worldwide, working with some of the key partners in the Pay TV market.
Matthew Peter Earl
Matthew has spent over 12 years working in the financial services sector primarily in Equity Capital Markets. Matthew started his career with Royal Bank of Scotland plc as an economist before working at Investec plc. Matthew then joined Charles Stanley Securities as an equity analyst in the support services sector, until he moved to head up the business services research team at Matrix Group Limited in 2010. More recently he has become an active investor in small and medium sized businesses.
The Audit Committee and the Remuneration and Nomination Committee meet formally at least twice a year. In the year ended 31 March 2019, Francis Coles and Mathew Earl attended all meetings of the Audit, Remuneration and Nomination Committees.
Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Nomination Committee of the Board oversees the hiring process and makes recommendations to the Board on all new Board appointments. Where new Board appointments are considered the search for candidates is conducted, and appointments are made, on merit, against objective criteria. Whilst there is not currently a balance of genders on the Board, the Company’s Directors look to appoint individuals with complementary skills and experience to fulfil the Company’s strategy, regardless of gender. The Nomination Committee also considers succession planning.
The skills and experience of the Board are set out in their biographical details against principle 5 above. The Directors bring a mixture of relevant sector, public company and financial experience to the Board such that it has the capabilities to deliver the Company’s strategy.
The directors keep their skillsets up to date by attending industry and qualification relevant seminars and training sessions.
The directors seek advice from their corporate advisers (including the Company’s nominated adviser, lawyers and accountants) as necessary.
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Board carries out an evaluation of its performance annually, taking into account the Financial reporting Council’s Guidance on Board Effectiveness. The company has performed regular reviews of its Board composition, considering whether each Director has the appropriate skills for the proper performance of their duties. The Board is satisfied that each individual has the right balance of financial and market knowledge to understand the performance and prospects of the business for the proper development of the Group.
All Directors undergo a performance evaluation before being proposed for re-election to ensure that their performance is and continues to be effective, that where appropriate they maintain their independence and that they are demonstrating continued commitment to the role.
Appraisals are carried out each year with all Executive Directors.
All continuing Directors stand for re-election every three years.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
Ethical values and behaviours are one of the key elements of Board members’ appraisals. It also forms an important part of every employee’s appraisal process, with a special focus on employees with direct contact with customers and vendors. Company values are also included in the welcome package that every new employee receives upon joining the company, which is also available for everyone on the Intranet.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
Our corporate governance statement on structure and processes is available on our corporate website, AIM Rule 26, Corporate Governance section. Direct link available here: https://www.mirada.tv/investors/aim-rule-26/
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Company encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The CEO talks regularly with the Group’s major shareholders and ensures that their views are communicated fully to the Board.
The Board recognizes the AGM and other GMs as important opportunities to meet private shareholders. The Directors are available to listen to the views of shareholders informally, immediately following any General Meeting.