A – Member of Audit Committee
R – Member of the Remuneration Committee
Mark Smith (A)
Non-Executive Chairman
Mark Smith is an experienced Director and Chairman, and a qualified Chartered Accountant. Mark served as Chief Operating Officer and CFO of Chime Communications plc from 1994 to 2017. He is currently Non-Executive Chairman of Holiday Extras, a major travel and leisure business which is privately owned, Non-Executive Chairman of TPX Impact plc, an AIM listed company delivering digital transformation projects for clients mostly in the Public Sector and Non-Executive Chairman of The Unlimited Marketing Group a UK based private equity owned marketing services business. He joined the Merit Group plc Board on 29th November 2017 and was appointed Chairman on 26th November 2020.
Lord Ashcroft, KCMG PC
Non-Executive Director
Lord Ashcroft KCMG PC is an international businessman, philanthropist, author and pollster. He is the former Treasurer and Deputy Chairman of the Conservative Party in the UK, the current Honorary Chairman and former Treasurer of the International Democrat Union (IDU), and currently a Privy Council member. He was formerly the Prime Minister’s Special Representative for Veterans’ Transition.
In the UK, he is the founder and Chair of Trustees of both Crimestoppers and the Ashcroft Technology Academy. He is a former Chancellor of Anglia Ruskin University (which awarded him an Honorary Doctorate in 1999), a former Patron of the Forces in Mind Trust Research Centre, a former Trustee of Imperial War Museums and a former President of the West India Committee. He is currently Vice Patron of the Intelligence Corps Museum, a Trustee of the Cleveland Clinic in the US and a Life Governor of the Royal Humane Society. As well as donating tens of millions of pounds to good causes, he signed up to The Giving Pledge in 2013, a commitment by some of the world’s richest people to dedicate the majority of their wealth to charity.
Lord Ashcroft has varied and substantial business interests around the world in public and private companies. His current business roles include being Chairman of Waterloo Investment Holdings Limited, Non-Executive Director of Marlowe plc and a Non-Executive Director of Merit Group plc.
He has written 26 books, largely on politics and bravery. He was knighted and created a life peer in 2000, but he resigned from the House of Lords in 2015 to concentrate on other areas of his work.
Lord Ashcroft carries out extensive polling, mainly linked to his interest in politics,
and the quality of his work in this area is widely acclaimed.
Angela Entwistle (R)
Non-Executive Director
Angela Entwistle was appointed a Non-Executive Director of the Company in November 2017. Angela is a Corporate Communications Specialist working with companies in the private sector. She is Chair of Total Politics, a media, events and training company focused on politics, government and public policy which also owns Biteback Publishing Limited, Britain’s leading publisher of political and current affairs titles and Conservative Home, Britain’s leading independent conservative news, comment, analysis and campaigns blog. She is a Non-executive Director of Impellam Group plc, the largest staffing business in the UK and 8th largest MSP worldwide and a Non-Executive Director of Carlisle Support Services, one of the leading suppliers of value-added solutions across the public and private sectors in the UK and Ireland. Angela was Corporate Communications Director of ADT Limited, an international business services company and the world’s leader in electronic security solutions, from 1986 to 1997. Angela is significantly involved in a number of charities including acting as Trustee and Deputy Chair of Crimestoppers, the only UK charity dedicated to solving crimes, and Trustee of Prospect Education (Technology) Trust Limited, the umbrella charity of the Ashcroft Technology Academy.
Dame Diane Lees DBE (R, A)
Non-Executive Director
Most recently, Diane Lees was Director-General of Imperial War Museums from October 2008 to March 2023. She now runs a charity advisory company.
Diane Lees began her career as an historic buildings researcher and then moved into exhibitions, education and interpretation. She has worked on some of the most challenging and exciting projects in the country, including the rescue and relocation of a hat block manufacturer’s workshop in central Manchester, the recovery and display of the Mary Rose flagship in Portsmouth Harbour and the redisplay of the Nelson Galleries at the Royal Naval Museum. She project-managed the creation of the UK standard for the recording of information about museum collections (SPECTRUM) and was responsible for the creation of the only museum of law in the country, the multi-award-winning Galleries of Justice in Nottingham.
Since April 2018 she has been Pro-Chancellor and Chair of the University of Lincoln’s Board of Governors. She is a member of the Worshipful Company of Goldsmiths and a Freeman of the City of London. She is also an Ambassador for the Halo Trust. She remains Emeritus Vice President for the American Air Museum in Britain and a member of the expert panel for the Holocaust Memorial Day Trust.
Diane Lees was awarded a CBE in the Queen’s New Year’s Honours list in January 2015 and a DBE in the Queen’s New Year’s Honours list in January 2022 for services to museums. She was awarded an Honorary Doctor of Letters degree by the University of Reading in July 2015 and an Honorary Doctor of Arts degree by Nottingham Trent University in June 2017.
Tim Briant (A)
Non-Executive Director
Tim Briant joined the Board on 26th February 2024 as a Non-Executive Director and member of the Audit Committee. Tim is a Chartered Accountant and currently holds the position of Chief Financial Officer of HeadFirst Group BV a workplace solutions group Tim joined in March 2024 following its acquisition of Impellam Group plc, an AIM listed company in which he served as CFO since October 2019. Tim has held a number of senior finance positions in public companies since his time with KPMG where he worked within the audit and transaction services practices. Having completed a number of public and private transactions, Tim brings further M&A experience to the Board.
Philip Machray
Chief Executive Officer and Chief Financial Officer
Phil joined Merit Group plc, as CFO, on 18th October 2021 and was formally appointed to the Board on 17th November 2021. Phil was appointed CEO on 26 January 2024 a position he combines with the CFO responsibilities.
Phil is a Chartered Accountant with over 25 years’ experience in the media sector as an advisor, Board member and Executive. Most recently Phil worked for 16 years to July 2020 at Reach plc (formerly Trinity Mirror plc) where he held roles including Director of Corporate Development, Chief Operating Officer of Regionals, and Managing Director of Specialist Digital. Phil began his career at Deloitte LLP and was a Director within Deloitte’s Technology, Media & Telecoms practice. Phil is currently a Non-Executive Director of System1 Group plc and a Non-Executive Director of Digitalbox plc where he serves as Chairman of the Audit Committee.
Cornelius Conlon
Managing Director, Merit Data & Technology Limited
Cornelius (“Con”) Conlon is the founder of Meritgroup; a leading provider of big data and technology solutions in the UK; which was acquired by the Group in July 2019. Con is a technology entrepreneur with over 25 years of experience in the data and software realms, in addition to a successful track record of building high performing teams and running successful technology businesses in Ireland, the UK and India. Con joined the board on 1 July 2020.
Company Secretary
Fieldfisher Secretaries Limited
Riverbank House
2 Swan Lane
London
EC4R 3TT
Corporate Governance
Chairman’s Statement
The Board is committed to establishing and maintaining integrity and high ethical standards in all its business activities; and high standards of corporate governance – the process by which the Group is directed and managed, risks are identified and controlled, and effective accountability to shareholders.
From 28 September 2018 all AIM companies are required to comply with a recognised corporate governance code. Merit Group plc has chosen the Quoted Companies Alliance Corporate Governance Code published in April 2018 (the “QCA Code”) for this purpose.
Details of how Merit addresses key governance principles defined in the QCA Code are set out in this section of the website. Further information on compliance with the QCA Code will also be provided in our Annual Report.
The roles of the Chairman and Chief Executive are held separately and clearly defined in relation to their responsibility for managing the Board and managing the Group’s business respectively. Summary biographical details and standing committee memberships of all the directors are shown above.
The Board of Directors is collectively responsible for the strategic direction, investment decisions and effective leadership and control of the Group. To this end, there exists:
- A schedule of matters specifically reserved to the Board for its decisions, including approval of the Group’s strategy, annual budget, major capital expenditure, acquisitions and disposals, risk management policies and financial statements
- In relation to non-reserved matters, the terms of reference under which the Board has delegated certain responsibilities to its two standing committees.
The Board consists of two executive directors and four non-executive Directors. The non-executive Directors are considered to be independent, save for Lord Ashcroft KCMG, who is the Company’s major shareholder and Angela Entwistle due to her links with the Company’s major shareholder. Both the Board and the non-executive Directors bring a wide range of relevant skills and experience to bear on issues under consideration. This helps to ensure that independent judgement is exercised and that a proper balance of power is maintained for full and effective control.
All Directors are required to stand for election at the first Annual General Meeting following their appointment and seek re-election at least every three years.
Board Committees
Merits’ Board of Directors has established an Audit Committee and a Remuneration Committee. The members of each committee are appointed by the Board of Directors.
Audit Committee
- Mark Smith (Chair)
- Diane Lees
The Audit Committee comprises non-executive directors of the Company and meets no less than twice a year and at least once a year with the external auditors together with various representatives of the executive and finance functions. It also meets privately with the external auditors on an ad hoc basis. The Committee, inter alia:
- is responsible for the appointment, review and remuneration of the external auditors and annually assesses the independence and objectivity of the auditors reviews the annual and interim financial statements, the Group’s accounting policies and procedures and its financial control environment, and reviews the Group’s system of internal controls, including risk management procedures.
Remuneration Committee
- Angela Entwistle (Chair)
- Diane Lees
The Remuneration Committee comprises non-executive directors of the Company and meets at least twice a year and otherwise as necessary. It advises the Board on the Company’s remuneration strategy and determines, on behalf of the Board and within its remuneration framework, the individual remuneration package of each of the executive Directors and certain members of the senior management team.
No Director is involved in deciding his or her own remuneration. In the case of non-executive Directors this is determined by the Board.
UK City Code on Takeover and Mergers
Merit is subject to the UK City Code on Takeovers and Mergers.
The Bribery Act 2010
It is our policy to conduct all our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships.
Ten QCA Principles
In this section we outline our approach to addressing the ten principles of the QCA Code. These will be further expanded upon in our next and all future Annual Reports.
Principle 1 – Establish a strategy and business model which promote long-term value for shareholders
The Merit Group is a B2B data and intelligence business. We use technology-led data capture and analvsis techniques to provide our customers with high quality data across three market segments:
- Global industry data covering a range of key verticals
- Policy and political data in the UK and Europe
- Marketing data
In all three areas we use our proprietary technology to gather and enhance high value, complex and hard-to-acquire data from thousands of sources.
Data is the building block on which Artificial Intelligence applications are built as it serves as the foundation for training and improving machine learning models. We have developed a series of machine learning tools to transform raw data into business intelligence. Our expert teams provide additional analysis and intelligence to add further value to the data we provide to our customers. We also provide data engineering solutions that complement our data services.
Our mission is to provide actionable data and intelligence to our customers to help them make more informed decisions and grow.
The key drivers of our business success are:
- very high levels of customer service that builds strong customer relationships, over multiple years
- the provision of high quality actionable data that is accurate, targeted and timely
- the use of leading technological solutions to enable our competitive pricing
Principle 2 – Seek to understand and meet shareholder expectations
The Company maintains a clear contact page on the website which investors can use to communicate with the Company and is prominently displayed together with the Company’s address and phone number.
The Company holds an Annual General Meeting to which all members are invited to. Copies of our Annual Report (which includes the notice of AGM) and the interim report are sent to all shareholders and can be downloaded here.
Other information for shareholders (and other interested parties) is also provided on our website.
The Company Secretary can also be contacted by shareholders on matters of governance and investor relations.
As the Company is not large enough to have a dedicated investor relations department, the Chairman together with the Executive team are responsible for reviewing all communications received from members and determining the most appropriate response.
This is done through regular RNS communications to provide updates on financial and commercial matters and producing comprehensive and informative reports at the half year and the year end.
Principle 3 – Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board understands that long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (Clients, suppliers, regulators and others). The Company is dedicating significant time to understanding and acting on the needs and requirements of each of these groups via meetings, surveys, feedback and appraisals.
The Company’s business model identifies the key resources and relationships on which the business relies through its internal team structure where information can be disseminated in both directions and evaluation by Board and their relevant committees.
The Company obtains feedback from internal stakeholders through regular management and internal team meetings, employee appraisals and post project delivery evaluation sessions for its contracted suppliers.
Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout the organisation
Internal Controls
The Board is responsible for maintaining a sound system of internal financial and operational control and the ongoing review of their effectiveness. The Board’s measures are designed to manage, not eliminate, risk and, as such, provide reasonable but not absolute assurance against material misstatement or loss.
The Company reviews its internal controls regularly to ensure that they give the Company the flexibility that is necessary to allow it to grow and deliver long-term value to shareholders while having the correct checks and balances in place.
Risk Register
The Company maintains a risk register which is reviewed regularly. This register allows the Board to appraise external and internal threats to the business and to plan and mitigate accordingly. Principal risks and uncertainties that may affect the business are set out in more detail in the Company’s Annual Report.
Code of Conduct
The Company has adopted a Code of Conduct which sets out the standards that it expects all employees and representatives of the Company to meet to ensure that we maintain the high standards that we set ourselves. It is the Board’s view that by encouraging high working standards we will mitigate against risks arising in our day to day activities.
Principle 5 – Maintain the board as a well-functioning, balanced team led by the chair
The Board is currently comprised of four non-executive directors (including the Chairman) two of whom are independent and two executive directors.
The non-executive directors have letters of appointment with three months’ notice either side and are required to be available to attend board meetings and to deal with both regular and ad hoc matters. All non-executive directors have confirmed and demonstrated that they have adequate time available to meet the requirements of the role and they have no conflicts of interest.
Executive directors work full time in the business and have no other significant outside business commitments. Executive directors hold service contracts with six or twelve months’ notice period either side. The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively.
Principle 6 – Ensure that between them the directors have the necessary up-to-date experience skills and capabilities
The Board considers that it contains an appropriate range of skills, experience and knowledge and is mindful of the need to continuously review the needs of the business to ensure that this remains true. The Board members are of sufficient calibre to bring independent judgment of issues of strategy, performance, resources, and standards of conduct, which are vital to the future growth and success of the Group. The Board believes that it operates in an open and constructive manner, working effectively as a team.
The Board is supported by a number of internal professionals and external advisors (details of which can be found above).
Principle 7 – Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
All Board members acknowledge that they have a collective responsibility and legal obligation to promote the interests of the Company and are collectively responsible for defining Corporate Governance arrangements.
Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner. The Board reviews, considers and assesses performance of individual directors, committees and succession plans annually.
Principle 8 – Promote a corporate culture that is based on ethical values and behaviours
The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential. The Board leads by example and seeks to treat all persons fairly and equitably, through clearly defined parameters of operation. This includes full compliance with safe working practices but also maintaining and protecting a positive and supportive working environment.
Corporate values guide the objectives and strategy of the Company and are entrenched in every aspect of the business, including recruitment, promotions, training and engagement.
The Company maintains and annually reviews a handbook that includes clear guidance on what is expected of every employee and officer of the Company. Adherence of these standards is a key factor in the evaluation of performance within the Company, including during annual performance reviews.
Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Chairman provides leadership to the Board and is responsible for agreeing the agenda for Board meetings, ensuring that the Directors receive the information that they need to participate in Board meetings, and that the Board has sufficient time to discuss issues on the agenda, especially those relating to strategy and governance.
The Executive Director’s are responsible for the day to day leadership of the Company, the management team and its employees. The Executive Director’s are also responsible, in conjunction with senior management, for the execution of the Company’s strategy approved by the Board and the implementation of Board decisions.
The Board is collectively responsible for the long-term success of the Company. Its principal role is to provide leadership within a framework of prudent and effective controls, which enables risk to be assessed and managed. The Board considers the management team’s strategic proposals and, following a rigorous review, determines strategy and ensures that the necessary resources are in place for the management team to execute against that strategy.
Board meetings
The Board seeks to meet regularly, but in any event to hold no less than four board meetings in each year. In addition to the scheduled meetings, informal discussions with both executive directors and senior operational managers of the Company in relation to strategic business development and other topics important to the Company’s progress are held by members of the Board regularly.
The Board and its committees are provided with information ahead of meetings to give time for review and analysis. For each board meeting an agenda is prepared then approved by the Chairman and followed. The Board maintains an ongoing list of matters arising from the Board meetings which are then followed up at subsequent meetings to ensure that matters and decisions are being implemented.
Reserved matters
Each year, the Board adopts a schedule of matters that are reserved for it to consider and, if thought appropriate, decide upon. These reserved matters relate to:
- Strategy and oversight, including the approval of annual budgets
- Changes to the capital structure of the Company and the corporate structure of the group
- Approval of financial statements and reports and any capital spend above agreed limits
- Approval of contracts outside of the ordinary course of the business
- Changes to Board and committee membership
- Remuneration of executive directors and issues relating to long term incentive plans
- Any delegation of authorities
- Governance
- Approval of policies.
Principle 10 – Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
We seek to maintain dialogue with shareholders and other relevant stakeholders through a number of channels. Our annual report and accounts, full year and half year announcements are the primary sources of information for shareholders. These are supplemented by regular and appropriate RNS and RNS Reach announcements.
The above, together with other relevant information on the Company, can be obtained from this website.
Our active dialogue with shareholders means that the Board receives regular updates on the views of shareholders.
The Company’s collegiate and open working environment means that all employees can relay concerns to the executive team if required. The Company has a whistleblowing policy to allow and encourage all employees to bring matters which cause them concern to the attention of certain persons within the Company and, ultimately, to the attention of the Chairman.