Corporate Governance Statement

Corporate Governance Statement for GB Group plc

(“GBG”, “the Group” or “the Company”)

In September 2018, we adopted the 2018 Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’) as the basis of our governance framework. Through this statement, we will report how we have complied in full with the QCA Code.


GBG’s Statement of Compliance with the QCA Corporate Governance Code

The information contained below was last reviewed on 26 June 2023:

Our strategy is designed to deliver long-term, sustainable growth in a dynamic and growing global industry. Our business model is focused around six key priorities, which will enable us to deliver on our purpose of "building trust in a digital world". Our strategy, business model and business operations are set in the Strategic Report.

The Executive Team, led by the Chief Executive, is responsible for recommending the Group's strategy to the Board, based on the interests of our shareholders, cutomers, team members and other stakeholders. The Board is fully involved in discussing and developing our strategy and business model with the Executive Team before we implement it. The Executive Team is then responsible for putting the stratgy into action and managing the day-to-day business. The Board ensures that the Group communicates its strategy to investors, team members and other stakeholders using appropriate methods of communication for each group.

We beleive that we continue to add long-term value to our shareholders, demonstrated by our progressive dividend policy and despite short-term share price volatility, our focus on long-term strategic growth. The Directors Report contains further information on this year's dividend.

View our total shareholder return graph.

Communication with shareholders is given high priority by the Board. Chris Clark (CEO), David Ward (CFO) and where appropriate, other members of the Board communicate regularly with institutional investors and sell-side research analysts through press releases, general presentations at the time of the release of the annual and interim results and additional meetings throughout the year. They use these opportunities to provide updates on any changes to our business, strategy, marketplace and acquisition pipeline.

Understanding what investors and sell-side research analysts think about GBG and, in turn, helping them understand our business, is a key consideration as we take strategic decisions and allocate investment to drive the business forward. We tailor our communication based on whether we are speaking with new or long-standing investors and share feedback from these meetings with the Board. The Board considers this information to make sure there is a clear understanding of the views of shareholders.

In January 2023 we hosted a Capital Markets Event where investors and sell-side analysts could hear first-hand about our strategic progress over the last few years and our plans for the future. We used the session to demonstrate how our leading capabilities continue to evolve hearing from customers who have had direct experience of GBG's products and services.

All shareholders are actively encouraged to participate in the AGM, which is attended by all Directors. For the past two years GBG has offered its shareholders the opportunity to either attend in person or join via electronic means. Whilst our intention was to give every shareholder better access to and easier communication with the Board of Directors, in reality we had very low attendance, last year for example there were five shareholders who attended in person and just one shareholder online. This year, when considering the costs involved in holding a hybrid meeting, we made a decision to revert to an in person meeting at our Chester office. We will keep this under review and seek to respond to feedback in this area, should a direct request be made to re-introduce a hybrid AGM then we will reconsider.

The Executive Directors are primarily responsible for shareholder liaison however, should you wish to contact any member of the Board you can email to arrange this.

We take our wider stakeholder and social responsibilities seriously. Maintaining effective working relationships with all our stakeholders, including team members, partners, customers, suppliers and regulatory authorities, is recognised as a way to strengthen our relationships and help us to make better business decisions. The Group has several policies in place, including our Code of Conduct, that guide our behaviours in relation to our stakeholders.

Our customers and suppliers are mainly long-term partners, so an important part of our culture is to establish and maintain relationships of trust. Our priority is to create a positive customer experience across our whole business, including our product experience, customer success management, professional services and helpdesk. As part of our commitment to continually improve the GBG Customer Experience, we listen to customers across all business areas. Each year we welcome direct feedback from all our customers and in the last 12 months we have received over 1200 pieces of feedback, as part of our Voice of the Customer programme.

We use this feedback to drive material improvements that are evidenced in key metrics over time. The metrics we use include Net Promoter Score (NPS), Customer Satisfaction Score (CSAT) and Customer Effort Score (CES), the results have driven us to make improvements in the following areas: product functionality, data matching and also our central functions such as payments, billing and legal processes.

We continue to use the feedback, monitoring any trends, in order to help inform our strategy, product roadmap and customer interactions across all parts of the customer journey, making sure that the customer experience develops to meet the needs and requirements of all our customer base.

There is more detail on how we engage with our stakeholder in our Section 172 Statement.

The Board recognises its responsibility for determining the nature and extent of the principal risks the Group has to take to achieve its strategic objectives. GBG has an enterprise-wide risk management approach which is described in the Board owned Risk Management Framework.

This framework sets the standards and expectations of how risks are identified and a managed at GBG. The overall risk strategy is to embed risk management within business processes and make sure everyone, across the whole Group, understands their role when it comes to managing risk.

The Audit & Risk Committee reviews the suitability and effectiveness of risk management processes and controls on behalf of the Board. Further details of the Group’s approach to risk management, together with a full description of the key risks faced by the Group, are set out in Principal risks and uncertainties.

In addition, the Board regularly conducts a rigorous and in-depth assessment of GBG’s financial position. The Board actively challenges the annual budgeting process prior to approval. The Executive Directors will provide regular updates on performance against this Budget and any updates to the forecast results, ensuring communication of vital information that may have an impact on forecast.

The Board is made up of the Non-Executive Chair, Richard Longdon, two Executive Directors, Chris Clark and David Ward, plus three Non-Executive Directors, Liz Catchpole, Natalie Gammon and Bhav Singh. In compliance with the QCA Code, the Board determines independence, in the Board’s opinion, Richard, Liz, Natalie and Bhav are all considered independent and they have all served on the Board for less than 10 years.

The Executive Directors work full-time for the Group. We also ensure that our Non-Executive Directors do not have an excessive number of directorships so they can contribute an appropriate amount of time to GBG. The Non-Executive Directors are expected to commit a minimum of 20 days per year to Company activities. This is alongside other commitments outside of GBG, a summary of which appears in their biographies .

The Chair sets the Board’s agenda and the Board is provided with clear, regular and timely information on both the operational and financial performance of the Group. The Board has approved a schedule of matters reserved for the Board.

The Chair encourages and facilitates each director’s contribution to ensure that no one individual can dominate Board proceedings. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational.

In accordance with our Articles of Association all Directors retire by rotation and are subject to re-election by shareholders at least once every three years. Non-Executive Directors who have served on the Board for nine years or more, will be subject to annual re-election. Further details of those Directors who are up for re-election at the 2023 AGM can be found in the Directors’ Report and the Notice of AGM. The service agreements for each of the Directors are available from our registered office in Chester or upon request.

The Board met on 15 occasions during the financial year. In response to a takeover approach by GTCR (further information can be found on page 49), the Board held a number of unscheduled meetings. These meetings have been included in the Board attendance figures. Furthermore, a total of 3 board sub committee meetings, to approve full- and half-year results were held during the financial year. These meetings have not been included in the Board attendance figures.

The Directors’ biographies provide an overview of their experience and skills, along with their Committee memberships. The Board and Nomination Committee are satisfied that the Board composition currently has the right balance of experience, skills, independence and expertise to deliver the Company’s strategy. In terms of diversity, the Board are satisfied that positive steps have been taken in recent years to address this, with the Board including two female members and four male members as well as welcoming its first Director from a minority ethnic background.

The composition and performance of the Board, and the skills and experience of each director, are regularly evaluated, to ensure that they best fit the evolution of the Group’s business. It is the responsibility of the Nomination Committee to regularly review the succession plan to ensure that, when seeking to recommend new members to the Board, due consideration to the diversity of its composition is given. Whilst gender and diversity of ethnicity are important considerations as we attempt to create a cognitively diverse Board, we also appoint on merit, skills and knowledge that complement our business model and key stakeholders.

The Board considers that each of the Directors brings a senior level of experience and judgement to bear on issues of operations, finance, strategy, performance and standards of conduct. The non-executive Directors have a wealth and breadth of experience gained through their directorships on the boards of other listed companies. New Directors receive an induction on their appointment to the Board which covers the activities of the Group and its key business and financial risks, the Terms of Reference of the Board, its Committees and the latest financial information about the Group. During the year Richard Longdon participated in a full induction as detailed in the Nomination Report.

The Board ensures that they keep their skills up-to-date, which includes (but is not limited to) roles and experience with other boards and organisations as well as formal training. They are made aware of accounting, governance and regulatory changes via papers and presentations to the Board. The Board seeks to ensure that their awareness of developments in corporate governance and the regulatory framework is current, as well as remaining knowledgeable of any industry-specific updates. Members of GBG’s Executive Team, the Company Secretary, GBG’s Nominated Advisor and Corporate Broker and other external advisors serve to strengthen this development by providing guidance and updates as required.

Liz Catchpole holds the position of Senior Independent Director (the ‘SID’) to support the Chair in his role; to act as an intermediary for other Non- Executive Directors when necessary and to give shareholders another channel of communication to the Board. All Directors are able to seek independent professional advice on the Group’s affairs, at the Group’s expense, though no Director did so this year.

The Board regularly reviews its own effectiveness and considers whether the Board comprises the appropriate skills to meet the needs of the business. The Chair is in regular contact with each member

of the Board to ensure that any concerns are identified and acted upon. The Board carries out an externally facilitated Board Effectiveness Review every three

years, this was last conducted in FY22 by Boardclic. The Board also conducts an internal review of its effectiveness during the intervening period. This year, we carried out an internal review of the GBG Board via Boardclic’s online questionnaire, further details of the process are included in the Nomination Report. Feedback from the evaluation of the GBG Board was positive, it highlighted a number of areas of focus for 2023. 

The Board embraces its role in setting the high standard for corporate culture at GBG which focuses on ensuring the delivery of long-term value to shareholders whilst stressing the vital importance of engaging effectively with relevant stakeholders.

All team members are expected to maintain an appropriate standard of conduct in all of their activities, and the Directors seek to set the tone for such behaviour through their own actions. To promote a common culture across the organisation, we have defined a clear purpose to “recruit and retain the best, most engaged and diverse team members, trusting each other to deliver together” in order to achieve our strategy to “build trust in a digital world”.

GBG has also established a robust compliance framework to regulate its activities in respect of business conduct, including: modern slavery, anti-bribery and corruption, data protection, whistleblowing, non-facilitation of tax evasion and closely monitors compliance with these. The Group has a Diversity and Inclusion Policy which the Board oversees adherence to. Through our new “Trust(ed)” programme, our leaders ensure that there is a culture of safe behaviour, by allowing an exchange of views in an open and honest environment.

More information on our culture can be found in our ESG Statement.

Our Board believes that good corporate governance is essential for building a successful and sustainable business in the long-term interests of all our stakeholders. The Board has a robust management framework, with clearly defined responsibilities, it sets the direction for the Group through a formal schedule of matters reserved.

There is a clear separation of the roles of Chief Executive Officer and Non-Executive Chairman:

  • The Chair is responsible for overseeing the running of the Board, making sure that no individual or group dominates the Board’s decision-making and seeing that Non-Executive Directors are properly briefed. The Chair is responsible for corporate governance overall and chairs the Nomination Committee
  • The Chief Executive Officer is responsible for implementing the strategy of the Board and managing day-to-day business activities
  • The Company Secretary is responsible for making sure the Board follows its procedures and complies with rules and regulations

We agree on a calendar of Board meetings and key matters for discussion at the beginning of each year. The Board holds 10 scheduled meetings a year with the caveat that should any urgent business arise, the Board would make themselves available for a meeting. Board papers are circulated securely via our board portal five business days before each meeting. This allows for sufficient reading time and any necessary clarifications ahead of the meeting. The Board meetings are a combination of virtual and in person meetings as we believe a ‘hybrid model’ has proven to be the most effective system going forward.

The Board is supported by the Audit & Risk, Remuneration, ESG and Nomination Committees with formally delegated duties and responsibilities. You can find the Terms of Reference for each here.

It is very important for us to have regular engagement with our various stakeholder groups. For our shareholders we communicate through regular announcements and update statements to the London Stock Exchange and through our website, particularly the investors section, where investors can register for emails about our future announcements. Shareholders are encouraged to arrange meetings with the Board should they wish to address any specific matters. We have a dedicated investor relations manager who can be contacted via

We communicate with our shareholders through the Annual Report and Accounts, trading updates, investor roadshows at the full and half year, the AGM and Capital Markets Events, as appropriate. The Company announces the result of the proxy votes cast for each resolution proposed at each general meeting of the Company immediately after such meeting, and a range of corporate information (including historical annual reports and notices of meetings, announcements, dividend information and presentations) is made available on the investor pages of the Company website. The Board receives regular updates on the views of shareholders through reports from its brokers and from Directors following shareholder engagement. Analyst notes are reviewed and discussions held with the Company’s brokers to maintain a broad understanding of varying investor views.

We work closely with our customers to understand the challenges they are experiencing and provide solutions that will help. Examples of the impact we have had through dedicated customer engagement can be found here.

For our people we run an engagement survey twice a year (the Q12 survey) to give all team members a voice and allow us to identify, listen and respond to any feedback that might affect engagement. Following the Q12 results, all senior managers and Executive Team members must champion action plans in each of their areas for any improvements that need to happen. More information on the results of this year’s Q12 surveys can be found on in our ESG Statement. In addition the Board and Executive Team communicates with team members regularly to keep them informed about how the business is performing through our global intranet platform ‘be/connected’. This platform also lets team members share news stories and access learning resources and general information about GBG. Chris Clark, CEO, also hosts bi-weekly virtual live business updates across the Group, ensuring that all team members are kept up to date with how the business is performing and any key changes they need to know about.

Team members also have the opportunity to ask the CEO any questions they may have. We believe this approach promotes transparency throughout the Group and encourages engagement which is echoed as part of the feedback we received from our recent Q12.