Since its introduction in 2018, GBG has adopted and observed the governance principles set out by the Quoted Companies Alliance (‘QCA’) Corporate Governance Code (the ‘QCA Code’). The Board believes that its adherence to the QCA Code has provided a strong foundation for delivering shareholder value. In November 2023, the QCA launched an updated corporate governance code (the 2023 Code). While maintaining the core 10 corporate governance principles, the 2023 Code has been revised to align with evolving investor expectations. These assessments have been detailed in this year’s Corporate Governance Statement.
GBG’s Statement of Compliance with the 2023 QCA Corporate Governance Code
The information contained below was last reviewed on 26 June 2025. Unless otherwise specified, references to the 'Annual Report' refer to the FY25 Annual Report and Accounts.
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 ‘enabling safe and rewarding digital lives for genuine people, everywhere”. Our strategy and business model are set out in the Strategic Report on pages 2 to 52 of the Annual Report.
The Chair and CEO work closely to ensure the strategic direction is strong and messages are communicated to and understood by shareholders. The Executive Directors, Dev Dhiman (CEO) and David Ward (CFO), are responsible for recommending the Group’s strategy to the Board, based on the interests of our shareholders, customers, team members and other stakeholders. The Board is fully involved in discussing and developing our strategy and business model with the Executive Directors before implementation. The Executive Directors are then responsible for putting the strategy 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. The Board held its annual Board Strategy event over two days in November 2024, covering its key priorities with a focus on long-term strategic growth.
GBG has a clear strategy to deliver profitable growth. Our financial operating framework delivers high levels of repeatable revenue, consistent operating margins, and a disciplined approach to capital allocation that supports a strong balance sheet. We believe that our business model enables us to continue to create long-term value for our shareholders, as demonstrated by the Directors recommendation of a final ordinary dividend of 4.40 per share, highlighting our focus on long-term strategic growth despite short-term share price volatility.
The Directors’ Report on pages 85 to 88 of the Annual Report contains further information on this financial year’s dividend. The total shareholder return graph is provided in the Remuneration Committee Report on page 75 of the Annual Report.
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.
GBG has an established compliance framework in place to regulate its activities in respect of business conduct. Board managed compliance policies include: artificial intelligence, modern slavery, anti-bribery and anti-corruption, fraud, data protection, whistleblowing, non-facilitation of tax evasion and Diversity and Inclusion. The Board assesses and monitors corporate culture by:
This year, we have also introduced Project Perform, the purpose of which is to empower our team members to excel through continuous growth with clear expectations set, in order to attain meaningful recognition they are expected to demonstrate full adherence to our core values and behaviours. All team members are expected to maintain an appropriate standard of conduct in all of their activities, and the Directors set the tone for such behaviour through their own actions. Our Code of Conduct, which underpins our commitment to professional and ethical standards, alongside the policies mentioned above, is reviewed annually by the Board. The Code of Conduct is accessible to team members via the company intranet and all team members are required to undertake a compulsory training module related to this policy.
More information about our culture can be found in our ESG Impact Report.
Communication with shareholders is given high priority by the Board. The Executive Directors 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.
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 provide regular updates to investors so they can be assured that the company is being managed responsibly. We 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.
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 notifications of future announcements. Shareholders are encouraged to arrange meetings with the Board should they wish to address any specific matters. We also communicate with our shareholders through the Annual Report, trading updates, investor roadshows at the full and half year, the Annual General Meeting (AGM) and Capital Markets Events, as appropriate. The Chair of each Committee attends the AGM and is otherwise available for questions via the email address publicised on the Company’s website.
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. A range of corporate information (including historical Annual Reports, 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.
Further detail on how we engage with our shareholders can be found within the Stakeholder Engagement section on pages 21 and 22 of the Annual Report and breakdown of Board activity on page 57.
The Executive Directors are primarily responsible for shareholder liaison, however, should you wish to contact any member of the Board you can email mail_investor@gbgplc.com to arrange this. In addition, you can contact GBG’s investor relations team. Details for the team can be found at: www.gbgplc.com/en/investors/resources/investor-contacts/
Understanding the views and issues raised by our stakeholders forms a key part of the Board’s decision-making process. The Company invests in and works consistently to develop and strengthen the relationships it has with all of its stakeholders, to understand their needs and requirements. The regular flow of information to the Board provides context and ensures that the Directors are made aware of the interests of our stakeholders and the key matters affecting them when Directors consider the Group’s strategy and take decisions.
To assist the Board, all papers requiring material decisions include clear explanation as to the expected impact on those stakeholders relevant to the decision, whether positive or negative. Examples of the ways in which stakeholder interests and views have influenced the Board’s decision-making during the year, alongside how we engage with each of our Key Stakeholder groups, can be found in our S.172 statement and within our Annual Report.
We are committed to fulfilling our wider stakeholder and environmental and social responsibilities. Our ESG Impact Report provides our shareholders and stakeholders with more insight into GBG’s impact, commitments and responsibilities. Recognising the importance of effective engagement with all stakeholders including team members, partners, customers, suppliers and shareholders. We have in place various policies, including our Code of Conduct, to guide our interactions. This year, we have adopted a new purpose which reflects our evolving and maturing approach to communicating our positive social impact “Enabling safe and rewarding digital lives for genuine people, everywhere.” Further detail on our updated purpose can be found in our ESG Impact Report.
Our values shape the way we build our business, interact with our community and develop responsible technology. Everything we do is underpinned by out three core values:
Read more about how our values further the progression of both positive social change and Sustainable Development Goals on page 6 of the ESG Impact Report.
It is very important for us to have regular engagement with our key stakeholder groups. How we engage with our shareholders is detailed in Principle 3. We work closely with our customers, to understand the challenges they are experiencing and provide solutions that will help. Throughout the year we conduct customer satisfaction meetings and surveys. For more detail on customer engagement please see our ESG Impact Report.
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, GBG’s leadership team 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 Impact Report on page 26. In addition, the Board and leadership team communicate 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. Throughout the year, the Executive Team hold events with team members such as the yearly kick off and regular town halls. This gives team members the opportunity to engage and interact, ask questions and give feedback.
The insights gathered from stakeholder feedback are regularly presented to the Board, informing strategic decisions, shaping our product roadmap, and enhancing customer interactions across the entire journey. By prioritising the evolving needs of our diverse customer base, we ensure that our customer experience initiatives remain aligned with stakeholder expectations and industry standards.
The Chair takes overall responsibility for ensuring that stakeholder engagement remains a priority, however all Directors have a responsibility in this regard, more details can be found in our S.172 statement.
The Board recognises its responsibility for determining the nature and extent of the principal risks the Group has to consider in order 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 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 pages 43 to 51 of the Annual Report.
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 provide regular updates on performance against the Budget and any updates to the forecast results, ensuring communication of vital information that may have an impact on forecast.
In FY25 the Audit & Risk Committee assessed the independence of the external auditors, PwC, and the Committee is satisfied that PwC are independent. The Committee has and will continue to assess the independence of the external auditor at least once a year through:
Climate risks are discussed periodically at ESG Committee meetings with various climate risks being identified and the likelihood and impact being discussed. Those risks identified as having a high likelihood and impact have been disclosed in the Non-Financial and Sustainability Information Statement on pages 30 to 35 of the Annual Report.
On appointment, each Non-Executive Director receives a letter of appointment setting out, among other things, their term of appointment, the expected time commitment for their duties to GBG and details of any Committee memberships. The Board has strong independent representation, a good balance of skills between the Executive and the Non-Executive Directors and a good balance of both gender and ethnicity. Non-Executive Directors are initially appointed for a three-year term, after which a review is undertaken to consider renewal of the term. All Directors are subject to annual re-election by shareholders. Detail on the Board's structure and composition can be found on page 57 of the Annual Report.
Executive Directors dedicate a full-time commitment to the Company. Non-Executive Directors allocate sufficient time to effectively discharge their responsibilities. For FY25 this included the preparation for, attendance at, and dealing with actions arising from all Board and Committee meetings. For a breakdown of Board and Committee attendance, see page 55 for the Annual Report. The Chair and Group Company Secretary keep Board processes under review to develop and formalise, including conducting detailed annual planning and agenda setting. This results in the Board and its Committees receiving high quality, accurate and timely information on a regular basis. The Board and its Committees are evaluated annually, in FY25 the evaluation was externally facilitated. Details of the Annual Board Evaluation can be found in the Nomination Committee Report on pages 77 to 82 of the Annual Report and Principle 8 below.
Michelle Senecal de Fonseca was appointed to the Board in May 2024 and to the position of the Remuneration and ESG Committee Chair in July 2024. The Nomination Committee oversaw her induction ensuring she had the information she needed to contribute effectively at Board and Committee meetings. More information on the induction process can be found on page 78 of the Annual Report.
For more detail on Board activity during the year, please see page 57 of the Annual Report.
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, as illustrated on page 56 of the Annual Report, 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 Chair:
The Board is supported by the Audit & Risk, Remuneration, ESG and Nomination Committees with formally delegated duties and responsibilities. For more information on the roles and responsibilities of the Board and its Committees, including each Committees Terms of Reference, please go to the Committee section of our website.
All Directors are professionally active. Each has demonstrated that they possess the appropriate skills, capabilities and experience for the roles they perform, including as members of the various Board Committees. The skills and experience of the Board are reviewed annually to ensure the ongoing effectiveness of the Board and that we have the right combination of skills and knowledge. This begins with an induction for all new Directors which is tailored to meet any specific requirements. All Directors have access to the Group Company Secretary and are provided with access to key policies and up to date Terms of Reference for each Committee.
From time-to-time the Board invites its professional advisors to Board meetings for legal and regulatory updates. Each Director can discuss any development needs with the Chair at any time. All Directors are encouraged to strengthen and refresh their knowledge by attending any workshops, seminars and courses relevant to their respective roles.
Information on the activities of the Nomination Committee in terms of reviewing Board structure, size and composition and Director Inductions is on pages 77 to 82 of the Annual Report.
The Board undertakes regular assessments of its effectiveness, ensuring alignment with the needs of the business. The Chair maintains ongoing communication with Board members to address any concerns. The Board carries out an externally facilitated Board Effectiveness Review every three years, this was last conducted in December 2024 by BoardClic. The Board also conducts an internal review of its effectiveness during the intervening period using an online questionnaire.
In FY25, the Board and its Committees completed an externally facilitated review of its effectiveness. The Board completed an online questionnaire in relation to six key aspects of Board performance, they also each attended one-to-one meetings with the external evaluator (Boardclic). Further information regarding this process, along with its outcomes and recommendations, can be found in the Nomination Report on pages 79 and 80 of the Annual Report.
The Nomination Committee continually develops succession plans in respect of the Board. Training and development plans are provided to senior and emerging leaders across the Group in order to continue to develop the pipeline of internal talent for the future. Further information regarding succession and talent development can be found in the Nomination Committee Report on pages 77 to 82 of the Annual Report.
The Board, supported by the Remuneration Committee, ensures that the remuneration policy and practices are designed to support strategy and promote long-term value creation. Executive remuneration is set in alignment with Company purpose and culture and is clearly linked to the successful delivery of the long-term strategy. Performance metrics are linked financial performance and strategic objectives including impact strategy.
Our remuneration policy if formulated to attract and retain high-calibre executives and motivate them to develop and implement our business strategy to optimise long-term value for our stakeholders. An annual review of our remuneration policy is completed with our advisors. This ensures that it is aligned with our growth ambitions as well as the current market and that is conforms to the best practice standard. More information on our remuneration policy can be found on pages 68 to 71 of the Annual Report.
In line with governance best practice, GBG has put its Directors’ Remuneration Report to advisory vote by shareholders each year at the AGM and will be doing so again this year. The Remuneration Committee are aware that the provisions of the 2023 Code recommend also putting the Remuneration Policy to shareholder vote, however, with the transition of Remuneration Committee Chair this will be an opportunity for Remuneration Policy to be thoroughly reviewed during the year, with a view to put it to shareholder vote at the 2026 AGM.
This Corporate Governance Statement clearly sets out how GBG communicates to shareholders and other relevant stakeholders about how the Company is governed. Shareholders are encouraged to arrange meetings with the Board should they wish to address any specific matters. We have a dedicated Head of Investor Relations who can be contacted via mail_investor@gbgplc.com.
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. Principle 3 details how the Company maintains an active dialogue with its shareholders through a planned programme of investor relations activity.
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 on page 21 of the Annual Report.
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, GBG’s leadership team must champion action plans in each of their business areas for any improvements that need to happen.
In addition, the Board and leadership 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. More information on the results of the FY25
Q12 surveys can be found in our ESG Impact Report.
AGM Voting results will be uploaded following the AGM can be found, alongside historical voting results.
Previous years’ Annual Reports and other relevant documents can be found here.
