Dotdigital’s purpose is to enable our customers to provide intelligent, meaningful and personalised marketing or other communications to their customers, prospects. audiences and other communities seamlessly. Our technology enables customers to enhance revenue, whilst driving operational efficiencies in doing so. This is achieved through Dotdigital’s AI powered platform, which gives marketers a single suite of products based upon real-time data to connect and communicate more effectively. We help our customers create and manage automated personalised communications and understand customer behaviour across multiple channels. The strategy and business operations of the Group are set out in the Strategic report on pages 2 to 31 of the Group's Annual Report 2025. The risk section of the Group’s Annual Report 2025 is on pages 22 to 26 and deals with the challenges the business faces and how these challenges are mitigated/addressed.
The Chief Executive is responsible for the leadership and day-to-day management of the Group. This includes formulating and recommending the Group’s strategy for Board approval and then executing the approved strategy. You can find a full description of the roles of the Board at dotdigitalgroup.com/about-us/board.
Our simple and transparent business model has consistently delivered value to our shareholders.
We are committed to acting ethically and with integrity in all our business relationships and with all our people. The Group wants the myriad of benefits of a diverse workforce and is committed to providing a working environment that is free from discrimination. The Group seeks to promote the principles of equality and diversity in all its dealings with employees, workers, job applicants, clients, customers, suppliers, contractors, agencies and the public.
Our people are the difference - hence we aim to hire, retain and train the best. We continue to encourage our unique and supportive culture, which we believe sets us apart from other companies both as a place to work and in the service we provide to our customers. Our comprehensive set of policies and procedures are regularly updated and communicated to employees to help us to be compliant with our ethical and cultural values.
As well as its formal employee policies and procedures, the Group’s various employee committees (as referred to within the ESG section of this Group’s Annual Report 2025 on pages 29 to 31 play a pivotal role in developing an engaged and energised workforce, whose values and behaviours align to those of the Group. These Committees are involved in activities both within the Group’s workforce and with external stakeholders, including select charities within the local communities in which we operate.
The Group’s policies (including Whistleblowing and Anti-bribery) set out its zero tolerance approach towards any form of discrimination or unethical behaviour relating to bribery, corruption, or business conduct. The Group’s Modern Slavery Act 2015 Statement is available on our website dotdigital.com/terms/modern-slavery-act-transparency-statement/
The Group seeks regular dialogue with both existing and potential new shareholders, either through the management team, investor relations or through the company analysts, ensuring its strategy, business model and performance are clearly understood as well as to understand the needs and expectations of shareholders.
The Chief Executive and Chief Finance Officer meet regularly with investors and analysts via investor roadshows and attend investor conferences to provide them with updates on the Group’s business and obtain feedback regarding the market’s expectations of the Group through the brokers, other advisors or direct feedback to the management team. The Non-Executive Directors and other members of the leadership team also meet with shareholders, albeit on a less routine and frequent cadence.
The Board invites communication from its private investors and encourages participation by them at the Annual General Meeting (AGM) and through webinars offered during the semi-annual roadshows. All Board members are present at the AGM and are available to answer questions from shareholders. Notice of the AGM is at least 21 clear days and the business of the meeting is conducted with separate resolutions, voted by proxy and with the result of the voting being clearly indicated throughout the meeting. The results of the AGM are subsequently published on the Group’s corporate website and are announced through a regulatory information service.
There is also a designated email address for Investor Relations, investorrelations@dotdigital.com, and all contact details are included on the Group’s website.
All Non-Executive Directors are available to shareholders where concerns have not been resolved through the normal channels of communication with the Board and for when such contact would be inappropriate.
The Board believes that they have successfully engaged with their shareholders in the past and will continue to do so going forward.
We recognise that we are responsible not only to our shareholders and employees, but to a wider group of stakeholders (including our customers and suppliers) and the communities in which we operate. The Group is committed to the highest standards of corporate social responsibility. The Group’s key relationships and stakeholder groups, identified by management, are:
• Employees
• Shareholders (both institutional and private)
• Customers
• Suppliers
Further details on the Group’s key resources and relationships and how it engages with and obtains feedback from these key stakeholder groups are detailed in our Section 172 Statement on page 28 of the Group’s Annual Report 2025. Responsibility for stakeholder engagement principally lies with the Executive Directors and other members of the management team, other than where remit has been specifically delegated to a Committee of the Board.
We are committed to meeting with customers to seek their regular feedback to ensure a high level of customer service and to improve our platform. We have various channels for customers and prospects to communicate with the Group, whether it be through the messaging channels or the customer success managers. The feedback is then reviewed on a regular basis by the senior management team of the Group.
The Group is mindful of its corporate social responsibilities and the need to build and maintain strong relationships across a range of stakeholder groups. As a Group, we regard this as a key principle in what we do. The Group has established Dotcommunity, which consists of employees across all departments and seniority levels to engage with stakeholders to help enrich communities. These policies and activities are described full in our ESG report, which can be found on page 29 to 31 of the Group’s Annual Report 2025.
The Group is fully committed to encouraging the ‘employee voice’ and acting on the feedback we receive. Whether by informal discussion or via our quarterly employee satisfaction survey, the opinions and feedback provided by our employees are vital to shaping the business. Our employees are at the heart of our business and we consistently strive to train and develop them for career progression.
The Board closely monitors the results of the Group’s Employee Engagement Survey to address where possible any concerns raised and ensure the alignment of interests between the Group and its employees. This alignment is vital to shaping the business.
The Group’s system of internal controls, identification of significant risks and reviewing its effectiveness are the responsibility of the Board. A considered approach to risk management is adopted, balancing certain levels of strategic risk in order to ensure that long term capital growth is achieved for shareholders. These systems are designed to mitigate the risk of failure to achieve the business objectives. These systems can only provide reasonable, but not absolute, assurance against material misstatement or loss.
A summary of the principal risks and uncertainties facing the Group, as well as mitigating actions, are set out on pages 22 to 26 of the Group’s Annual Report 2025.
There is an ongoing process for identifying, evaluating and managing the Group’s significant risks and this is regularly reviewed by the Operational Risk Committee and the Audit and Risk Committee. The Group also keeps an active risk register which is also formally reviewed by the Committees on a quarterly basis. This ongoing process ensures that the risks faced by the Group are maintained at an acceptable level, the process covers:
• The Board’s appetite to risk,
• The responsibility for internal control,
• The Board process for the review of processes and controls,
• Risk responsibility, mitigating actions and monitoring processes in place.
The internal control procedures are delegated to Executive Directors and senior management in the Group, operating within clearly defined terms set by the Operational Risk Committee. At least twice annually, the Board reviews the internal control procedures in light of the ongoing assessment of the Group’s significant risks, which is reviewed and updated by the Operational risk committee on a quarterly basis.
On a monthly basis, the management accounts, including a comprehensive financial report, are reviewed by the Board in order to provide effective monitoring of financial performance. Outside of the formal review cycles, where appropriate, any major control, risk, business or environment changes are discussed with the Board during monthly board meetings. These reviews also include any climate related risks and opportunities, details of which are further described in the Group’s ESG standards and reporting set out at pages 29 to 31 of the Group’s Annual Report 2025.
Financial and reporting risks are considered by the auditors and the Audit and Risk Committee. The Audit and Risk Committee has responsibility for the appointment and remuneration of the Group’s external auditors and satisfying itself that they maintain their independence regardless of any non-audit work performed by them. The Audit Committee monitors in particular non-audit work by the auditors of which there has been none during the financial year. Each year the Audit and Risk Committee reviews and satisfies itself as to the independence of the auditor, and in the financial year the Audit and Risk Committee obtained written confirmation from the auditor that:
• It has obtained confirmation of independence from all specialists and experts involved in the audit and complies with relevant ethical requirements including, as a minimum, the FRC’s Ethical Standard, and is independent of the Group;
• There were no non-audit services provided by the auditor to the Group during the period and up to the date of the confirmation; and
• It has not identified any other relationships or threats that may reasonably be thought to bear on the auditor’s objectivity and independence.
The Group is managed by a Board of directors chaired by John Conoley. The Board is responsible for taking all major strategic decisions and also addressing any significant operational matters. In addition, the Board reviews the risk profile along with the
Operational Risk Committee of the Group and ensures that an adequate system of internal control is in place. Management information systems are in place to enable the Board to make informed decisions to properly discharge their duties. A formal schedule of Matters Reserved for the Board was adopted as at the Board on 11 March 2025 and is reviewed at least annually.
The Board currently consists of two Executive Directors and three Independent Non-Executive Directors. The Non-Executives spend a minimum of two days a month on Dotdigital Group business matters. The Independent Non-Executive Directors are considered by the Board to be independent of management and free from any business or other relationship that could materially interfere with the exercise of their independent judgement in accordance with the QCA Code.
The Board believes it is appropriate to have a Senior Independent Non-Executive Director and Boris Huard currently fulfils this role. Boris is available to shareholders where concerns have not been resolved through the normal channels of communication with the Board and for when such contact would be inappropriate.
The Board has sufficient members to contain the appropriate balance of skills and experience to effectively operate and control the business. The Board, and more specifically the Nominations Committee are responsible for the composition of the board, including giving appropriate consideration to succession planning and diversity.
The roles of the Chairman and the Chief Executive are separate, with their roles and responsibilities clearly defined and set out in writing and these can be found on the corporate website. The Chairman’s main responsibility is the leadership and management of the Board and its governance. He meets regularly and separately with the Executive and Non-Executive Directors to discuss matters for the Board.
The Chief Executive is responsible for the leadership and day-to-day management of the Group. This includes formulating and recommending the Group’s strategy for Board approval and executing the approved strategy.
The Board aims to meet monthly and more frequently if necessary. In addition to this the Board attends an annual strategy meeting which also includes senior managers outside of the Board. The table below shows attendance at formal meetings for the period July 2024 to June 2025.
| Board | Audit & Risk Committee | Remuneration Committee | Nomination Committee | |||||
| Attended | Total | Attended | Total | Attended | Total | Attended | Total | |
| Executive directors | ||||||||
| Milan Patel | 11 | 11 | 3 | 4 | 2 | 2 | 1 | 1 |
| Alistair Gurney (1) | 8 | 11 | 3 | 4 | - | - | - | - |
| Tom Mullan (2) | 4 | 11 | 1 | 4 | - | - | - | - |
| Non executive directors | ||||||||
| Boris Huard | 11 | 11 | 4 | 4 | 2 | 2 | 1 | 1 |
| John Conoley | 11 | 11 | 2 | 4 | 2 | 2 | 1 | 1 |
| Elizabeth Richards | 11 | 11 | 4 | 4 | 2 | 2 | 1 | 1 |
(1) Resigned 30 April 2025
(2) Appointed 30 April 2025
The Board has a formal schedule of matters reserved for its attention, including approval of strategic plans and acquisitions and meets at least monthly.
The Board considers its current composition and overall size to be both appropriate and suitable with the adequate skills, experience and capabilities to make informed decisions, evaluate performance and constructively criticise strategy. The role of each member of the Board is clearly defined. The Chair is responsible for the operation of the Board. The Chief Executive Officer is responsible for proposing the strategic direction of the Board and implementing the strategy once approved. The Chief Financial Officer is responsible for all financial matters and, together with the CEO, engagement with shareholders.
The Board is supported by the Audit and Risk, Remuneration and Nomination Committees in discharging its responsibilities. Each of the Committees, has access to information and external advice, as necessary, to enable the Committee to fulfil its duties.
The composition of the board is reviewed annually by the Nomination Committee. The Board is fully committed to the appointment of the right skillsets that are required to grow shareholder value. All of the directors retire at the AGM, thereby providing shareholders with the ability to decide on the election of the Group’s Board. Their biographical details can be found on pages 32 to 33 of the Group’s Annual Report 2025.
The Board is represented by an appropriately diverse mix of individuals, given its size. Experiences are varied and contribute to maintaining a balanced board that has the appropriate level and range of skills. The Board is not dominated by any one individual and all Directors have the ability to challenge proposals put forward to the meeting and decisions are reached democratically.
The Nomination Committee, through a thorough evaluation of the skills, knowledge and experiences of a proposed new Director, makes recommendations to the Board who then make the final decision on the appointment of a new member.
Throughout the year, the Directors receive updates on corporate governance matters from either the Company Secretary or the Group’s nominated advisors.
To ensure that the Board continue to develop their skills and keep up to date with market developments, they have access to independent professional advice, which will be at the expense of the company. In addition, all members of the Board have access to the support and advice of the Company Secretary who, along with the Executive Directors, is responsible for the induction programme of new members.
Audit and Risk Committee terms of reference
Though regular meetings with all members of the Board, the Chairman continuously appraises the performance of each other Board member. The Group’s corporate objectives were agreed early in the year, and from these objectives, the terms of reference, matters reserved and authority matrix documents, the objectives of each Board member are clear.
The Nominations Committee is responsible for formal Board evaluation. The Committee has previously carried out formal Board performance evaluations including the circulation of questionnaires to each Board member to assess whether the composition, capabilities, performance and operating structure of the Board remains appropriate and effective. The learnings from this process have been discussed by the Board and been addressed. The Committee’s intention has been to continue to conduct an internal evaluation on an annual basis, with the same process being repeated for each of the Committees of the Board as normal. This internal evaluation has been completed and findings along with the recommendations have been discussed with the Board and where necessary been implemented.
The Remuneration Committee has responsibility for the oversight and implementation of an effective remuneration policy for the Group. The Remuneration Committee reports are set out in detail at pages 39 to 43 of the Group’s Annual Report 2025.
The Committee receives independent advice from FIT Remuneration Consultants LLP when required.
The Remuneration Committee believes that the remuneration arrangements are in the best interests of the Group and are appropriately aligned to strategic goals and the long term creation of shareholder value. The Remuneration policy is designed to remunerate the Executive Directors competitively and appropriately and allows them to share in this success and the value delivered to shareholders. The policy is based on the following principles:
• promote shareholder value creation and support the business growth strategy;
• ensure that the interests of the Directors are aligned with the long-term interests of shareholders;
• deliver a competitive level of pay for the Directors sufficient to attract, retain and motivate individuals; and
• ensure that an appropriate proportion of the package is determined by targets linked to the Group’s performance.
The Group is committed to open communication with all its shareholders, achieving this through:
• the Annual Report and Accounts;
• the Interim Report and Accounts;
• Regulatory News Service (“RNS”) announcements;
• the Annual General Meeting (“AGM”);
• one-to-one meetings with large existing or potential new shareholders;
• group meetings, presentations and events through the broker and advisor network focussed on generation new institutional shareholders; d
• ongoing engagement with the investor press and other news distribution outlets focussed on private and retail investors
The Group’s website www.dotdigitalgroup.com is regularly updated and users can register to be alerted via email when announcements or details of presentations and events are posted on the website. Annual Reports and notices of meetings for at least the last five years can be found on the Group’s website.
As outlined in principle 3, There is also a designated email address for Investor Relations, investorrelations@dotdigital.com, and all contact details are included on the Group’s website.
Details of specific issues and challenges arising during the year, and how they have been addressed and communicated by the Board with shareholders and other key stakeholders are set out in the Section 172 Statement at page 28 of the Group’s Annual Report. No material changes to the Board structure or process were made during the year.
For each AGM, the Group publishes detailed results of voting on each resolution, included votes for and against, noting that no significant proportion of votes have been cast against any resolution.