dotDigital Group PLC

Corporate governance

Whilst no corporate governance code has been formal adopted,  the Company is developing appropriate measures to comply with the Combined Code on Corporate Governance published by the Financial Reporting Council in so far as it is practicable and appropriate for  dotDigital Group PLC having regard to the size of the Company. In the first instance, because of the size of the Company, the board of Directors as a whole will address risk management issues and Milan Patel will be responsible for the financial and accounting affairs of the Company, together with the members of the Audit Committee. As the Company grows the board of Directors will further develop policies and procedures to reflect the principles of good governance and the Combined Code.

Board of Directors

The Board meets regularly and is responsible for strategy, performance, approval of major capital projects and the framework of internal controls. The Board has a formal schedule of matters specifically reserved to it for decision. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.

Audit Committee and Remuneration Committee

The Audit Committee comprises Frank Beechinor-Collins and is chaired by Richard Kellett-Clarke. The Audit Committee is responsible for ensuring that the financial performance, position and prospects of the Company are properly monitored and reported on and for meeting the auditors and reviewing their reports relating to accounts and internal controls.

The Remuneration Committee comprises Frank Beechinor-Collins and is chaired by Richard Kellett-Clarke. The Remuneration Committee reviews the performance of executive Directors and sets their remuneration, determines the payment of bonuses to executive Directors and considers the future allocation of share options to Directors and employees so as to demonstrate to the Shareholders that the remuneration of the executive Directors and employees of the Company is set by a board committee whose members have no personal interest in the outcome of the committee’s decision and who will have appropriate regard to the interests of the Shareholders.