Shareholder Information

The Company’s issued share capital consists of 97,888,228 ordinary shares with a nominal value of 1 penny each (“Ordinary Shares”), each share having equal voting rights.

The Company does not hold any Ordinary Shares in treasury and therefore the total number of Ordinary Shares with voting rights is 97,888,228.

As of 30th September 2024 the Company had been made aware of the following shareholdings amounting to 3% or more of the ordinary share capital of the Company:

Shareholder	No. of Ordinary Shares	% Issued Share Capital
Dr. Stuart A. Green*	11,754,472	12.01
Herald Investment Management Ltd	9,681,978	9.89
Canaccord Genuity Group Inc.	7,802,939	7.97
Stonehage Fleming Investment Management Ltd	4,906,739	5.01
Liontrust Asset Manegement	3,843,425	3.93

In accordance with the AIM Rules (Rule 26), in so far as the Company is aware, as of 30th September 2024, the percentage of the Company’s issued share capital that is not in public hands is 12.51%.

*Total shareholding excludes shares held in the ZOO Digital Group Share Incentive Plan (SIP)

The directors who held office at 30th September 2024 have the following beneficial interests, including family interests, in the 1p ordinary shares of ZOO Digital Group plc:

Name of Director	No. of Ordinary Shares
Gillian Wilmot	194,422
Mickey Kalifa	50,000
Dr. Stuart A. Green	11,755,472
Phillip Blundell	80,000
Gordon Doran	156,033

Total beneficial interest includes shares held in the ZOO Digital Group Share Incentive Plan (SIP).

The Company’s issued share capital consists of 97,888,228 ordinary shares with a nominal value of 1 penny each (“Ordinary Shares”), each share having equal voting rights.

 

All members of the board believe strongly in the value and importance of good corporate governance and in our accountability to all of ZOO’s stakeholders, including shareholders, staff, clients, our growing network of freelance workers and other suppliers. In the statement below, we explain our approach to governance and how the board and its committees operate.

The corporate governance framework which the group operates, including board leadership and effectiveness, board remuneration, and internal control is based upon practices which the board believes are proportional to the size, risks, complexity and operations of the business and is reflective of the group’s values. Of the two widely recognised formal codes, we decided in 2018 to adhere to the Quoted Company Alliance’s (“QCA”) Corporate Governance Code for Small and Mid-Size Quoted Companies (revised in April 2018 to meet the current requirements of AIM Rule 26).

The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each. The board considers that it does not depart from any of the principles of the QCA Code.

 

Board Composition and Compliance

The QCA Code requires that the boards of AIM companies have an appropriate balance between executive and non-executive directors of which at least two should be independent. The Chair of the Remuneration Committee is Natalie Schwarz and the Chair of the Audit Committee is Mickey Kalifa.

As well as The Chairman we have two independent non-executive directors.

 

Board Evaluation

For many years we have supported the QCA Code’s principle to review regularly the effectiveness of the board’s performance as a unit, as well as that of its committees and individual directors. The most recent review was in February 2024. A number of refinements in working practices were identified as a result of this exercise and have since been adopted. We will be considering the use of external facilitators in future board evaluations.

 

Shareholder Engagement

We have made significant efforts to ensure effective engagement with both institutional and private shareholders. In addition to the usual roadshows following the release of full year and interim results, each of which was expanded to include a greater number of existing and potential new investors, we have actively promoted our AGM as a forum to present to and meet with investors, and presented at a virtual investor conference. The company has also continued to distribute a quarterly shareholder newsletter to which investors can subscribe via email, providing an easy to access source of information on operational activities taking place within the group.

The board has continued to commission Progressive Equity Research to produce and provide both institutional and private investors with independent research on the group.

The board has ultimate responsibility for reviewing and approving the Annual Report and Accounts and it has considered and endorsed the arrangements for their preparation, under the guidance of its Audit Committee. The Directors confirm the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the group’s position and performance, business model and strategy.

The following paragraphs set out ZOO’s compliance with the 10 principles of the QCA Code.

 

Establish a strategy and business model which promote long-term value for shareholders

The purpose of the group is encapsulated in the expression of its mission, which is to make life easier for the people who entertain the world. Our business model is to provide media localisation and media services to content owners and distributors. Our strategy is to deliver these through a combination of proprietary software technology that acts as a competitive differentiator, and a large global network of linguistic professionals engaged on a freelance basis. We believe this will deliver a profitable and highly valued business with competitive advantages over other providers of similar services, leading to faster turn-around of projects, to a consistently high quality at an attractive price point. The key challenges we face include:

• Maintaining consistently high levels of quality – very high standards are now expected by the digital distributors who influence much of the localisation that is commissioned by industry players. We have implemented automated testing wherever possible, and our system-driven workflow management ensures that manual linguistic quality control is engaged as necessary. In the case of dubbing operations, we have developed software to analyse the acoustic performance of recording environments to ensure they meet minimum specifications.
• Ensuring security of client assets – the safekeeping of materials is of paramount importance. Our production facilities in Sheffield, London, Los Angeles, Dubai and Mumbai are audited for security annually by the Trusted Partner Network. Features to prevent the copying of assets and provide effective deterrents are implemented throughout our proprietary software and systems. During the period we enhanced features within our software that provide a high level of deterrent for copyright theft.
• Delivering continuous availability – a failure in the group’s systems could lead to an inability to deliver services. This is addressed by operating redundant systems across multiple availability zones, a comprehensive disaster recovery programme and assigning staff from multiple facilities on each project. During the period the group operated a hybrid working model allowing staff to work from home and deliver uninterrupted service and maintain the same high standards of quality and security, as well as attending the office when required, without any interruption in productivity.
• Operating a large freelancer network – the group’s capacity for processing orders is dependent, in part, on the network of freelance workers. The cloud software is enhanced on an ongoing basis to make the group’s systems increasingly attractive to freelance workers. Financial processes are designed to ensure that all freelancers are paid on time. A process of peer review is implemented in the group’s production systems to ensure that all work undertaken by freelancers is independently checked and verified and its quality is assured.
• Recruiting and retaining suitable staff – the group’s ability to execute its strategy is dependent on the skills and abilities of its staff. We undertake ongoing initiatives to foster good staff engagement and ensure that remuneration packages are competitive in the market. We have adopted hybrid working as a permanent practice across the group which aids efficiency and staff retention.

We believe we have the right strategy and service in place to deliver strong growth in sales over the medium to long term. We expect the gross profit of our localisation revenue stream to improve in future periods as our dubbing service and software mature, which will result in improving EBITDA margins or provide us with scope for additional investment in new services. This will enable us to deliver sustainable shareholder value.

 

Seek to understand and meet shareholder needs and expectations

Responsibility for investor relations rests with the CEO, supported by the CFO. During the period under review the following activities were pursued to develop a good understanding of the needs and expectations of all constituents of the group’s shareholder base:

Date	Description	Participants	Comments
Apr 23	Ad hoc institutional investor calls	SG, PB	Several ad hoc calls requested by institutional shareholders and nonholders following pre-close trading update
Apr 23	Deal roadshow for share placing	SG, PB	Multiple UK, Europe, and US investor meetings to market a share placing completed in May 23 (Project Vivid)
Apr 23	Calls with equities research analysts	SG, PB	Provided updates to equities analysts following announcement of Project Vivid
May 23	Media calls	SG, PB	Calls with investment media following announcement of Project Vivid
May 23	Ad hoc institutional investor calls	SG, PB	Several ad hoc calls requested by institutional shareholders and nonholders following announcement of Project Vivid
May 23	Participation in Liberum “Meet the CEO” lunch	SG	Attendance of a Liberum hosted event for engagement with several institutional investors
May 23	Calls with equities research analysts	SG, PB	Provided updates to equities analysts following pre-close trading update
May 23	Investor newsletter	–	Investor e-newsletter including CEO video distributed to subscribers
Jun 23	Participation in Berenberg Discovery Conference	SG, PB	Presented to several institutional investors at a UK conference organised by Berenberg
Jun 23	Ad hoc institutional investor calls	SG, PB	Several ad hoc calls requested by institutional shareholders and nonholders
Jun 23	Attendance of UK Small Cap Awards	SG	Met with several institutional investors informally at a dinner and awards ceremony
Jul 23	Investor calls following trading update	SG, PB	Institutional investors, analysts, and PCBs via Zoom calls scheduled proactively to follow release of a trading update
Jul 23	Ad hoc institutional investor calls	SG, PB	Several ad hoc calls requested by institutional shareholders and nonholders following trading update
Jul 23	Media interview	SG	Call with the Wall Street Journal in relation to a thematic article
Jul 23	Fireside chat	GD, SG	Two live streamed events featuring Gordon Doran in a fireside chat with a Singer Capital Markets analyst; recording made available to investors
Aug 23	Ad hoc institutional investor calls	SG, PB	Several ad hoc calls requested by institutional shareholders and nonholders following trading update
Aug 23	Preliminary results roadshow and media meetings	SG, PB	Institutional investors, analysts, and PCBs via in-person meetings and Zoom calls
Aug 23	Retail investor meeting	SG, PB	Open invitation to retail investors; virtual presentation and Q&A; recording made and published via website
Aug 23	Media interview	SG	Call with Investors Chronicle
Aug 23	Investor newsletter	–	Investor e-newsletter including CEO video distributed to subscribers
Sep 23	AGM and trading update	SG, PB, GD, GW, MK, NS	Encouraged all shareholders and prospective investors to attend a meeting held in London; event made available on website
Sep 23	Ad hoc institutional investor meetings	SG, PB	Several ad hoc meetings and Zoom calls requested by institutional holders and non-holders in UK and US
Oct 23	Attendance of UK Tech Awards	SG	Met with several institutional investors informally at a dinner and awards ceremony
Nov 23	Presentation at Hargreave Hale VCT AGM	SG	Presented on the topic of AI at this event
Nov 23	Interim results roadshow and media meetings	SG, PB	Institutional investors, analysts, and PCBs via in-person meetings and Zoom calls
Nov 23	Retail investor meeting	SG, PB	Open invitation to retail investors; virtual presentation and Q&A; recording made and published via website
Dec 23	Interim results roadshow and media meetings (continued)	SG, PB	Institutional investors, analysts, and PCBs via in-person meetings and Zoom calls
Dec 23	Ad hoc institutional investor meetings	SG, PB	Calls with institutional shareholders and non-holders in UK and US
Dec 23	Investor newsletter	–	Investor e-newsletter distributed to subscribers including video
Jan 24	Investor calls following trading update	SG, PB	Institutional investors, analysts, and PCBs via Zoom calls scheduled proactively
Jan 24	Ad hoc institutional investor calls	SG, PB	Several ad hoc calls requested by institutional shareholders and nonholders following trading update
Feb 24	Ad hoc institutional investor calls	SG, PB	Several ad hoc calls requested by institutional shareholders and nonholders
Feb 24	Investor newsletter	–	Investor e-newsletter distributed to subscribers
Mar 24	Ad hoc institutional investor calls	SG, PB	Several ad hoc calls requested by institutional shareholders and nonholders
Mar 24	Media interview	SG	Call with Small Company Share Watch

Key: GW: Gillian Wilmot; SG: Stuart Green; PB: Phillip Blundell; GD: Gordon Doran; MK: Mickey Kalifa; NS: Nathalie Schwarz.

The group is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. We communicate with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting (AGM), and we encourage shareholders’ participation in virtual meetings. A range of corporate information (including all ZOO announcements) is also available to shareholders, investors and the public on our website.

Private shareholders: The AGM is the principal forum for dialogue with private shareholders, and we encourage all shareholders to attend and participate through RNS announcements and a quarterly newsletter. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. The chairs of the board and all committees, together with all other directors whenever possible, attend the AGM and are available to answer questions raised by shareholders. Shareholders vote on each resolution, by way of a poll. For each resolution we announce the number of votes received for, against and withheld and subsequently publish them on our website.

Institutional shareholders: The directors actively seek to build a mutual understanding of objectives with institutional shareholders. Our CEO and CFO make presentations to institutional shareholders and analysts immediately following the release of the full-year and half-year results. We communicate with institutional investors frequently through a combination of formal meetings, participation at investor conferences, roadshows and informal briefings with management. The majority of meetings with shareholders and potential investors are arranged by the broking team within the group’s Nominated Advisor. Following meetings, the broker provides anonymised feedback to the board from all fund managers met, from which sentiments, expectations and intentions may be gleaned.

In addition, we review analysts’ notes to achieve a wide understanding of investors’ views. This information is considered by the board and has contributed to the preparation of the group’s Investor Relations strategy which was revised and approved in May 2024.

 

Take into account wider stakeholder and social responsibilities and their implications for long-term success

Stakeholder	Reason for Engagement	How We Engage
Staff	Our ability to fulfil client services and develop and enhance the cloud software platforms on which they depend relies on having talented and motivated staff. Good two-way communication with staff is a key requirement for high levels of engagement, fostering a culture of innovation.	Monthly staff briefings delivered to all locations by webcast. Invitation to staff to ask questions of management that are answered in the briefings. Operation of an employee communications platform to provide ad hoc news, industry developments, and other information to all staff in an accessible way. Annual engagement survey providing insights that have led to enhancement of management practices and staff incentives.
Clients	Our success and competitive advantage are dependent upon fulfilling client requirements, particularly in relation to quality of service, its speed of delivery, and security. Understanding current and emerging requirements of clients enables us to develop new and enhanced services, together with software to support the fulfilment of those services.	Seek feedback on services and software systems. Obtain fulfilment metrics employed by clients to measure performance. Obtain requests for new services and service enhancements. These have led to the group securing approved vendor status with several large media organisations.
Suppliers	A key supplier group is our network of freelancers who fulfil linguistic services. Freelance workers provide similar services to other organisations, including our competitors, so we must ensure they are available to us and are accommodating.	Optimise systems to simplify the work of freelancers, including project administration. Operate systems to ensure supplier invoices are processed and paid promptly. These actions have led to a large, growing, and supportive freelancer network.
Shareholders	As a public company, we must provide transparent, easy-to-understand, and balanced information to ensure support and confidence. Meeting regulatory requirements and understanding shareholder sentiments on the business, its prospects, and performance of management.	Regulatory news releases. Updating the investor relations section of the website. Quarterly investor newsletters. Participation at investor events. Publishing videos of investor presentations and interviews. Annual and half-year reports and presentations. AGM. Engagement over the past 12 months has led to shareholder support for the group.
Industry bodies	The services we provide must meet certain requirements. The views of industry groups, including the Motion Picture Association of America (MPAA), the Trusted Partner Network (TPN), and the Entertainment Globalisation Association (EGA), are influential in the way the group is perceived by certain clients.	Membership of MPAA, MESA, EGA, DPP, and TPN and participation in security programs. Annual audit of security. These activities have resulted in audit reports that have led to certain clients commencing engagement.
Communities	What we do impacts communities in the places where we operate and elsewhere. It is important to be, and to be perceived as, a reputable business that makes a positive contribution to local economies and is attractive as an employer and partner.	Multiple activities to support fundraising for local charities and good causes. Operation of ZOOgooders programme, providing all staff with two paid days per year to work for a charity of their choice. Participation in apprenticeship and other schemes to support and provide opportunities to young people. One director is a trustee of a registered charity. These efforts have led to a favourable profile for the group in the local areas of its major operations.

 

Corporate social responsibility

The Company strives to ensure that its business activities positively benefit all stakeholders by committing to conduct its business in a fair and responsible manner, to treat its employees fairly, supporting personal growth and development, and to have a positive impact in its local community. We strongly value our customers and seek to deliver a world-class product backed by class-leading customer service and support. The Company routinely seeks customer feedback and performance appraisal inputs and takes active steps to remedy any instances of customer dissatisfaction. Key customers are also routinely invited to provide product improvement inputs, and in some cases to test key features or functionality prior to general release. The Company has agreed rate cards with its major customers to provide a fair and transparent pricing structure so that customers can be confident that the Company’s services are cost effective. The key themes of our Environment, Social and Governance strategy are to grow globally in a smarter, easier and better way ensuring we scale up responsibly.

 

Embed effective risk management, considering both opportunities and threats, throughout the organisation

The CFO has prepared a risk register for the group that identifies key risks in the areas of corporate strategy, financial, clients, staff, environmental and the investment community. All members of the board are provided with a copy of the register. The register is reviewed periodically and is updated as and when necessary.

Within the scope of the annual audit, specific financial risks are evaluated in detail, including in relation to foreign currency, interest rates, liquidity and credit.

Staff are reminded on a monthly basis to report, anonymously or otherwise, any security risks or threat they perceive in the operations of the business. On receipt of any such notification, a security incident team is mobilised to assess and take remedial action as appropriate in the circumstance.

Staff are reminded on a monthly basis that they should seek approval from the CFO if they, or their families, plan to trade in the group’s equities.

 

Maintain the board as a well-functioning, balanced team led by the chair

The members of the board have a collective responsibility and legal obligation to promote the interests of the group and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

The board consists of five directors of which three are executive and two are independent non-executives. The board is supported by two committees: audit and remuneration. The board does not consider that it is of a size at present to require a separate nominations committee, and all members of the board are involved in the appointment of new directors. The board intends to appoint additional non-executive directors as its business expands.

Non-executive directors are required to attend 10-12 board and board Committee meetings per year and to be available at other times as required for video and telephone meetings with the executive team and investors.

Meetings held during the period under review and the attendance of directors is summarised below:

	Board Meetings		Audit Committee		Remuneration Committee
	Possible	Attended	Possible	Attended	Possible	Attended
Executive Directors
Dr. Stuart Green	11	11	–	–	2	2
Gordon Doran	11	11	–	–	–	–
Phillip Blundell	11	11	2	2	–	–
Non-executive Directors
Gillian Wilmot	11	11	2	2	2	2
Mickey Kalifa	11	10	2	2	2	2
Nathalie Schwarz	11	11	2	2	2	2

In addition to the formal Board meeting in the January to March period the Board introduced weekly catch up calls to monitor the turnaround plan.

The board has a schedule of regular business, financial and operational matters, and each board Committee has compiled a schedule of work to ensure that all areas for which the board has responsibility are addressed and reviewed during the course of the year. The Chairman is responsible for ensuring that, to inform decision-making, directors receive accurate, sufficient and timely information. The Company Secretary compiles the board and Committee papers which are circulated to directors prior to meetings. The Company Secretary provides minutes of each meeting and every director is aware of the right to have any concerns recorded in the minutes and to seek independent advice at the group’s expense where appropriate.

 

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

All six members of the board bring relevant sector experience in media and technology, all have at least nine years of public markets experience and two members are chartered accountants. The board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its strategy. Directors attend seminars and other regulatory and trade events to ensure that their knowledge remains current.

 

Gillian Wilmot CBE, Independent Chairman

Term of Office: Appointed as Chairman effective 1 July 2019; Chair of the Remuneration Committee until Summer 2022 and a member of the Audit Committee.

Background and Suitability for the Role: Gillian has held extensive board-level leadership roles in both private and public company environments, bringing a wealth of relevant industry experience across B2B, technology, and communication sectors. As Chairman of Xpediator plc, she successfully completed the delisting and sale to Baltcap in 2022/2023. She advised the UK Government on the Industrial Development Advisory Board (IDAB) for 9 years, until 2021. Gillian was recognised in the 2014 UK NED awards and was awarded a CBE in January 2023 for her contributions to business, entrepreneurship, and the prevention of problem gambling. She brings strong governance experience, particularly in public markets and growth companies.

Current External Appointments: Non-Executive Chairman of Brighter Beauty Group, Non-Executive Chairman of JISP.com trading as Bubbles Online Services Ltd., Director of Board Mentoring Ltd.

Time commitment: Two to three days per month.

Mickey Kalifa, Independent Non-Executive Director

Term of Office: Joined as Non-Executive Director on 5 October 2017; Chair of the Audit Committee and member of the Remuneration Committee.

Background and Suitability for the Role: Mickey is a Chartered Accountant and finance professional with nearly 30 years of experience across the technology, media, and gaming sectors. He was appointed CFO of digital agency Dept in January 2022, having previously served as CFO at M&C Saatchi plc, an LSE-listed business, since March 2019. Prior to that, he was CEO of the betPawa Group and CFO of Sportech plc, where he significantly strengthened the company’s financial position and contributed to its global expansion. Mickey’s background combines financial expertise, public market knowledge, and extensive sector experience, gained from working with some of the world’s largest media and technology companies, including Liberty Global, BSkyB PLC, Time Warner, Disney, and Young & Rubicam.

Current External Appointments: CFO of Dept Holding B.V.

Time Commitment: One to two days per month.

Nathalie Schwarz, Independent Non-Executive Director

Term of Office: Joined as Non-Executive Director on 13 January 2022; Chair of the Remuneration Committee from Summer 2022 and member of the Audit Committee.

Background and Suitability for the Role: Nathalie brings 20 years of board-level international experience in both publicly listed and privately owned companies. She has particular expertise in the media and digital technology sector, with a career spanning broadcasting (television and radio), mobile and digital interactive platforms, and information/data services. Her roles have included serving as Group Commercial and Development Director at Channel 4 Television Corporation, where she oversaw the negotiation of its commercial partnership with UKTV, and as Group Strategy and Development Director at Capital Radio plc, where she guided the company through an £800 million merger to form the largest commercial radio analogue and digital group. A qualified corporate finance lawyer, Nathalie began her career at Clifford Chance, a leading global law firm, and has since held roles as Chair of Boards, Remuneration Committees, and Nominations Committees. Her non-executive experience includes positions with Wilmington plc, Matomy Media plc, BigHand, Optionis, and Amiad Water Systems plc.

Current External Appointments: Vice Chair of the International Trade Association for the Broadcast and Media Industry (IABM).

Time Commitment: One to two days per month.

Dr. Stuart Green, CEO

Term of Office: A co-founder since the group’s inception in 2001, originally serving as CTO, and appointed CEO on 1 February 2006.

Background and Suitability for the Role: Stuart brings over 30 years of experience in team building and executive management in the software industry. He established ZOO’s business strategy and market differentiation by leveraging software technology for disruptive innovation. Holding a PhD in Computer Science, he offers deep expertise in software technology and a proven track record of innovation, with over 30 software patents to his name. Stuart has also led multiple technology businesses, co-founding and selling three private software companies, and has substantial capital markets experience, serving as a main board director of AIM-quoted companies for 24 years.

Current External Appointments: Trustee of Sheffield Chamber Orchestra.

Time Commitment: Full time.

 

Phillip Blundell, CFO

Term of Office: Appointed as Chief Financial Officer in July 2018.

Background and Suitability for the Role: Phill has extensive experience with AIM-listed businesses, having served as an Executive Director for Dot Digital Group plc, Eagle Eye Solutions Group plc, and Intelligent Environments Group plc. Over his 21 years working with AIM-listed businesses, he has successfully floated one company and raised substantial funds to support the growth strategies of these organisations. A qualified Chartered Accountant since 1987 with 31 years of experience in the software and media industries, Phill brings a combination of financial expertise and sector knowledge. He has served as CFO and Company Secretary for AIM-listed businesses for 23 years, contributing strong corporate governance experience.

Current External Appointments: Flamefinch Partners.

Time Commitment: Full time.

 

Gordon Doran, Chief Commercial Officer

Term of Office: Originally engaged as a commercial consultant in 2005 to establish the group’s US operations; appointed Commercial Director on 28 July 2009.

Background and Suitability for the Role: Gordon has dedicated his career to commercial roles within technology businesses in the UK and USA. As Chief Commercial Officer and President of ZOO’s US operations, he is responsible for all global operations and has been instrumental in forming relationships with numerous large US entertainment companies, including the ‘big six’ Hollywood studios. Based on the West Coast of the USA, Gordon brings significant experience in sales and marketing within the software industry since the early 1990s. His previous roles include COO at Mediostream Inc., and he possesses capital markets experience as a main board director for 13 years.

Current External Appointments: None.

Time Commitment: Full time.

 

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

A board evaluation process led by the Chairman took place in June 2023. All directors began by completing questionnaires about the effectiveness of the board and a self-assessment of their own contributions which were returned to the Chairman. The Chairman then reviewed this information and used it as the basis for an individual discussion with each director, followed by a collective discussion with the board. The review considers effectiveness in several areas including general supervision and oversight, business risks and trends, succession and related matters, communications, ethics and compliance, corporate governance and individual contribution. Several refinements in working practices were identified as a result of this exercise and are in the process of being adopted. We will be considering the use of external facilitators in future board evaluations. As the business expands, the executive directors will be challenged to identify potential internal candidates who could occupy board positions and set out development plans for these individuals.

 

Promote a corporate culture that is based on ethical values and behaviours

Our long-term growth is underpinned by our core values which reflect our core brand proposition to make globalising media content smarter, easier and better:

• Think Smarter
  • Inspiration everywhere: We’re always open
to learning. From our colleagues, from our customers, even from our suppliers. When we work together and share ideas, we share success.
  • There is no box: When you look at things differently, you’ll find new and creative ways to take on any challenge.
• Make it easier
  • We are family: Everyone is heard, everyone is valued. We challenge each other, but it’s done with love and respect.
  • Be the customer: We put ourselves in our customers’ shoes to anticipate their future needs and blow their minds.
• Be better
  • Daydream believers: Think big and be bold. See a way to change something for the better and then believe you can make it happen. Remember… disruption favours the brave!
  • There’s always a way: Never underestimate the power of determination. From dreaming up new tech to just good old-fashioned graft. We’ll get the job done.

The culture of the group is characterised by these values which are conveyed regularly to staff through internal communications, in monthly staff briefings and forums. A staff recognition programme operates on an on-going basis by which any employee can nominate any of his/her colleagues for a contribution that is in-keeping with the core values. All nominees are recognised at company-wide staff briefings that in FY24 took place by webinar, presented by executive directors and senior managers. The core values are communicated to prospective employees in the group’s recruitment programmes and are considered as part of the selection process. The board believes that a culture that is based on its core values is a competitive advantage and consistent with fulfilment of the group’s mission and execution of its strategy. The culture is monitored through the use of a widely used satisfaction and engagement survey that is operated on an annual basis and to which all permanent staff are invited to contribute. The board reviews the findings of the survey and determines whether any action is required.

 

Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The Board provides strategic leadership for the group and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values, and practices that operate throughout the business, and defining the strategic goals that the group implements in its business plans. The board defines a series of matters reserved for its decision and has approved terms of reference for its Audit and Remuneration Committees to which certain responsibilities are delegated. The chair of each committee reports to the board on the activities of that committee.

The Audit Committee monitors the integrity of financial statements, oversees risk management and control, monitors the effectiveness of the internal audit function, and reviews external auditor independence.

The Remuneration Committee sets and reviews the compensation of executive directors, including the setting of targets and performance frameworks for cash- and share-based awards.

The Executive Board, consisting of the Executive Directors, the US-based Chief Operations Officer, and the CTO, operates as a management committee, chaired by the CEO, which reviews operational matters and performance of the business, and is responsible for significant management decisions while delegating other operational matters to individual managers within the business.

The Chairman has overall responsibility for corporate governance and promoting high standards throughout the group. She leads and chairs the board, ensuring that committees are properly structured and operate with appropriate terms of reference, ensures regular reviews of the performance of individual directors, the board, and its committees, leads in strategy development and setting objectives, and oversees communication between the group and its shareholders.

The CEO provides coherent leadership and management of the group, leads the development of objectives, strategies, and performance standards as agreed by the board, monitors, reviews, and manages key risks and strategies with the board, ensures that the assets of the group are maintained and safeguarded, leads investor relations activities to maintain communication and the group’s standing with shareholders and financial institutions, and ensures that the board is aware of employees’ views and opinions on relevant matters.

The Executive Directors are responsible for implementing and delivering the strategy and operational decisions agreed by the board, making operational and financial decisions required in the day-to-day operation of the group, providing executive leadership to managers, championing the group’s core values, and promoting talent management.

The Independent Non-Executive Directors contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinise the performance of management, provide constructive challenge to the Executive Directors, and ensure that the group is operating within the governance and risk framework approved by the board.

The Company Secretary is responsible for providing clear and timely information flow to the board and its committees and supports the board on matters of corporate governance and risk.

Matters Reserved for the Board

• Setting long-term objectives and commercial strategy;
• Approving annual operating and capital expenditure budgets;
• Changing the share capital or corporate structure of the group;
• Approving half-year and full-year results and reports;
• Approving dividend policy and the declaration of dividends;
• Approving major investments, disposals, capital projects, or contracts;
• Approving resolutions to be put to general meetings of shareholders and the associated documents or circulars; and
• Approving changes to the board structure.

The board has approved the adoption of the QCA Code as its governance framework, against which this statement has been prepared, and will monitor the suitability of this Code on an annual basis, revising its governance framework as appropriate as the group evolves.

Communicating Governance and Performance

In addition to the investor relations activities described above, the following Audit and Remuneration Committee reports are provided to maintain a dialogue with shareholders and other relevant stakeholders on the company’s governance and performance.

 

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

In addition to the investor relations activities described above, the following Audit and Remuneration committee reports are provided.

Audit Committee Report

During the year, the Audit Committee has continued to focus on the effectiveness of the controls throughout the group. The Audit Committee consists of Mickey Kalifa, chair, Gillian Wilmot and Nathalie Schwarz. The committee met twice, and the external auditor and CFO were invited to attend these meetings. Consideration was given to the auditor’s pre- and post-audit reports, and these provide opportunities to review the accounting policies, internal control and the financial information contained in both the annual and interim reports. The Committee also met with the auditors with no executives present.

Directors’ Remuneration Policy

This section sets out the Directors’ Remuneration Policy. The Remuneration Committee considers the Remuneration Policy annually to ensure that it continues to underpin the Group’s strategy.

Key principles

The main aim of the Group’s policy is to align the interests of Executive Directors with the Group’s growth strategy and long-term creation of shareholder value. The policy is designed to remunerate the Executive Directors competitively and appropriately and allow 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.
• Ensure the total reward cost to ZOO are affordable and sustainable.

Component	Purpose and link to strategy	Operation	Maximum	Performance measure
Base salary	To provide a competitive base salary to attract, motivate and retain directors with the experience and capabilities to achieve the strategic aims.	Reviewed annually against salary surveys for market rate, Group performance, role and experience.	No overall maximum, however, they are reviewed to ensure they are  proportionate and fair when compared  to other salaries in the Group.	N/A
Benefits	To provide a market competitive benefits package	Receive benefits in line with market practise, these include death in service plus health care in the US.	Set a level deemed appropriate by the Remuneration committee	N/A
Pension	To provide an appropriate level of retirement benefit	Executive Directors are eligible to participate in the Group’s pension scheme.	Up to 5% of base salary	N/A
Annual bonus	To reward performance against annual targets which support the strategic plan.	Awards are made annually and are paid in cash	Maximum of 100% of base salary	Minimum of 80% based on financial performance and a maximum of 20% linked to smart personal objectives.
L-T incentives	Awards are linked to long-term financial and strategic objectives. To further promote equity ownership and long-term performance, vesting occurs at the end of a three-year period with holding periods applying up to a further seven years.	Awards are made at market price at date of grant and with performance targets that require to be met in the first 3 years after grant.	No maximum, subject to not exceeding the Group’s overall share based incentive schemes limit that apply across all employees of 15% of issued share capital.	Performance metrics will be linked to financial performance.
Shareholdings	To promote share ownership for Executive Directors	Executive Directors are encouraged to build a shareholding in the Group over time.	No maximum	N/A

Explanation of performance measures

Performance measures are selected that are aligned with the performance of the Group and the interests of shareholders. Stretching targets are set each year for the annual bonus and long-term incentive awards. When setting these performance targets, the Committee will consider several different reference points, which may include the Group’s business plan and strategy and the economic environment.

The Committee retains the ability to adjust or set different performance measures if events occur which cause the Committee to determine that the measures are no longer appropriate, and that amendment is required so that they can achieve their original purpose. Awards and options may be adjusted in the event of a variation of share capital in accordance with the rules of the share option scheme.

Non-Executive Directors Remuneration Policy

The Remuneration Policy for the Non-Executive Directors is to pay fees necessary to attract an individual of the talent required, taking into consideration the size of the business and the time commitment of the role. This is reviewed annually by the Group Chairman and the Chief Executive. The basis of the fees is cash only and Non-Executive Directors do not receive any other benefits other than reasonable travel and other expenses incurred in the course of performing their duties.

The Company welcomes dialogue with its shareholders over matters of remuneration. The Chairman of the Remuneration Committee is available for contact with institutional investors concerning the approach to remuneration.

 

Date	Director	Transaction	No. of Shares	Price (p)	Total Share- holding*	% Holding
26 Mar 2024	Stuart Green	Buy	171,500	29.0	11,755,472	12.01
27 Oct 2023	Gillian Wilmot	Buy	83,200	36.0	194,422	0.2
27 Oct 2023	Gillian Wilmot	Buy	79,705	37.8	111,222	0.1
28 Sep 2023	Stuart Green	Buy	125,000	40.0	11,583,972	11.84
11 July 2022	Stuart Green	Exercise of share options	150,000	15.0	11,458,972	12.92
11 July 2022	Gordon Doran	Exercise of share options	150,000	15.0	156,033	0.18
11 Apr 2022	Phillip Blundell	Buy	5,000	118.0	80,000	0.01
7 Dec 2021	Stuart Green	Sale	1,500,000	123.0	11,308,972	12.9
22 Sep 2021	Stuart Green	Conversion of loan stock	1,280,208	48.0	12,808,972	14.62
11 Nov 2020	Phillip Blundell	Buy	25,000	52.9	75,000	0.01
31 July 2019	G Wilmot	Buy	30,000	74.0	30,000	0.04
18 July 2019	N Foster (Spouse of G Wilmot)	Buy	1,517	65.55	1,517	0.002
23 April 2019	P Blundell	Buy	25,000	44.2	50,000	0.07
22 March 2019	Stuart Green	Transfer from family estate	4,762	0	11,528,764	15.49
23 January 2019	P Blundell	Buy	25,000	65.0	25,000	0.03
5 July 2018	HP Gilder	Transfer from SIP	11,868	0.0	67,887	0.09
5 July 2018	HP Gilder	Sale	409,349	115.0	56,019	0.08
5 July 2018	HP Gilder	Exercise of Options	49,349	15.25	465,368	0.63
5 July 2018	HP Gilder	Exercise of Options	360,000	15.0	416,019	0.56
7 March 2018	HP Gilder	Sell	40,000	73.26	56,019	0.08
7 March 2018	HP Gilder	Exercise of options	40,000	15.0	96,019	0.13
5 Oct 2017	MM Kalifa	Buy	50,000	39.0	50,000	0.07
4 May 2017	Dr. SA Green	Buy	6,666,667	9.0	11,524,002	15.68
4 May 2017	RD Jeynes	Buy	222,222	9.0	342,222	0.47
9 Jan 2012	JA Livingston	Buy	4,240	11.0	4,240	0.01
5 Jan 2012	RD Jeynes	Buy	100,000	9.3	120,000	0.37
6 Sep 2011	Dr. SA Green	Buy	250,000	40	4,857,335	14.9
6 Sep 2011	Dr. SA Green	Conversion	427,500	40	4,607,335
6 Dec 2010	IC Stewart	Buy	30,000	15	1,705,365	7.17
26 Nov 2010	HP Gilder	Buy	9,176	58	56,019	0.24
5 Jul 2010	RD Jeynes	Buy	20,000	40.5	20,000	0.08
15 Jul 2009	HP Gilder	Buy	46,450	0	46,843	0.22
6 Oct 2008	Dr. SA Green	Buy	1,333,333	15	4,179,835	19.6
11 Apr 2008	Dr. SA Green	Buy	100,000	17	2,846,502	15.89
24 Aug 2007	Dr. SA Green	Buy	2,540,000	25	2,746,502	15.33
24 Aug 2007	IC Stewart	Buy	800,000	25	1,675,365	9.35
23 Oct 2006	75:1 share consolidation
27 Sep 2006	Dr. SA Green	Buy	5,846,154	0.65	15,487,654	3.49
27 Sep 2006	IC Stewart	Buy	4,615,385	0.65	65,152,540	14.69
16 Feb 2006	IC Stewart	Buy	500,000	3.75	60,537,155	19.07
1 Feb 2006	IC Stewart	Buy	714,000	3.5	60,037,155	18.92
9 Jun 2004	Dr. CHB Honeyborne	Buy	100,000	11.0	100,000	0.04
12 Dec 2003	IC Stewart	Buy	7,142,857	10.5	59,323,155	21.26
18 Aug 2003	IC Stewart	Buy	1,000,000	3.0	52,180,298	23.96
16 Sep 2002	IC Stewart	Buy	1,004,260	3.0	51,180,298	32.44

 

* Total shareholding excludes shares held in the ZOO Digital Group Share Incentive Plan (SIP). ZOO is subject to the UK City Code on Takeovers & Mergers.