The board of Bigblu Broadband Group PLC (the “Company”) is responsible for the Group’s corporate governance policies and recognises the importance of high standards of corporate governance and integrity. The Company has adopted the Quoted Companies Alliance Code for Small & Mid-sized Quoted Companies 2018 (the “QCA Code”). This statement sets out how the Company complies with the 10 principles of the QCA Code.
1. STRATEGY & BUSINESS MODEL
The Company is an alternative broadband provider who markets and delivers fast broadband services to homes and businesses mainly located in areas of poor or underserved telecoms infrastructure. The Company’s target customers are homes and businesses who are not served by fibre broadband. The Company is technology agnostic and uses a variety of technologies to deliver a super-fast broadband service to target customers including satellite broadband, 4G, 5G and licensed and unlicensed spectrum fixed wireless broadband (point to point and point to multi-point).
The Company is active and has customers in 30 countries including many countries in Europe and Australia and had approximately 123,000 customers as at 31st May 2018. The Company operates from a number of strategic bases in the UK, France, Norway, Spain Germany, Italy, Poland, Portugal and Australia. The Company has grown strongly since listing on AIM in May 2015 both organically and by acquisition. The Company has acquired and integrated 20 businesses in 7 countries in the last 3 years.
The Company has a cloud-based global billing and customers service (ERP) platform enabling it to support customers around the world in any language the customer chooses, with the system supporting multiple currencies and VAT jurisdictions. The Company also has one phone system across all territories enabling flexibility in delivering customer support. The Company uses satellite capacity from a number of different satellite owners to enable it to provide satellite broadband services and these include but are not limited to Eutelsat, SES Astra, Viasat, Avanti, and NBNCo. The Company makes its decisions on which satellite operator to use in each country based on a mixture of quality of their services, their product roadmap, business model and resultant price structure, and the amount of capacity available.
Satellite design and processing efficiency continue to progress at a pace resulting in continually improving satellite economics with each new satellite launch allowing the Company to continue to improve its broadband offerings and keep pace with the growth in internet demand. Since the Company’s inception in 2008, headline consumer satellite broadband speeds in Europe have increased from 4 Mbps to 50 Mbps and the Company, working with its satellite owner partners, believes that speeds and data allowances will continue to increase exponentially over the next 3 – 5 years.
The Company could face challenges if consumer demand for faster broadband services and continual increases in data consumption were not matched by exponential improvements in satellite economics by the satellite fleet operators. The wide number of satellite operators coming to the market with new business models and technologies mean that the Company perceives this risk as relatively small.
The Company embraces new technologies like 4G and 5G and indeed is itself helping to develop and design new hardware to bring technologies like fixed broadband via 5G to the mainstream market. Many of the Company’s existing fixed wireless customers are already being connected to fixed 5G type services.
The Directors believe there is a significant opportunity to continue to grow the Company’s subscriber base organically and also through acquisition by consolidating the currently fragmented market of alternative broadband providers across Europe and Australia.
2. UNDERSTANDING AND MEETING SHAREHOLDER NEEDS AND EXPECTATIONS
The AGM is the main forum for dialogue with shareholders and the Board. 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, routinely attend the AGM and are available to answer questions raised by shareholders.
Feedback from investors is also obtained through direct interaction between the CEO, CFO and CTO at meetings following the publication of its full-year and half-year results. The Company also holds an open retail investor meeting shortly after results have been published.
The voting record at the Company’s general meetings is monitored and we are pleased that all resolutions have been passed by shareholders. There is also regular dialogue with investors through the medium of the Company’s corporate broker, Numis Securities, and through the Company’s Investor Relations and Financial PR agency Walbrook PR.
The Company has a dedicated investor relations website at www.bbb-plc.com which aims to keep all types of investor fully informed and up to date on the Company’s activities, share price and future meetings as well as supplying documents and information which may be of general interest.
Details of specific contacts at Numis and Walbrook PR are published on all the Company’s RNS releases and on the Company’s investor website.
3. TAKING INTO ACCOUNT WIDER STAKEHOLDER & SOCIAL RESPONSIBILITIES AND THEIR IMPLICATIONS FOR LONG-TERM SUCCESS
The long-term success of a business and good Corporate Governance includes the Board considering the Company's impact on the communities it operates in, the environment and society as a whole. The group’s stakeholders include shareholders, customers, members of staff, suppliers, regulators, industry bodies and creditors including lenders. The board works hard to identify the Company’s stakeholders and understand their needs, interests and expectations.
The principal ways in which their feedback on the group is gathered are via meetings, conversations, surveys and online reviews. Following this feedback, the group has continued and evolved its clearly defined customer-focused and people-led strategy.
Every company should consider its corporate social responsibilities (CSR). Any CSR policy should include a narrative on social and environmental issues and should show how these are integrated into the Company's strategy. Integrating CSR into strategy will help create long-term value and reduce risk to shareholders and other stakeholders. The Company see CSR as a very important area for consideration and are currently in the process of finalising a CSR Policy.
The Directors are aware of the impact the business activities have on the communities in which it operates and has in place an environmental policy. The Group's responsibilities to stakeholders including staff, suppliers and customers and wider society are also recognised and this is evidenced and underpinned by our values:
- Customers – Grow profitable elements of the business whilst putting the customer first
- Innovation – Industry leading product design always exceeding customers expecatations
- Quality – Excellence in operations, processes and systems
- Environment – Engaging with and supporting the communities in which we work
- Team Work – Support and engage with our people
4. EMBEDDING EFFECTIVE RISK MANAGEMENT
The board of the Company ensures that its risk management framework identifies and addresses all the relevant risks and threats that the business may be subject to in the execution of its business plan. These include extended business activities including key customers and its supply chain.
The section “Principal Risks and Uncertainties” on pages 15 to 19 of the Company’s 2017 Annual Report identifies these risk and how the board and the business mitigates these risks.
The board of the Company meets at least 8 times a year and continually reappraises and discusses the tactics and strategy employed to mitigate these risks.
5. MAINTAINING A BALANCED AND WELL-FUNCTIONING BOARD
The Company ensures a balanced board membership to reflect the skills and attributes needed. The board consists of three executive directors and three non-executive directors (all of whom are deemed independent).
Regular board meetings are held and ad hoc meetings are scheduled as and when required. Attendance at board meetings is reported each year within the Company’s annual report.
The Audit Committee consists of Stephen Morana (Chairman), Michael Tobin and Paul Howard. The Audit Committee will, inter alia, determine and examine matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the annual audit. It receives and reviews reports from management and the Company’s auditors relating to the half-yearly and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee intends to meet at least twice per year.
The Remuneration Committee consists of Michael Tobin (Chairman) and Paul Howard. The committee will meet at least twice each year and is responsible for reviewing the performance of the executive directors, setting their remuneration levels, determining the payment of bonuses and considering the grant of options under the share option schemes.
The Nomination Committee consists of Michael Tobin (Chairman), Stephen Morana and Andrew Walwyn. The nominations committee will meet at least once each year and is responsible for reviewing the structure, size and composition of the Board, succession planning and nominating candidates to fill board vacancies and evaluating the performance of the Board.
All Non-Executive Directors serve on the basis of letters of appointment which are available for inspection upon request. The letters of appointment set out the expected time commitment of Non-Executive Directors who, on appointment, undertake that they will have sufficient time to meet what is expected of them. Non-Executive Directors are appointed for an initial three-year term and the continuation of their appointment is conditional on satisfactory performance and subject to annual re-election at the Company’s Annual General Meetings Executive Directors serve on the basis of service agreements which are also available for inspection upon request.
6. HAVING APPROPRIATE EXPERIENCE, SKILLS AND CAPABILITIES ON THE BOARD
The current members of the Board have a wide range of skills and experience. The Board believes that a membership that combines detailed knowledge of the Group’s operations, the technology industry and leading a group quoted on AIM are crucial to the Board’s ability to lead the Company successfully.
The Chairman is responsible for the induction of new Directors and the ongoing development of all Directors. The Board receives tailored training as appropriate for service on a listed company Board. New Directors receive a full, formal and tailored induction on joining the Board designed to provide an understanding of the Group’s business, governance and key stakeholders. The induction process typically includes an induction pack, operational site visits, meetings with key individuals and the Group’s advisors, and briefings on key business, legal and regulatory issues facing the Group.
As the business environment changes, it is important to ensure the Directors’ skills and knowledge are refreshed and updated regularly. Accordingly, the Nomad ensures that updates on corporate governance, regulatory and technical matters are provided to Directors at special sessions in between formal Board meetings. In this way, Directors keep their skills and knowledge relevant so as to enable them to continue to fulfil their duties effectively.
Each director is identified on the Company’s website and in the annual report along with a clear description of their role and experience. This information can be found at www.bbb-plc.com/about/our-board.
All Board Directors have access to the Company Secretary, who advises them on Board and governance matters. The Chief Executive Officer, Chief Financial Officer and the Company Secretary work together to ensure that Board papers are clear, accurate, delivered in a timely manner to Directors, and of sufficient quality to enable the Board to discharge its duties. As well as the support of the Company Secretary, there is a procedure in place for any Director to take independent professional advice at the Group’s expense in the furtherance of their duties, where considered necessary or advisable.
7. EVALUATING BOARD PERFORMANCE
The Board and its Committees were formed upon listing in May 2015. In November 2016 an internal evaluation commenced as a result of the Group’s continued growth in size and complexity resulting in the appointment of Stephen Morana in February 2017. The Board of Directors intends to consider how formal assessments of board performance will be conducted in the future and will also consider succession planning as and when necessary. A further update on this topic will be provided in due course.
8. ETHICAL VALUES & BEHAVIOURS
The Company operates a corporate culture that is based on ethical values and behaviours. The Executive Directors (comprising Andrew Walwyn, Frank Waters and Simon Clifton) communicate regularly with staff through meetings and messages to ensure best-in-class ethical standards and to provide clear guidance on how the members of staff are expected to behave towards their colleagues, suppliers, customers, shareholders and on their wider responsibilities to the communities within which they operate.
9. MAINTAINING GOVERNANCE STRUCTURES AND PROCESSES
The Chairman is responsible for leadership of the Board, ensuring its effectiveness and setting the agenda for Board meetings. Once strategic objectives have been agreed by the Board, it is the Chief Executive Officer’s responsibility to ensure they are delivered upon. The day to day operations of the Group are managed by the Chief Executive Officer and the wider management team comprising the Chief Financial Officer and the Chief Technical Officer.
The division of responsibilities between the Chairman, Chief Executive Officer and Non-Executive Directors is set out in writing in their contracts and agreed by the Board. The roles of the Chairman and the Chief Executive Officer are separate with a distinct division of responsibilities. The partnership between Michael Tobin OBE and Andrew Walwyn is based on mutual trust and facilitated by regular dialogue between the two. The separation of authority enhances independent oversight of the executive management by the Board and helps to ensure that no one individual on the Board has unfettered authority.
The Board’s primary role is the protection and enhancement of long-term shareholder value. To fulfil this role, the Board is responsible for the overall management and corporate governance of the consolidated Group including its strategic direction, establishing goals for management and monitoring the achievement of these goals. From time to time the Board may delegate or entrust to any Director holding executive office (including the CEO) such of its powers, authorities and discretions for such time and on such terms as it thinks fit. During 2016, the Board adopted a “Delegation of Board authority” which establishes those matters which it is considered appropriate remain within the overall control of the Board (or its committees) and those which are delegated to the CEO (or onwards as appropriate). In addition to overall Group strategy, the Board approves the annual budget and retains control over corporate activity (mergers, acquisitions, joint ventures, material disposals and investments) and material contract and financing decisions (over and above-set value/credit-risk limits). Management’s role is to implement the strategic plan established by the Board and to work within the corporate governance and internal control parameters established by the Board.
The Board has approved a schedule of matters reserved for its decision.
The roles and responsibilities of the Group’s committee have been explained in Principle 5 above.
10. COMMUNICATING WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS
Responsibility for shareholder relations rests with Andrew Walwyn, the Group’s Chief Executive Officer. He ensures that there is effective communication with shareholders and is responsible for ensuring that the Board understands the views of shareholders. Andrew is supported by the Group’s corporate broker, Numis, with whom he is in regular dialogue. As a part of a comprehensive investor relations programme, formal meetings with investors are scheduled to discuss the Group’s interim and final results. In the intervening periods, the Group continues its dialogue with the investor community by meeting key investor representatives and holding investor roadshows as appropriate.
Under AIM rule 26 the Company publishes a comprehensive suite of information on the Company’s website.
The company regularly meets with its key stakeholders regularly; with HSBC quarterly and with core suppliers bi-monthly.
This information was last updated on 27 September 2018.