Corporate Governance

Since 2014, the Company has followed the QCA Corporate Governance Code as its benchmark for good corporate governance practice. Following the publication of a new QCA Code in April 2018 (the QCA Code), the Board formally adopted the new edition. The QCA Code has been adopted into our Corporate Governance model, ensuring that the principles are applied and that our corporate governance processes and procedures meet the requirements. As a Company listed on the AIM sub-market of the London Stock Exchange, we are not required to follow the UK Corporate Governance Code issued by the Financial Reporting Council, but we consider it in our corporate governance activities.

The Principles of the QCA Code specifies where certain disclosures are to be made on a company’s website. In this section, you can find the location of these items. All remaining disclosures under the QCA Code are made in our Annual Report, which is available online here.

In compliance with the QCA Code, the disclosures on our website are:

Principle 2
Information on how we engage with shareholders and how successful this has been is available here . The point of contact for investor relations is available here.

Principle 3
Our business model is available here. Stakeholder engagement and actions which have been generated is available here.

Principle 7
Our board evaluation process is available in the "Board Performance Review" section below. Information on Succession Planning is available in the "Nomination Committee" section below."

Principle 8
Our approach to ensuring ethical values and behaviours is available here.

Principle 10
Latest AGM votes are disclosed here. No significant proportion of votes have been cast against a resolution in general meeting. Annual reports and other governance related material for the past five years are available here.

The Board consists of three Executive Directors and seven Non-Executive Directors, including a Non-Executive Chair. For a biography of each of the directors and their responsibilities, see here.

Division of roles

The roles of Chair and Chief Executive Officer are held by different individuals and there is a clear division of responsibilities.

The Chair is responsible for:

• oversight of the Board;
• effectiveness of the Board;
• ensuring that no individual dominates the Board’s decision-making; and
• ensuring that the Board operates in the interests of stakeholders.

The Chief Executive Officer’s role is to provide overall leadership and vision in developing, with the Board, the strategic direction of the Company. Additionally, the Chief Executive Officer is responsible for managing the day-to-day business activities and for the implementation of the strategy, as are the other Executive Directors.

Non-Executive Directors constructively challenge and help to develop strategy, whilst also scrutinising the performance of executive management.

The Board operates formally, through Board and Committee meetings, and informally, through regular contact amongst Directors. High-level decisions on such matters as strategy, financial performance and reporting, dividends, risk management, major capital expenditure, acquisitions and disposals are reserved for the Board and its Committees. Full list of the matters reserved for the Board can be viewed here.

The Board formally approves the appointment of all new Directors, following consideration of recommendation from the Nomination Committee. All Directors are required to submit themselves for re-election at each Annual General Meeting.

The terms of the appointment of Non-Executive Directors is available in YouGov Non-Executive Appointment Terms.

The Board undertakes an evaluation of its own effectiveness on an annual basis. Since 2018, the Board has participated in a formal in-house board evaluation program. This in-house evaluation is facilitated by the Corporate Secretariat and consists of three stages:

• Board performance review questionnaires completed by each Director;
• Individual peer-to-peer questionnaires completed by each Director; and
• One-on-one discussions with the Company Secretary.

In accordance with the process, anonymised results from the questionnaires and discussions are shared with the Board to facilitate discussion and, if appropriate, allocation of actions for improvement. The Company Secretary is responsible for oversight of implementation of any actions identified.

The Board receives regular management information on the Company’s performance and the agenda for formal Board and Committee meetings is sent to members in advance.

The governance framework at YouGov is supported by our Governance team. You can read more about our Governance Framework in our Annual Report and Accounts, which can be downloaded here.

The Board has three Committees, each with their own specific areas of responsibility – Remuneration, Audit & Risk and Nomination. Each Committee meets in accordance with its Terms of Reference and on an ad hoc basis as required. Information on each Committee can be found below.

Members:

• Rosemary Leith (Chair, Non-Executive Director)
• Ashley Martin (Non-Executive Director)
• Andrea Newman (Non-Executive Director)
• Nick Prettejohn (Non-Executive Director)
• Shalini Govil-Pai (Non-Executive Director)

Terms of Reference:

The Remuneration Committee operates under Terms of Reference agreed by the whole Board.

Activities:

The Remuneration Policy developed by the Committee and details of each Director’s remuneration are presented in the Directors’ Remuneration Report of the Annual Report and Accounts, which can be found here.

Members:

• Ashley Martin (Chair, Non-Executive Director)
• Rosemary Leith (Non-Executive Director)
• Nick Prettejohn (Non-Executive Director)
• Devesh Mishra (Non-Executive Director)

The Committee operates under Terms of Reference agreed by the whole Board.

Activities:

In particular, the Committee is responsible for:

• ensuring that the financial performance of the Group is properly monitored and reported;
• monitoring the formal announcements relating to financial performance;
• meeting the auditors and agreeing audit strategy;
• reviewing reports from the auditors and management relating to accounts and internal control systems;
• making recommendations to the Board in respect of external auditor appointment and remuneration;
• oversight and scrutiny of the Group Risk Management Policy and Procedure including the group risk register and monitoring progress against planned controls;
• review any significant litigation and compliance issues involving the Group; and
• review and approve the statements to be included in the Annual Report concerning internal controls and risk management.

The Committee reports to the Board on any matters in respect of which it considers that action or improvement is needed, and makes recommendations as to the steps to be taken. You can read more about the activities of the Committee in our Annual Report and Accounts, which can be found here.

Members:

• Stephan Shakespeare (Chair, Non-Executive Chair)
• Nick Prettejohn (Non-Executive and Senior Independent Director)
• Shalini Govil-Pai (Non-Executive Director)
• Rosemary Leith (Non-Executive Director)
• Ashley Martin (Non-Executive Director)
• Devesh Mishra (Non-Executive Director)
• Andrea Newman (Non-Executive Director)

The Chair of the Board does not participate in meetings where the matter under consideration is succession to the Chair.

Terms of Reference:

The Committee operates under Terms of Reference agreed by the whole Board.

Activities:

In particular, the Committee is responsible for:

• identifying the skills and experience required for the next stage in the Company’s development;
• keeping close watch on succession planning and possible internal candidates for future board roles; and
• providing assistance the Chair of the Board (or, where appropriate, the Senior Independent Director), in taking steps to remove any underperforming director.
• In fulfilling its role, the Committee takes into account the outcome of board performance reviews.

You can read more about the activities of the Committee in our Annual Report and Accounts, which can be found here.

The Executive Directors meet regularly with institutional shareholders to discuss the Company’s performance and future prospects. At these meetings, the views of shareholders are canvassed and reported back to the Board. Feedback from recent meetings with institutional shareholders has been positive. The Annual General Meeting is a forum for communication with private shareholders. The Investor Relations section of the website is regularly updated and amended with the aim of providing information to all shareholders.

Details of the Company’s major shareholders can be found here.

Shareholders who wish to contact the Company, please contact our Investor Relations Manager click here.

The Company’s selected advisors are listed here.

All Directors have access to the Company’s advisors and can obtain independent professional advice at the Company’s expense in performance of their duties. Board Committees are authorised to obtain, at the Company’s expense, professional advice on any matter within their Terms of Reference. The Audit & Risk Committee works with Grant Thornton UK LLP (external auditors) and KPMG (external assurance advisors). The Company Secretary is supported on company secretarial matters by Numis (NOMAD) and Neville Registrars (Registrar). During the year, the Remuneration Committee have received advice from Korn Ferry (Remuneration consultants).

The Board reviews risks facing the business on a regular basis. The principal risks and uncertainties facing the company are outlined in the Corporate Governance section of the Annual Report and Accounts, which can be found here.

Key Controls and Procedures

The Board maintains full control and direction over appropriate strategic, financial, organisational and compliance issues and has put in place a structure with defined lines of responsibility and delegation of authority. The Board, prior to approval being given, reviews the annual budget and forecasts. This includes the identification and assessment of the business risks inherent in the Group as well as in the data analytics, market research and media sectors, along with associated financial risks.

The system of internal controls is designed to manage, rather than eliminate, the risk of failure to achieve business objectives, in addition to providing reasonable but not absolute assurance against material misstatement or loss. These include controls in relation to the financial reporting process and the preparation of consolidated accounts. This process is regularly reviewed by the Board and is in accordance with FRC guidance. The Audit & Risk Committee receives a report from management on the effectiveness of internal controls each year. For more information on the Committee’s activities with regard to internal controls, including the external assurance work undertaken during the year, see our Annual Report and Accounts.

The key procedures include:

• a detailed budgeting programme with an annual budget approved by the Board;
• regular review by the Board of actual results compared with budget and forecasts;
• regular reviews by the Board of year end forecasts;
• establishment of procedures for acquisitions, capital expenditure and expenditure incurred in the ordinary course of business;
• detailed budgeting and monitoring of costs incurred on the development of new products;
• reporting to, and review by, the Board of changes in legislation and practices within the sector and accounting and legal developments pertinent to the Group;
• appointing experienced and suitably qualified staff to take responsibility for key business functions to ensure maintenance of high standards of performance;
• appraisal and approval of proposed acquisitions by the Board; and
• external assurance reviews of key risk areas.

The Committee also undertakes a formal assessment of the auditor’s independence each year, which includes:

• objectivity and independence in the provision of non-audit services to the Group by the use of separate teams to provide such services where appropriate;
• discussion with the auditors of a written report detailing their relationships with the Group and any other parties that could affect the independence or the perception of independence;
• a review of the auditor’s own procedures for ensuring independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner; and
• obtaining written confirmation from the auditors that, in their professional judgement, they are independent.

The Company has engaged PwC to provide certain non-audit services where appropriate, but to do so requires the approval of the Audit & Risk Committee and the audit partner. There is a clear delineation between PwC’s audit teams and advisors on non-audit services, ensuring that the external auditors retain their independence. The level of non-audit services has been approved by the Audit & Risk Committee.

As a result of the revisions to the Ethical Standard for Auditors issued by the Financial Reporting Council in December 2019, YouGov plc as an Other Entity of Public Interest will no longer be able to engage its external auditor PwC for taxation compliance services and is in the process of migrating the service to KPMG.

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the group and the parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB).

Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group for that period.

In preparing the financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;
• state whether applicable IFRSs as issued by the International Accounting Standards Board (IASB) have been followed, subject to any material departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The Directors are responsible for safeguarding the assets of the group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the parent company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Company has adopted a share dealing code for Directors and applicable employees in compliance with the EU and UK Market Abuse Regulation and Rule 21 of the AIM Rules.

YouGov plc, being a UK registered and traded company, is subject to the UK City Code on Takeovers and Mergers.

Our stated policy with regards to Executive Director salaries is to set them at a level which allows us to attract and retain employees of the calibre required to drive YouGov’s success.

Historically, the salaries of the Directors and the senior executives running the business below Board level have been set at relatively low levels compared with wider market benchmarks, with the majority of their remuneration provided through incentive schemes, i.e. the annual bonus and the LTIP. Although this has been a successful model, the Remuneration Committee has reflected on the long-term sustainability of this approach as YouGov has grown. You will be aware that with a market capitalisation of c. £1.6 billion, we are one of the largest companies on AIM, having experienced exceptionally strong growth over the last 5-10 years. YouGov is now a genuinely global business, with over 1,450 employees in 37 offices, 3,900 clients and 17 million registered members. For FY2021, we reported revenue of £169m and adjusted operating profit of £25.5m, ensuring we can maintain our progressive dividend policy. We have received very positive feedback from our major shareholders on our performance and the opportunities for further growth.

Our Executive Directors - the CEO, COO and CFO - have been the principal drivers of the growth of the business. At the start of FY2021 the Committee reviewed their salaries in the context of their responsibilities and their performance over a period of sustained growth and in recognition of the increased size and complexity of the Company. The Committee also considered a broader shift across the Company to position salaries for all positions at closer to market-median levels, and determined that in the interests of fairness (and to avoid undesirable salary compression at the most senior levels) an adjustment to the Directors’ salary levels was appropriate. In reaching this decision, the Committee took into account benchmark data on pay at other fast-growing UK-listed technology companies and listed companies with a similar market cap to YouGov, as well as survey information of typical pay levels at AIM companies.

The Committee concluded that it was appropriate to make a step change in the Directors’ salaries. There was also a desire to reduce the differential between the salaries of the CFO and COO. As a result, the following increases were agreed, with effect from 1 October 2020:

For Alex McIntosh, and in line with the general preference of investors for phased increases, the Committee agreed that the increase as set out above was to be the first phase of an intended two-stage increase, with the second increase subject to his ongoing performance in role.

I would like to emphasise that these were exceptional increases designed to reflect appropriate levels of remuneration given the growth of the business, its increased complexity and scope, and the need to pay our leading executives fairly. They were not indicative of the normal levels of annual increase for the Directors, as evidenced by our historic salary progression. Furthermore, the Committee recently met to agree salary increases with effect from 1 October 2021, and determined that there would be no increases for the CEO and COO. For the CFO, the Committee agreed to implement the second stage of his increase in the light of his performance over the last 12 months, and therefore his salary has risen to £273,000 (an increase of 6.6%).

The Committee strongly believes that the increases as set out above were wholly appropriate given the growth of the Company and the need to ensure that we can pay the Executive Directors fairly for their leadership of a high-performing business. We also believe that the salaries following these adjustments remain well below the levels which would typically be found at listed companies of a comparable size to YouGov. In line with YouGov’s performance-based philosophy, the remuneration policy for the Directors remains heavily weighted towards incentives, particularly the LTIP.

We have prided ourselves on including a level of detail in our Directors’ Remuneration Report each year which goes well beyond what is required for an AIM company, as we believe it is right that shareholders should have a full understanding of the levels and structures of the remuneration packages for the Directors. I hope the information set out above provides additional useful clarification and insight regarding the specific decisions we took in respect of the Directors’ salaries during the year.

Rosemary Leith

Chair of the Remuneration Committee

26 November 2021

**Please note: as of 1 August 2023, Sundip Chahal became the Chief Business Operator (CBO).