Governance Policy

Team Internet operates in two highly attractive markets: high-growth digital advertising (Online Marketing segment) and domain name management solutions (Online Presence segment).

The Online Marketing segment is dedicated to helping online consumers make informed choices through the provision of privacy-safe, easy-to-understand advertorials and review websites. The company uses artificial intelligence-based customer journeys to convert general internet users into high-confidence consumers. Team Internet captures the value it creates for consumers through strategic partnerships with world-leading search and e-commerce partners, generating utility style revenues.

Our strategy for the Online Marketing segment involves expanding both the range of verticals and our geographical presence. Currently, we are primarily focused on e-commerce goods that can be shipped, and our reach is limited to German-speaking countries. By extending our scope in these areas, we aim to unlock significant growth potential, moving beyond incremental improvements to achieve exponential expansion.

The Online Presence segment serves as a distribution channel for digital products, particularly domain names, and stands out by providing the broadest inventory of domain extensions through fully automated APIs and fulfilment services. The company offers web hosting companies, leading international brands, and SMBs one-stop-shop access to all their needs. Additionally, operators of country-code and generic domains benefit from access to an unrivalled distribution network. Team Internet generates highly reliable subscription based revenues from its services.

Team Internet’s strategy for the Online Presence segment revolves around finalising the operational integration of a carefully assembled group of global businesses. By transforming these businesses into a unified marketplace, we aim to achieve organic growth by continuously adding new suppliers, distribution channels, and customers.

Team Internet is focused on winning new customers, growing existing customer relationships, launching new products, contracting with new suppliers, and entering new geographical markets. This will help the Group to expand its reach and drive long-term growth and profitability. We are clearly committed to beat the organic growth targets implied by market consensus.

More information on the Board’s established strategy and business model is included in the strategic report section of our 2023 Annual report, which can be found here.

The Board regards the importance of effective communication with shareholders as essential. Relations with Shareholders are managed principally by the Chief Executive Officer, Chief Financial Officer and the Chairman, and meetings are regularly held with institutional investors and analysts during the year.

The Chairman, Chief Executive Officer, the Chief Financial Officer and if required other Non-Executive Directors make themselves available for meetings with major shareholders either individually or collectively.

The Group’s Shareholders are invited to attend the AGM at which the majority of Directors are present. The Group’s Nominated Advisers and Joint Brokers also convey shareholder opinions to the Chairman and Chief Executive Officer and these are discussed with the Board. Contact details for our Nominated Advisers and Joint Brokers are available on our Advisers and Registrars page.

The company recognises that engaging with our stakeholders strengthens our relationships and helps us make better business decisions. Our stakeholders include shareholders, Suppliers, customers, our employees, and relevant statutory Authorities in its area of operation. The Board is regularly updated on wider stakeholder engagement feedback which provides invaluable insight assisting with decision making.

The Group encourages feedback from its customers through engagement with their dedicated account managers and advisers. Customers are also able to provide feedback on our service through our 24/7 support service for each brand we operate.

The Group’s approach to sustainability addresses both its environmental and social impacts, supporting the Group’s vision to remain an employer of choice, while meeting client demands for socially responsible partners.

Environment

The Group is committed to operating in an environmentally responsible manner and is certified as a Carbon Neutral Company. The Group respects local laws and customs while supporting international laws and regulations. These policies have been integral in the way Group companies have done business in the past and will continue to play a central role in influencing the Group’s practice in the future.

Health and Safety

The Directors and senior management are committed to providing for the welfare, health and safety of the Group’s employees and have procedures in place, including regular monitoring by third party specialists, to ensure compliance with its legal and contractual obligations.

More information on ESG matters can be found on the ESG section of the Annual Report on pages 29-56, which can be found here.  

The Board has primary responsibility for establishing and maintaining the Group’s financial and non-financial controls, as well as identifying the major risks facing the Group.

Internal control systems are designed to meet the particular needs of the Group and the risks to which it is exposed. By their nature, internal controls can provide reasonable but not absolute assurance against material misstatement of loss.

The Executive Directors and Senior Management have specific responsibilities for aspects of the group’s affairs and have regular discussions to address operational matters, as well as considering the skill sets required in their teams to maintain the internal controls required.

Further information on risk assessments and risk management is included in our 2023 Annual Report on pages 60-63, which can be found here.

The Chairman is responsible for leading the Board effectively and overseeing the adoption, and communication of the company’s corporate governance model. The Chairman also ensures effective shareholder communications.

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 the Board procedures are followed, and that applicable rules and regulations are complied with.

In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.

As the business has developed, the composition of the Board has been under constant review to ensure that it remains appropriate to the managerial requirements of the Group. In line with the requirements of the Company’s Articles of Association, two Directors retired at the Annual General Meeting and being eligible, offered themselves for re-election.

Further details of the composition of the Board and attendance of the Directors at meetings are set out in the Corporate Governance Section of the Annual Report and Accounts 2023 on page 66-70, which can be found here.

The Board currently comprises the Non-Executive Chairman, two Executive Directors and five Non-Executive Directors. There is a balance between independence and skill and expertise needed in the Board to enable it to discharge its duties and responsibilities effectively. More details on the skills and expertise of the Board are available on their biographical details included in our 2023 Report and Accounts on pages 64-65 and on our website here.

Throughout their period in office the Directors are continually updated on the Group’s business, the industry, corporate social responsibility matters and other changes affecting the Group by written briefings and meetings with senior management. They are also updated on changes to the legal and governance requirements of the Group, and upon themselves as Directors, on an ongoing and timely basis.

The Board has introduced an internally facilitated formal review of the Board and its committees, the Chairman and individual Directors in 2023. The evaluation considers the Board’s composition, diversity, and effectiveness.

The Board has introduced an internally facilitated formal review of the Board and its committees, the Chairman and individual Directors in 2023. The evaluation considers the Board’s composition, diversity, and effectiveness. 

Tailored questionnaires were circulated to members of the Board and each of its committees. The evaluations focused on composition, succession and how well placed the Board is to add value to the business, in terms of how it oversees strategy, risk management, people, cultureculture, and performance. 

Focus was also given to the Board’s decision-making processes, as well as how well it considers stakeholders as part of its decision making and discussions. The outcomes and recommendations were fed back to the Chairman. 

Agreed areas of focus and actions

Overall, the Board and its committees are considered to be effective. There were certain areas of focus which the Board felt would continue to improve its performance and effectiveness. 

Accordingly, the Directors agreed on the following areas of focus and action for FY24: 

• Devote more time to strategy sessions to enhance free-flowing discussions and allow for additional topics to be discussed where required. 
• Provide ongoing training focusing on key topics/areas such as artificial intelligence, to all Non-Executive Directors. 
• Improve the current risk reporting and continue focusing on risk control.

Progress shall be reviewed by the Board and/or its committees as appropriate during the year, with any ongoing areas feeding into next year’s evaluation process. 

The Board continually evaluates the skills that are required of its members and whether they are adequately provided for to enable each Director to keep their skills up to date. Individual training needs are identified as part of the Board performance evaluation process and training is provided as required. 

The Remuneration & Nominations Committee co-ordinates on succession planning of the executive leadership team and makes recommendations to the Board for the re-appointment of Non-Executive Directors when necessary. 

The Group is committed to maintaining and promoting high standards of business integrity. Company values, which incorporate the principles of corporate social responsibility and sustainability, guide the Group’s relationships with its stakeholders including clients, employees and the communities and environment in which the Group operates.

We promote a culture within the Group of ethical values and behaviours. We have internal policies covering a range of ethical behaviours, such as anti-bribery and corruption, money laundering, anti-slavery, and employee conduct generally both internally and externally. New employees are trained on these policies and the expectations of the Company when it comes to ethical values and behaviours.

The Group respects local laws and customs while supporting international laws and regulations. These policies have been integral in the way Group companies have done business in the past and will continue to play a central role in influencing the Group’s practice in the future.

The Board is committed to achieving high standards of corporate governance and business ethics. The Board is collectively responsible to the shareholders for the overall direction and control of the company and delegates the management of the business to the executive directors and senior management. The Board also delegates certain matters to its Board Committees so that it can operate efficiently and give the right level of attention and consideration to relevant matters.

Matters reserved for the Board include business strategy and management, financial reporting (including the approval of the annual budget), Group policies, corporate governance matters, major capital expenditure projects, material acquisitions and investments and establishment and monitoring of internal controls.

The Board composition and governance structures are reviewed on an ad hoc basis, by the Chairman as the company grows.

Chairman
The Chairman is an independent Non-Executive Director. The role of the Chairman and the CEO are performed by separate individuals. The Chairman is responsible for leading the Board effectively and overseeing the adoption and communication of the company’s corporate governance model. The Chairman is also responsible together with the Chief Executive Officer and the Chief Financial Officer for Shareholder relations.

Chief Executive Director

The Board has delegated to the CEO the authority to manage the Group’s day-to-day affairs save those matters which are reserved for the Board. The CEO is responsible for managing the Executive Directors and reporting to the Board for the Group’s management and performance. The CEO manages the Group in accordance with this statement, the Group Strategy, Business model and policies. The CEO is also responsible together with the Chairman and the Chief Financial Officer for Shareholder relations.

Company Secretary

The Company Secretary is responsible for ensuring that the Board procedures are followed, and that applicable rules and regulations are complied with. The Company Secretary is also responsible for coordinating and distributing materials for Board meetings and shareholder meetings. All Directors have access to the Company Secretary. The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The appointment and removal of the Company Secretary is a matter reserved for the Board.

Board Committees

The Board has established Remuneration and Nominations and Audit Committees and provides additional disclosure on pages 71-77 of the 2023 Report and Accounts in relation the work of the board committees undertaken during the year, including the audit committee report and the remuneration committee report.

Audit & Risk Committee

The Audit & Risk Committee has Marie Holive as Chairman and other members of the Committee include Iain McDonald, Claire McLellan. The Chief Financial Officer is invited to and regularly does attend the Committee meetings, as does the Chief Executive Officer.

The primary responsibilities of the Committee, having due regard for the interests of Shareholders include:

• Monitoring the integrity of the half yearly and annual financial statements and formal announcements regarding the Group’s financial performance
• Reviewing significant accounting policies, areas of significant estimates and judgments and disclosures in financial reports
• Monitoring the quality and effectiveness of internal control procedures and risk management systems
• Considering the requirement for Internal Audit, considering the size, distribution and nature of the Company and the Group and its operations Reviewing the external auditor reports relating to the Company’s accounting and internal control procedures
• Overseeing the Board’s relationship with the external auditors, including their continued independence and making recommendations to the Board on the selection of external auditors

The Audit & Risk Committee is required to meet at least twice a year. During 2023 year the Committee met on four occasions. The remit of the committee was expanded in 2023 to include risk management.

Remuneration and Nominations Committee

The Group’s Remuneration and Nominations Committee is responsible, on behalf of the Board, for developing remuneration policy and has the power and authority to carry out a selection process of candidates before proposing new appointments to the Board.

The Remuneration and Nominations Committee has Max Royde as its Chairman and other members of the Committee include Samuel Dayani, Horst Siffrin and Marie Holive.
The primary responsibilities of the Committee, having due regard for the interests of Shareholders include:

• Determining and agreeing with the Board the remuneration policy for the Chairman of the Board, the non-Executive Directors and the Executive Directors and other senior managers
• Reviewing the design of share incentive plans for approval by the Board and determining the award policy to Executive Directors and personnel under existing plans
• Determining the remainder of the remuneration packages (principally salaries, bonus, and pension) for the Executive Directors and senior management including any performance-related targets
• Reviewing and noting remuneration trends across the Group
• Co-ordinating with the Nominations Committee in relation to the remuneration to be offered to any new Executive Director; and
• Taking responsibility for the selection criteria and if appropriate selecting, appointing and setting terms of reference for any remuneration consultants engaged to advise the Committee

The Remuneration and Nominations Committee was originally created in September 2013 as two separate committees and was merged into one in 2021. It is required to meet at least twice a year. During 2023 the Remuneration and Nominations Committee met on three occasions.

Team Internet is committed to communicating openly with shareholders to ensure that the strategy and performance are clearly understood. The Group communicates with Shareholders through the publication of the Annual Report, full-year and half-year announcements, trading updates and its Annual General Meeting (AGM) and encourages shareholders’ participation in face-to-face meetings. In addition to the AGM the Group also regularly meets with, and presents to, its institutional shareholders, including regular roadshows following the announcement of interim and full-year results. This allows the Group to maintain a dialogue with its shareholders to ensure we understand their needs and expectations.

A range of corporate information is also available for Shareholders, investors, and the public to access on the Investor website.

Announcements released to the London Stock Exchange are available at our RNS News page.

At the Company’s last AGM in 2024, all Resolutions were duly passed.

Results of the voting at the last AGM were as follows: