LTG is committed to high standards of corporate governance throughout the Group. The Board recognises the importance of, and is committed to, ensuring that effective corporate governance procedures are in place as appropriate for a public Company of its size and complexity and in the light of the risks and challenges it faces. LTG has adopted The QCA Corporate Governance Code. The section below sets out to explain how LTG seeks to apply the principles of the QCA Corporate Governance Code and how its application supports the Group’s medium- to long-term success.
Establish a strategy and business model which promote long-term value for shareholders
LTG’s aim is to build a dynamic portfolio of complementary businesses and an international full-service digital learning and talent management business of scale, through a combination of strong organic growth as well as strategic acquisitions that complement the current business.
LTG’s strategy is to provide a market-leading, seamless digital learning solution to meet the demanding expectations of large corporate and government customers. Our aim is to build LTG as an international leader in e-learning solutions. We intend to expand our offering organically, through strategic partnerships and via acquisitions. A focus on research and development (R&D) will enable innovation through creative design and the latest technologies, as LTG continues to place digital at the heart of comprehensive blended learning. A strong partner network enables the business to deliver expertise beyond internal capability, placing the customer at the forefront of every solution. LTG’s acquisition strategy places emphasis on broadening geographical reach (particularly in the United States), with a particular focus on developing presence in highly regulated sectors (e.g. pharmaceutical, energy and aviation). We continue to develop, evolve and innovate our portfolio of brands in a highly fragmented, fast-growing e-learning sector to ensure that LTG remains differentiated from its competitors.
The Board aims to achieve these objectives through the adoption of best working practices by leveraging its industry leading techniques, through the economies of scale offered by its global central service team, and by targeted investment in R&D and strategic acquisitions. The Board aims to deliver on its medium- and long-term growth targets by concentrating on customer retention rates, successful account management, strong profit margin generation and cash flow conversion. The Board has set itself cautious debt leverage targets as part of its M&A strategy.
Seek to understand and meet shareholder needs and expectations
The Directors seek to build on a mutual understanding of objectives between LTG and its shareholders by meeting to discuss long-term issues and receive feedback, communicating regularly throughout the year and issuing trading updates as appropriate.
The CEO and CFO meet with major shareholders and present to analysts after the full-year and interim results announcements, as well as regularly throughout the year. From time to time, the Company will organise ‘Capital Market Days’ to provide further opportunities for shareholders and other stakeholders to meet the Board and senior management. The Company allows investors to address questions and comments to LTG management through the firstname.lastname@example.org link on the corporate website.
The Board also seeks to use the Annual General Meeting to communicate with shareholders, and to give them the opportunity to ask questions and present their views to the whole Board.
Consider wider stakeholder and social responsibilities and their implications for long-term success
LTG takes its responsibilities as a corporate citizen seriously. The Board’s primary goal is to create shareholder value, but in a responsible way which serves all stakeholders.
Further information on our Corporate and Social Responsibility activities can be found here.
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board is responsible for the Group’s risk management and undertakes a systematic review of the key risks and uncertainties which the Group faces. It seeks to embed risk management and to facilitate the implementation of risk management measures throughout the Group’s businesses, and to ensure that all acquired operations are speedily integrated with Group best practice.
The Audit Committee assists the Board in reviewing the systems of internal control. The Board and Group approach to risk is set out in the Audit Committee report and the most recent ‘Principal Risks and Uncertainties’ are identified in the Annual Report for the year ended 31st December 2017.
During 2018, a comprehensive risk register is being developed and reviewed at regular intervals by a committee represented by operational, financial and legal management. As a result of these reviews, mitigating actions are proposed, implemented and their effectiveness regularly monitored.
The Audit Committee will formally review the work of the Risk Management Committee on an annual basis.
Maintain the Board as a well-functioning, balanced team led by the Chairman
The Chairman is responsible for the effective management of the Board. The composition and effectiveness of the Board is reviewed regularly. It was announced in September 2018 that a fourth Non-Executive Director would join the Board.
With effect from 2018, a ‘Board Effectiveness Review’ will be completed annually by the Remuneration Committee, and the results will be debated at the appropriate Board meeting. This review includes an assessment of whether the Board has functioned in compliance with this principle through assessing, inter alia, Directors’ level of skills and experience, the Board’s performance, review of Company strategy, and the quantity and quality of Board meetings.
Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
This is part of the ‘Board Effectiveness Review’ outlined above. A summary of the experience, skills and capabilities of each of the Board of Directors can be found here.
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
This is part of the “Board Effectiveness Review” outlined above.
Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that its prime responsibility is to promote the success of the Group for the benefit of its members as a whole. The Board also understands that it has a responsibility towards employees, partners, customers and suppliers. The Group has a strong ethical culture, always challenging itself to improve and always seeking to meet or exceed the expectations of employees, partners, customers, suppliers and shareholders.
To continue its success, and to fulfil its ambition to remain the global leader in technology-driven workplace learning and talent management solution, the Board recognises that it is vital to continue attracting and retaining the best talent. To do this, LTG works hard to create an environment in which employees at all levels can thrive, develop and achieve their ambitions, but to do so in ways that first and foremost promotes the Group’s values of honesty, trust, loyalty and working together, with a healthy balance of competition and cooperation.
The Group has an anti-bribery policy which each of its businesses has implemented, in addition to adequate procedures to prevent bribery as described by the Bribery Act 2010. The Group also has in place a Whistleblowing policy.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
The Board as a whole is responsible for directing, providing appropriate advice, and supervising the Company’s business strategy, and is responsible to shareholders for the Group’s financial and operational performance, as well as its risk management. The Board delegates the development and implementation of Group strategy and day-to-day management issues to the Executive Directors. The Board reviews and approves the Group’s strategy, budgets and corporate actions.
High-level strategic decisions are discussed and taken by the full Board. Investment decisions (above a de minimis level) are taken by the full Board. Operational decisions are taken by the Managing Directors within the framework approved in the annual financial plan and within a framework of Board-approved authorisation levels.
The Board regulations define a framework of high-level authorities that maps the structure of delegation below Board level, as well as specifying issues which remain within the Board’s preserve. The Board typically meets at least ten times a year to consider a formal schedule of matters, including the operating performance of the business, and to review LTG’s financial plan and business model.
The Board is made up of four Executive Directors, and four Non-Executive Directors. The Board considers that the Non-Executive Directors bring an independent judgement to bear, and is satisfied that between the Directors, it has an effective and appropriate balance of independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively.
All Directors have access to the advice and services of the Company Secretary and other independent professional advisers as required. The Company Secretary role is performed by the Chief Financial Officer, who is also an Executive Director. The Company Secretary is assisted by an in-house legal department and outside advisers in fulfilling his responsibilities. Non-Executive Directors have access to key members of staff and are entitled to attend management meetings in order to familiarise themselves with all aspects of LTG.
It is the responsibility of the Chairman and the Company Secretary to ensure that Board members receive sufficient and timely information regarding corporate and business issues to enable them to discharge their duties.
The number of Board and Committee meetings held, together with the attendance record of each Director, is provided in the Company’s Annual Reports.
The Company has established an Audit Committee and a Remuneration Committee with effect from Admission. Details of the committees are set out below.
The Company has established an Audit Committee, comprising Leslie-Ann Reed and Aimie Chapple. The Audit Committee is chaired by Leslie-Ann Reed and meets at least twice each year. The Committee’s responsibilities include ensuring that appropriate financial reporting procedures are properly maintained and reported on, and meeting with the Company’s auditors and reviewing their reports and accounts and the Company’s internal controls.
The Company has established a Remuneration Committee, comprising Harry Hill and Aimie Chapple. The Remuneration Committee is chaired by Harry Hill and meets at least twice each year. The Remuneration Committee’s responsibilities include 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.
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The compliance with this principle has been addressed through regular meetings with investors, and regular staff and other stakeholder meetings as outlined above.
Country of incorporation and registration
Learning Technologies Group plc is incorporated and registered in England and Wales (registration number: 07176993). Its main country of operation is the United Kingdom. LTG is subject to the UK City Code on Takeovers and Mergers.