MindGym is a leading global behavioural science company

Governance

The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, have developed its procedures to comply with the principles set out in the Quoted Companies Alliance Corporate Governance Code 2018.

Audit and Risk Committee

The Audit and Risk Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on and to ensure the Group’s key risks are identified and monitored.

It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group.

The Audit and Risk Committee meets not less than twice in each financial year and has unrestricted access to the Group’s external auditors.

The Audit and Risk Committee comprises at least two members of whom both shall be independent Non-Executive Directors and one shall have recent and relevant financial experience with competence in accounting or auditing.

Where possible, one member will be a member of the Remuneration and Nomination Committee. The chair of the Audit and Risk Committee is Sally Tilleray and its other members are David Nelson, Ruby McGregor-Smith and Trevor Phillips.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee (i) reviews the performance of the Executive Directors and senior managers, (ii) makes recommendations to the Board on matters relating to their remuneration and terms of service and (iii) develops and maintains procedures for making recommendations for appointments, reappointments and succession planning.

The Remuneration and Nomination Committee also reviews gender pay data and make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time.

The Remuneration and Nomination Committee meets as and when necessary, but at least twice each year. In exercising this role, the Directors have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance.

The Remuneration and Nomination Committee comprises at least two independent Non-Executive Directors and is chaired by a Non-Executive Director who is appointed by the Board in consultation with the two independent Non-Executive Directors. The Chair of the Board shall not be the Chair of the committee.

The Chair of the Remuneration and Nomination Committee is Trevor Phillips, Independent Non-Executive Director and its other members are Joanne Cash, Sally Tilleray, David Nelson, and Ruby McGregor-Smith.

No director or manager is involved in any decisions as to their own remuneration (or that of his or her spouse in the case of Octavius Black and Joanne Cash).

AIM Rule 26

This includes links to information that is being disclosed for the purpose of Rule 26 of the AIM Rules for Companies, ‘Company Information Disclosure’.

Description of Business

MindGym is a leading international behavioural science company delivering business improvement solutions to companies across the world.

Founded in 2000 by entrepreneurs and behavioural science experts Octavius Black and Dr Sebastian Bailey, MindGym now has offices in London, New York, Houston and Singapore and a network of coaches across the world.

It provides integrated culture and behaviour change solutions to blue-chip organisations by deploying a blend of proven, bite-sized live and digital experiences using a highly scalable methodology.

It has a strong market presence with clients that include 62% of the FTSE 100 and 59% of the S&P 100 as well as governments, private companies and not-for-profit organisations.

It employs 346 employees across 3 offices and delivers an average of 400 live, bite-size workshops a week in over 40 countries as well as a new suite of purely digital e-workouts.

Over 500,000 professionals in 584 organisations took part in a MindGym activity last year.

Board of Directors

You can find the Company directors roles near the top of this page.

Country of Incorporation

Mind Gym plc is incorporated in England and Wales and is subject to the UK City Code on Takeovers and Mergers. The main country of operations is the United Kingdom.

Information regarding other exchanges

The Company is not listed on any exchanges or trading platforms other than Alternative Investment Market (AIM) of the London Stock Exchange.

Details of any restrictions on the transfer of AIM securities

There are no restrictions on the transfer of securities.

Number of shares in issue

100,086,516

Percentage of shares not in public hands (as defined in the AIM rules)

65.89%

Financial calendar