Corporate governance statement

Directors, senior managers and employees

At 31 December 2021, there were five male and one female directors of the Company and the Company had 74 other employees.

Section 172 Statement

Under section 172 of the Companies Act 2006 (“Section 172”), a director of a company must act in a way that they consider, in good faith, and would most likely promote the success of the company for the benefit of its members as a whole, taking into account the non-exhaustive list of factors set out in Section 172.

Section 172 also requires directors to take into consideration the interests of other stakeholders set out in Section 172(1) in their decision making.

Bidstack’s key stakeholders include its investors, employees, advertisers and advertising agencies, technology partners and games developers and publishers.

The Company’s strategy is to expand and further monetise its product suite primarily through the execution and roll out of its arrangements with Azerion and Xaxis to place multiple ad formats within Bidstack’s rapidly growing inventory across mobile, PC, cloud gaming and VR formats. In addition, the Company expects to further develop its associated complementary technologies to create technology-only and software-as-a-service transactions that are expected to drive additional recurring revenue over and above the Group’s advertising revenue. Upon the successful implementation of the Company’s strategy, the Company is likely to have an expanded range of internal and external stakeholders, relations with which the Board will take into consideration when making decisions on Company strategy.

Engagement with our Shareholders plays an essential role in Bidstack’s business. We are cognisant of fostering an effective and mutually beneficial relationship with our Shareholders. Our understanding of our Shareholders is factored into boardroom discussions regarding the potential long-term impacts of our strategic decisions.

Post the reporting period end, the Directors have continued to have regard to the interests of the Company’s stakeholders, including the potential impact of the Group’s future activities on the community, the environment and the Company’s reputation when making decisions. The Directors also continue to take all necessary measures to ensure the Company is acting in good faith and fairly between Shareholders and is promoting the success of the Company for its Shareholders in the long-term.

The table below acts as our Section 172 statement by setting out the key stakeholder groups, their interests and how the Company engages with them. Given the importance of stakeholder focus, long-term strategy and reputation to the Company, these themes are also discussed elsewhere in this Annual Report.

Stakeholder

Our Investors

Why we engage

We maintain and value regular dialogue with our financial stakeholders throughout the year and place great importance on our relationship with them. We know that our investors expect a comprehensive insight into the financial performance of the Company, and awareness of long-term strategy and direction. As such, we aim to provide high levels of transparency and clarity about our results and long-term strategy and to build trust in our future plans. In addition, we seek independent analyst coverage and comment regularly to Shareholders in relation to the Group’s performance vis-à-vis market expectations.

How we engage

• Regular independent analysis of the Group and its performance for the benefit of investors
• Annual Report
• Company website
• Shareholder circulars
• AGM
• RNS announcements
• Press releases

Stakeholder

Our Employees

Why we engage

Our people are at the heart of the growth of our business. Effective employee engagement leads to an effective, incentivised, healthier workforce who are invested in the success of the Group and who are all pulling in the same direction. Our engagement seeks to address any employee concerns regarding working conditions, health and safety, training and development, as well as workforce diversity.

How we engage

• Introduction of the role of Head of People and Culture
• Improving the range of benefits offered to employees
• Evaluation and feedback processes for employees and management
• Competitive rewards packages
• Encouraging employee training and development
• Flat communication structure with Executive Board

Stakeholder

Advertisers and Advertising Agencies

Why we engage

The advertisers and advertising agencies which work with the Group have unique requirements that require understanding, diligence and trust in our offering. We listen to and engage with advertisers and agencies on a constant basis to ensure that we understand their needs and can provide solutions that address them. We strive to ensure that relevant information is easily accessible and customer concerns are dealt with in a timely and professional manner.

How we engage

• Continual dialogue and communication at both commercial and technology levels with advertisers and advertising agencies
• Continual review of feedback to ensure satisfaction
• Dedicated team for Client Services and Operations to ensure advertiser and agency concerns are addressed
• Face to face meetings with brands and agencies to further develop relationships

Stakeholder

Technology Partners

Why we engage

Our technology is at the centre of our business. We connect with programmatic sales and publishing platforms, media measurement and verification, game engines and other interfaces. We are also expanding our business with technology only and software-asa-service offerings. We work closely with third party software engineers and developers and technology suppliers such as Moat by Oracle.

How we engage

• Appointed Chief Technology and Product Officer
• Work closely with technology providers to understand and resolve issues
• Understanding from our technology team results in positive feedback from third parties

Stakeholder

Games Developers and Publishers

Why we engage

We have a growing number of games developers and publishers with whom we have built strong relationships with and strongly value. These developers and publishers are key to growing our inventory of advertising opportunities which is the bedrock of our attractiveness to advertisers and advertising agencies. We establish effective technical and commercial engagement channels to ensure our relationships remain collaborative and forward focused, and to foster relationships of mutual trust and loyalty.

How we engage

• Building strong partnerships with games developers and publishers through open two-way dialogue, technology integration processes and regular face to face meetings
• The integration of our technology into additional games provides tangible evidence of the success of our relationships with games developers and publishers allowing ongoing review and monitoring of relevant performance levels

The above statement should be read in conjunction with the Strategic Report (on pages 64 to 67 of the 2021 Annual Report) and the Company’s Corporate Governance Statement.

The Strategic Report was approved by the Board of Directors on 27 April 2022 and was signed on its behalf by:

James Draper

CEO of Bidstack Group PLC

27 April 2022