Investor Info

Corporate Governance

System1 Group PLC is admitted to trading on AIM. The Board has adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) as the corporate governance code applied by the Company.

The Board recognises that strong governance is central to how System1 builds trust, manages risk and scales with resilience. Good governance supports transparent and responsible decision making, effective oversight, long term shareholder value and high standards of business conduct.

The QCA Code provides a practical, principles based framework for growing quoted companies. The Board applies the QCA Code in a way that is proportionate to System1’s size, stage of development, strategy and risk profile. The Board keeps the Company’s governance arrangements under review, taking account of AIM requirements, regulatory developments, market practice and the needs of shareholders and wider stakeholders.

System1 was awarded the AIM Governance Award 2024, recognising the Company’s commitment to transparency, Board leadership and building long-term value.

The Board

The Board comprises five Non-Executive Directors, including the Non-Executive Chairman, and two Executive Directors. The Board has a mix of leadership, marketing, financial, technology, governance and commercial skills and experience:

Rupert Howell – Non Executive Director appointed on 15 February 2021 (became Chairman on 28 September 2022);
Sophie Tomkins – Non-Executive Director, appointed on 11 June 2018 (became Senior Independent Director on 13 August 2021);
Chris Wilford – Chief Financial Officer, appointed on 26 June 2020;
James Gregory – Chief Executive Officer, appointed on 6 December 2022;
Phil Machray – Non Executive Director appointed on 27 May 2022;
Conrad Bona – Non Executive Director appointed on 1 September 2022.
Lewis Robinson – Non Executive Director appointed on 2 March 2026.

The Board reviews the independence of its Non-Executive Directors annually, taking into account tenure, shareholdings, remuneration, relationships with Executive Directors, other business interests and any circumstances that may affect independent judgement.

The Board currently considers Rupert Howell, Sophie Tomkins, Phil Machray and Conrad Bona to be independent Non-Executive Directors.

The Board keeps any relationships between Directors and significant shareholders under review as part of its assessment of independence, conflicts of interest and appropriate information sharing arrangements.

Renata Ziolko is Company Secretary and was appointed on 28 September 2022.

The Board operates an induction programme for new Non-Executive Directors, reviews its AIM obligations with its Nominated Adviser annually and keeps up to date with governance practice through QCA seminars and training materials.

The Board schedules regular monthly meetings during the year, except in July or August, and convenes additional ad hoc meetings as required.

Roles

The Chairman is responsible for leading the Board, setting its agenda and monitoring its effectiveness.

The Chief Executive Officer is responsible for the day to day leadership of the business and implementation of the Group’s strategy.

The Executive Directors manage the day to day business activities of the Group and report to the Board on performance, strategy, risk and operational matters.

The Non-Executive Directors provide constructive challenge, strategic guidance and oversight of management.

There is a clear division of responsibilities between the Chairman and the Chief Executive Officer, and the responsibilities of each are set out here.

Matters Reserved For The Board

The Board discusses and reviews matters that are important to the business, including strategy, financial performance, risk, internal controls, capital allocation, governance, Board composition and major corporate actions.

Certain decisions are reserved for the Board and can be found here.

Appointment of Directors

The Board formally approves the appointment of all new Directors. Each year at the Annual General Meeting, all Directors retire by rotation and are subject to re-election.

The Nomination Committee supports the Board in reviewing Board composition, succession planning and the appointment of new Directors.

Information Summary

Management provides the Board with information on the Company’s performance and appropriate materials relating to the agenda before Board and Committee meetings.

Board reporting includes financial performance, trading updates, strategic priorities, risk, governance, people matters, stakeholder feedback and other matters requiring Board attention.

Board Committees

The Board is supported by its Committees, each of which operates under written Terms of Reference. Full Terms of Reference are available through the links below.

Audit Committee Terms of Reference

The Audit Committee is responsible for monitoring the integrity of the Group’s financial reporting, reviewing financial controls and risk management systems, overseeing the external audit process and reviewing auditor independence.

Its members are:

The Audit Committee schedules two regular formal meetings per year and meets at other times as necessary.

Full Terms of Reference are available here.

Remuneration Committee Terms of Reference

The Remuneration Committee is responsible for determining remuneration and incentive arrangements for Executive Directors and reviewing senior executive remuneration, incentive structures and broader pay matters where appropriate.

Its members are:

No Director is involved in decisions relating to their own remuneration.

The Remuneration Committee schedules two formal meetings per year and meets at other times as necessary.

Full Terms of Reference are available here.

Nomination Committee Terms of Reference

The Nomination Committee supports the Board in maintaining effective leadership, Board composition and succession planning. It reviews the structure, size and composition of the Board, leads the process for Board appointments and considers the skills, experience, diversity and leadership needs of the Group.

Its members are:

The Nomination Committee meets at least once per year and more frequently if required. The Company Secretary acts as Secretary to the Committee.

Full Terms of Reference are available here.

ESG Committee Terms of Reference

The ESG Committee supports the Board in ensuring that ESG matters are considered as part of the Group’s strategy, culture, risk management and operations. Its remit includes ESG-related risks and opportunities, relevant policies, data ethics, diversity and inclusion, sustainability and ESG disclosures.

Its members are:

Conrad Bona – Non-Executive Director (Chair)
Chris Willford
Emma Cooper
Rebecca Hatherall

The ESG Committee meets at least twice per year and reports to the Board.

Full Terms of Reference are available here.

Board Evaluation

The Board undertakes an annual review of its effectiveness and will consider using an external adviser when deemed necessary.

The Board evaluation considers:

the manner in which the Board is run and operates as a team;
the skills, experience and independence of the Board;
the strategy of the business;
the risks facing the business;
the Company’s ethical values and behaviours; and
engagement with shareholders and other stakeholders.

The Board uses the evaluation process to identify opportunities to improve the effectiveness and efficiency of Board activities and administration.

Shareholder Communications

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

The Board seeks to understand shareholder views through regular engagement, including results roadshows, investor meetings, the Annual General Meeting, RNS announcements, investor presentations and feedback received through the Company’s advisers.

The Executive Directors meet regularly with institutional shareholders and prospective investors. Feedback from those meetings is reported to the Board.

The Chairman and Senior Independent Director are available to meet institutional shareholders on matters relating to governance, Board composition or executive remuneration.

Shareholders who wish to contact the Company can email investorrelations@system1group.com.

The results of AGM resolutions over the last three years can be found here. Historical annual reports can be found here, and notices of General Meetings here.

Other Stakeholders

The Board recognises that System1’s long-term success depends on strong relationships with its customers, employees, suppliers, research partners, investors and wider stakeholders.

The Company undertakes regular client feedback surveys, conducted by a third party, and employee feedback surveys, conducted anonymously. The results are shared with the Board and actions are taken where appropriate. Employee feedback survey results are shared transparently with employees.

Actions taken following client and employee feedback have included:

tailoring product development;
refining the Company’s articulation of its value proposition to clients and employees; and
improving the way the Company communicates with employees.

The Company also maintains senior-level dialogue with key strategic suppliers.

Advisors

All Directors can access the Company’s advisors and obtain independent professional advice at the Company’s expense in performance of their duties as Directors.

The Audit Committee works with the Company’s auditor, Haysmacintyre LLP .

The Board liaises regularly with the Company’s Nominated Advisor, Canaccord Genuity to ensure compliance with AIM Rules.

Strategy

The Board actively participates in setting and regularly reviewing the strategy of the business. It is responsible for ensuring that the Group’s business model remains aligned with the achievement of its strategic objectives.

System1’s strategy is focused on growing its platform-based predictions business, helping the world’s largest brands make confident creative decisions and achieving economies of scale.

The Company sets out its strategy in the Strategic Report, Chairman’s Statement, Chief Executive’s Statement and Financial Review of its Annual Report and Accounts, the latest of which can be found here.

Risk Management

The Board has overall responsibility for the Group’s risk management and internal control framework, including setting the Group’s risk appetite and tolerance. The Executive Team is responsible for managing risk day to day.

The Group has a dedicated internal risk role through the General Counsel, Company Secretary and Director of Risk, supporting the coordination, visibility and reporting of the Group’s enterprise risk framework.

The Board reviews the risks facing the business on a regular basis, including the Group’s principal and emerging risks. The identified principal risks and uncertainties are outlined in the Business Risk Review section of the Annual Report and Accounts, which can be found here.

Key Control and Procedures

The Board is responsible for the Group’s system of internal controls and risk management, and for reviewing the effectiveness of those systems. These systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives, and to provide reasonable, but not absolute, assurance against material misstatement or loss.

The key features of the Group’s internal controls include:

a clearly defined organisational structure with appropriate delegation of authority;
a comprehensive budgeting programme, with an annual budget approved by the Board;
regular Board review of actual results compared with budget and forecasts;
regular Board review of full year expectations;
detailed budgeting and monitoring of costs incurred on the development of new products;
a limited number of Directors and executives authorised to make payments and commit the Company to legal agreements;
regular review of client and employee feedback; and
information security controls, including ISO 27001 accreditation.

Auditor Independence

The Audit Committee reviews the auditor’s independence on a regular basis and takes into account:

the auditor’s objectivity and independence;
the provision of any non-audit services;
the amount of audit and non-audit fees;
the duration of time during which the audit partner has led the audit; and
the audit planning and audit findings reports.

Corporate Culture

The Board recognises that culture is central to the Group’s long-term success. System1 seeks to maintain a culture based on integrity, openness, accountability and client focus.

System1’s culture is guided by its core values – Customer Commitment, Creativity, Collaboration and Conviction – and by its TIDE team behaviours, which describe how colleagues work together. The Board monitors culture through employee engagement feedback, management reporting, confidential whistleblowing channels and exit interviews.

Share Dealing Code

The Company has adopted a share dealing code for Directors and applicable employees, together with a group-wide employee dealing policy, designed to support compliance with UK MAR and Rule 21 of the AIM Rules.

This information was last updated on 27/04/2026.

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Corporate Governance

The Board

Roles

Matters Reserved For The Board

Appointment of Directors

Information Summary

Board Committees

The Board is supported by its Committees, each of which operates under written Terms of Reference. Full Terms of Reference are available through the links below.

Audit Committee Terms of Reference

Remuneration Committee Terms of Reference

Nomination Committee Terms of Reference

ESG Committee Terms of Reference

Board Evaluation

Shareholder Communications

Other Stakeholders

Advisors

Strategy

Risk Management

Key Control and Procedures

Auditor Independence

Corporate Culture

Share Dealing Code

Get In Touch

Request a demo with one of our experts

Request a demo
with one of our experts