Mark

MARK SLADE

Chief Executive Officer

Mark is one of the advertising industries leading lights with numerous senior relationships across the ad tech and media giants. He joins us from Opera Mediaworks, where he was Managing Director, EMEA. Mark founded and sold his mobile advertising business 4th Screen to Opera, and then helped grow the business to over $100m in revenues. Mark’s expertise is in executing in a high growth ad tech sector as well as European acquisitions. He joined the Board in June 2017.

David Rae

DAVID RAE

Chief Financial Officer

David is an accomplished CFO with a wealth of public company, growth and international business experience within the technology and energy sectors. David is currently the CFO of SmartXpo Solutions Limited, the AI and machine learning company to the global events industry. Prior to this, he was CFO of STC Energy Management Limited, a leading energy software technology provider, where he led the sale of the company to Inspired Energy PLC. Previously, David was a non-executive director of Pixels Limited, (formerly AIM quoted as Pixel Interactive Media Limited) which was recently acquired by Gravity4, with responsibility for corporate governance and investor relations.

Kelvin

Kelvin Harrison

Non-Executive Chairman

Kelvin Harrison is a chartered engineer with extensive experience in executive and non-executive roles across the information technology, media and telecommunications sector. His involvement has spanned from start up, through VC and PE investment to IPOs on LSE and AIM and exits via trade sale. He was previously CEO of Vega Group plc and Maxima Holdings plc, which he founded and grew to more than £50M revenues, £9M pbt and 500 staff. He was also CEO of Symbionics Group, a pioneer in wireless technologies such as Bluetooth, and an NED with UBC Media Group plc. He has led high growth of revenues and profits in British and International businesses, with a recent focus on Software as a Service (SaaS). He was Chairman of NetDespatch which was recently purchased in a strategic acquisition by Royal Mail Group. He is also Chairman of Traveltek, Atlas Cloud and Clixifix.

Shaun

SHAUN GREGORY

Non-Exec Director

Shaun has been a Non-Executive Director at Location Sciences since June 2014. Shaun has held a number of executive roles at some of the most respected international media and technology businesses such as Telefónica, Telegraph Media Group and EMAP. He currently serves as CEO of Exterion Media, a leading international outdoor advertising Company, backed by Platinum Private Equity. Shaun is also a Non-Executive Director on various Boards, including Ocean Outdoor, and has served as Non-Executive Chairman for companies including Weve and Tag Man. In the industry, Shaun serves as the Vice Chairman for FEPE, and has previously served on the Board on numerous Trade Bodies, including the Mobile Marketing Association and The Advertising Association.

Benjamin Chilcott

Non-Exec Director

Benjamin co-founded the management consultancy company, Concise, which was acquired by iris Worldwide, the integrated marketing agency in 2008. Post-acquisition, the company became the strategy and consulting arm of iris Worldwide, with Benjamin taking up the role of CEO for iris Concise, as well as serving on the Board of Iris Worldwide. Benjamin is also non-executive Chairman to the electronic receipts company, yReceipts.

CORPORATE GOVERNANCE

THE QUOTED COMPANY ALLIANCE (QCA) CODE

The Directors recognise the importance of good corporate governance in order to protect and build upon the substantial investments made by our diverse shareholder base. We have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’), which was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. The Directors anticipate that whilst the Company will continue to comply with the QCA Code, given the Group’s size and plans for the future, it will also endeavour to have regard to the provisions of the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size and nature. To see how the Company addresses the key governance principles defined in the QCA Code please refer to the below table. Further information on compliance with the QCA Code will be provided in the Company’s next annual report and accounts for the year ending 31 December 2018.

Kelvin Harrison, Non-executive Chairman

This disclosure was last reviewed and updated on 21 September 2018

THE PRINCIPLES OF THE QUOTED COMPANY ALLIANCE (QCA) CODE

DELIVER GROWTH

QCA Code PrincipleApplication (as set out by QCA)What we do and why
1. Establish a strategy and business model which promote long-term value for shareholdersThe board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.The Location Sciences Group’s strategy is explained fully within the Strategic Report section on pages 11 to 14 of its Report and Accounts for the year ended 31 December 2017. Our strategy is focused around the following key areas: profitable sales growth, introducing new products, building our data lake, enhancing our operational capabilities and supporting these with complementary strategic acquisitions. The key challenges to the business and how these are mitigated are detailed on pages 12 to 14 of the Company’s Report and Accounts for the year ended 31 December 2017.
2. Seek to understand and meet shareholder needs and expectationsDirectors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base. The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.The Location Sciences Group encourages two-way communication with both its institutional and private investors and responds in a timely manner to all queries received. The CEO and CFO communicate regularly with the Group’s institutional shareholders and ensures that their views are communicated fully to the Board. The Board recognises the Company’s AGM as an important opportunity to meet with the Company’s private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM. Where voting decisions are not in line with the Company’s expectations, the Board will engage with those shareholders to understand and address any issues. The Company Secretary is the main point of contact for such matters. The Directors have also undertaken to organise various events throughout the year (presentations, seminars, webinars) for existing and potential shareholders to gain a greater understanding of the Company’s strategy, products and market.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term successLong-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations. Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.The Location Sciences Group is committed to continually improve all aspects of its business. The Location Sciences Group conducts employee opinion surveys to receive employees’ feedback on all aspects of employment with the Location Sciences Group. Actions such as recent office relocations were as a result of employee feedback. The Location Sciences Group encourages feedback from its customers through direct engagement with individual customers on a frequent basis. Actions such as adapted client dashboards were as a result of customer feedback. The Location Sciences Group encourages feedback from its suppliers through frequent communication with them. Actions such as streamlined invoicing process were as a result of supplier feedback.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisationThe board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer. Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).Risk Management, which is set out on pages 12 to 14 of the Company’s Report and Accounts for the year ended 31 December 2017 details risks to the business, how these are mitigated and the change in the identified risk over the last reporting period. The Board considers risk to the business at every Board meeting (at least 6 meetings are held each year) and the risk register is updated at each meeting. The Company formally reviews and documents the principal risks to the business at least annually.

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

QCA Code PrincipleApplication (as set out by QCA)What we do and why
5. Maintain the board as a well- functioning, balanced team led by the chairThe board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board. The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non- executive directors. Independence is a board judgement. The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Directors must commit the time necessary to fulfill their roles.The Location Sciences Group is controlled by the Board of Directors. Kelvin Harrison, the Non-executive Chairman, is responsible for the running of the Board and Mark Slade, the Chief Executive, has executive responsibility for running the Group’s business and implementing Group strategy. Over the last 18 months the Company has made wholesale changes to its Board to develop and execute a new corporate strategy. All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. In addition, minutes of the meetings of the Directors of the main UK subsidiary are circulated to the Company’s Board of Directors. All Directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in the furtherance of the duties, if necessary, at the company’s expense. The Board comprises two Executive Directors and three Non-Executive Directors, all of whom fully meet the accepted definitions of independence The Board has a formal schedule of matters reserved to it and is supported by the Audit, Remuneration and Nominations Committee. The Committees' terms of reference are available on the Company’s website www.locationsciences.ai/investor-relations/board-governance.
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilitiesThe board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition. The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board. As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.The Nominations Committee of the Board oversees the process and makes recommendations to the Board on all new Board appointments. Where new Board appointments are considered, the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender. The Nominations Committee also considers succession planning. The Board carries out an evaluation of its performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness. The Company Secretary supports the Chairman in addressing the training and development needs of the Directors.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvementThe board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors. The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team. It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.The Board carries out an evaluation of its performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness. All Directors undergo a performance evaluation before being proposed for re- election to ensure that their performance is, and continues to be, effective, that where appropriate they maintain their independence and that they are demonstrating continued commitment to the role. New Directors resign and stand for re-election at the Company’s first AGM following their appointment. One-third of continuing Directors stand for re-election on an annual basis.
8. Promote a corporate culture that is based on ethical values and behavioursThe board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage. The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company. The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.The Location Sciences Group recognises that its business activities have direct and indirect impacts on the societies and environments in which it operates. It is the policy of the Company that all of its businesses endeavour to manage these potential impacts in a responsible manner. The Location Sciences Group believes that sound and appropriate performance in relation to corporate social responsibility is linked to business success. The Location Sciences Group is committed to reviewing and continuously improving its corporate social responsibility programme and encouraging its business partners to strive for the same objectives and levels of performance. The Location Sciences Group is committed to pursuing these aims and compliance with the associated policies set out below. The stage and level of implementation varies according to the specific market sector and level of maturity of each operating business unit. The Location Sciences Group has formalised its Corporate Social Responsibility through a framework of policies which is included on its website under “CSR Policy” www.locationsciences.ai/csr-policy.
9. Maintain governance structures and processes that are fit for purpose and support good decision- making by the boardThe company should maintain governance structures and processes in line with its corporate culture and appropriate to its: • size and complexity; and • capacity, appetite and tolerance for risk. The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.The Corporate Governance Statement on pages 15 & 16 of the Company’s Report and Accounts for the year ended 31 December 2017 details the Company’s governance structures and why they are appropriate and suitable for the Company.

BUILD TRUST

QCA Code PrincipleApplication (as set out by QCA)What we do and why
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. In particular, appropriate communication and reporting structure should exist between the board and all constituent parts of its shareholder base. This will assist: • the communication of shareholders’ views to the board; and • the shareholders’ understanding of the unique circumstances and constraints faced by the company. It should be clear where these communication practices are described (annual report or website).The Locations Sciences Group encourages two-way communication with both its institutional and private investors and responds promptly to all queries received. The CEO and CFO communicate regularly with the Group’s institutional shareholders and ensure that their views are communicated fully to the Board. The Board recognises the Company’s AGM as an important opportunity to meet with the Company’s private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM. The Directors have also undertaken to organise various events throughout the year (presentations, seminars, webinars) for existing and potential shareholders to gain a greater understanding of the Company’s strategy, products and market.

Our audit committee is responsible for ensuring the financial performance of Location Sciences® is properly monitored and reported on, the effectiveness of accounting systems and financial reporting procedures. Location Sciences’ Audit Committee consists of Shaun Gregory and Kelvin Harrison, who acts as Non-Executive Chairman of the committee.

Audit Committee Terms of Reference

Location Sciences’ remuneration committee is responsible for the specific remuneration and incentive packages for each of the company’s executive directors, senior executives and managers. Location Sciences’ Remuneration Committee consists of Shaun Gregory and Kelvin Harrison, who acts as Non-Executive Chairman of the committee.

Remuneration Committee Terms of Reference

The nomination committee is responsible for reviewing and making proposals to the Board on the appointment of Directors and meets as necessary. Location Sciences’ nomination committee consists of Kelvin Harrison, who acts as Non-Executive Chairman of the committee, and Shaun Gregory.

Full terms of reference are available at our registered office: 3 Bunhill Row, London EC1Y 8YZ.

Nomination Committee Terms of Reference