Board and governance

Board

Octavius Black Co-Founder and Chief Executive Officer
Octavius Black is the Co-Founder and CEO of Mind Gym, which he co-founded in 2000. Octavius co-authored Mind Gym’s four books and has written in The Times, Financial Times and The Sunday Telegraph. Octavius co-founded Parent Gym with Joanne Black. Prior to founding Mind Gym, Octavius was a director of the organisational communications consultancy Smythe Dorward Lambert and prior to that he was an analyst at Booz Allen Hamilton. Octavius read Philosophy, Politics and Economics at The Queen’s College, Oxford University.
Joanne Black Non-Executive Board Chair
Joanne Black is the Non-Executive Board Chair at Mind Gym, and a former barrister and parliamentary candidate. Joanne was called to the bar in 1994 and practised as a human rights barrister until 2010. She co-founded Parent Gym in 2009 and joined the Board of Mind Gym in 2011 becoming Non-Executive Chair in 2014. Other previous roles include Vice-Chair of the Fawcett Society and board advisor to Women2Win. Joanne read English Literature at Lady Margaret Hall, Oxford University.
Sebastian Bailey Co-Founder and Executive Director
Dr. Sebastian Bailey is the Co-Founder and Executive Director of Mind Gym. Sebastian has led the development of Mind Gym’s products since its inception, from the portfolio of 90-minute workout to the latest digital eWorkouts. Sebastian conducted the definitive academic research on how to maximise the transfer of learning, which underpins Mind Gym’s proposition. Sebastian co-authored the four Mind Gym books. Sebastian gained a PhD from Bristol University with a thesis entitled “Maximising transfer: How learning translates into action in organisations.”
Richard Steele Chief Financial Officer
Richard Steele joined Mind Gym as Chief Financial Officer in March 2018. From 2012 until January 2018, Richard served as Finance Director of Cook Trading Limited, the frozen ready meal retailer. Prior to this, he was Finance Director at the retailer White Stuff Limited from 2007 to 2012. Richard has also held a variety of finance roles within Principles Retail Limited and Easy Group and started his career at Tate and Lyle plc where he qualified as an accountant and worked for 10 years from 1989.
Baroness Diana "Dido" Mary Harding Independent Non-Executive Director and Senior Independent Director
Baroness Diana "Dido" Mary Harding is Senior Independent Non-Executive Director on the Mind Gym board. Dido is also a non-executive director on The Court of the Bank of England and Chair of the Bank’s Remuneration Committee. Dido was previously Chief Executive of TalkTalk Telecom Group plc from 2010 to May 2017 and prior to that held a variety of senior roles at both J Sainsbury plc and Tesco plc. Dido has also served on the boards of The British Land Company plc and Cheltenham Racecourse. In August 2014, Dido was offered a peerage and sits in the House of Lords as a Conservative peer. She was appointed to the Economic Affairs Committee of the Lords in July 2017. Dido is a trustee of Doteveryone, a think tank which champions responsible technology and she is a member of the UK National Holocaust Foundation Board. Dido became Chair of NHS Improvement on 30 October 2017.
Sally Tilleray Independent Non-Executive Director
Sally Tilleray is Independent Non-Executive Director on the Mind Gym board. Sally has served as Group Chief Operating Officer and Finance Director at Huntsworth plc, the international public relations and healthcare communications group, from 2004 to 2014. Sally is an experienced marketing services agency executive and has been Non-Executive Chairman at Cognito Europe since 2016. From 1999 to 2003, she held the role of CFO Europe for Predictive Inc., an IT network consulting business which undertook an IPO on Nasdaq in 2000. Prior to this, she held senior finance positions at Imperial Software, Unique Solutions, Dowty Communications and Sunlight. She started her CIMA qualification at Bayer UK and completed it while working at Schlumberger plc.
David Nelson Non-Executive Director
David Nelson is Non-Executive Director on the Mind Gym board. David qualified as a chartered accountant in 1987 and has been a partner of Dixon Wilson since 1990, serving as Senior Partner from 2008 to 2018. David is a non-executive director of a number of family-owned companies. He is an adviser to UK-based families and their businesses, advising on financial and tax matters 24 in the UK and overseas. He is also a trustee of a number of UK trusts. David is a non-executive director on the board of Daily Mail and General Trust plc (LSE: DMGT) and also sits on the Audit and Risk Committee and Remuneration and Nomination Committee.

Governance

The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, has 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 will have 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 will receive and review 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 will meet not less than twice in each financial year and will have 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 appointed by the Board. The chair of the Audit and Risk Committee on Admission will be Sally Tilleray and its other members will be Dido Harding and David Nelson.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee will (i) review the performance of the Executive Directors and senior managers, (ii) make recommendations to the Board on matters relating to their remuneration and terms of service and (iii) develop and maintain procedures for making recommendations for appointments, reappointments and succession planning. The Remuneration and Nomination Committee will also review 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 will meet as and when necessary, but at least twice each year. In exercising this role, the Directors shall 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 an independent 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 on Admission will be Dido Harding and its other members will be David Nelson, Joanne Black and Sally Tilleray. No director or manager shall be involved in any decisions as to their own remuneration (or that of his or her spouse in the case of Octavius Black and Joanne Black).

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