Board and governance | Mind Gym UK

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Octavius Black Co-Founder and Chief Executive Officer

Octavius Black is the Co-Founder and CEO of MindGym, which he co-founded in 2000. Octavius co-authored MindGym’s four books and has written in The Times, Financial Times and The Sunday Telegraph. Prior to founding MindGym, 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.

Ruby McGregor-Smith Board Chair

Ruby McGregor-Smith is the Board Chair at MindGym. Ruby is the President of the British Chambers of Commerce and a member of the House of Lords. She also chairs the Air Operators Association, is a Non-Executive Director at the Department of Education and the Tideway Tunnel and Senior Advisor at Mace Group. Ruby was the Chief Executive of MITIE Group PLC, the strategic outsourcing company, employing over 65,000 people predominantly in the UK. She is one of a small number of women who have held the position of Chief Executive in the FTSE 100 and FTSE 250 and is the first Asian woman to be appointed in such a role within that group of companies. She was recognized as a top 50 female world business leader by the FT in 2013. Ruby was also an Independent Non-Executive Director of PageGroup, appointed to the Board in May 2007. She chaired the Audit Committee, was a Member of Nomination and Remuneration Committees and also latterly their Senior Independent Director. Committee membership: Member of the Remuneration and Nomination Committee and member of the Audit and Risk Committee.

Sebastian Bailey, PhD. Co-Founder and Executive Director

Dr. Sebastian Bailey is the Co-Founder and Executive Director of MindGym. Sebastian has led the development of MindGym’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 MindGym’s proposition. Sebastian co-authored the four MindGym 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 MindGym 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.

Sally Tilleray Senior Independent Non-Executive Director

Sally Tilleray is the Senior Independent Non-Executive Director on the MindGym Board. Sally 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 and became Non-Executive Chairman of digital agency, Kagool during 2020. In July 2019 she became a Non-Executive Director of NAHL plc, the AIM-listed consumer legal focussed marketing and services business. 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. Committee membership: Chair of the Audit and Risk Committee and member of the Remuneration and Nomination Committee.

Trevor Phillips OBE ARCS FIC Independent Non-Executive Director

Trevor Phillips is Independent Non-Executive Director on the MindGym Board. Trevor is a writer and television producer. He is the co-founder of the data analytics consultancy Webber Phillips, and Chairman of Green Park Interim and Executive Search. He is the Chairman of the global freedom of expression campaign charity Index on Censorship; a Senior Fellow at the Policy Exchange think tank; and a Vice-President of the Royal Television Society. He was the President of the John Lewis Partnership Council until 2018, and founding chair of the Equality and Human Rights Commission. Committee membership: Chair of the Remuneration and Nomination Committee and member of the Audit and Risk Committee.

David Nelson Non-Executive Director

David Nelson is Non-Executive Director on the MindGym Board. David is an advisor to the CEO, and therefore not regarded as independent. 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 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). Committee membership: Member of the Audit and Risk Committee and the Remuneration and Nomination Committee.

Joanne Cash Non-Executive Director

A former barrister, Joanne was called to the bar in 1994 and practised as a human rights barrister until 2010. She co-founded Parent Gym in 2009, joined the Board of MindGym in 2011 and was Board Chair from 2014 to July 2021. Previous roles include Vice-Chair of the Fawcett Society and board advisor to Women2Win. Joanne read English Literature at Lady Margaret Hall, Oxford University. Committee membership: Member of the 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, 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 Ruby McGregor-Smith, Independent Non-Executive Director and its other members are Joanne Cash, and Sally Tilleray, David Nelson, and Trevor Phillips. 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).