1. What the NEDs did for us The benefits non-executive directors bring to Mercator Media Ltd Mercator Media Ltd is… The growth of MML - timeline How the MD got his Board Why EDs need NEDs Why MML needs NEDs – case studies

2. Mercator Media Ltd is… A niche B2B publishing company that owns magazines, events and websites. The largest independent publisher in the commercial marine sector Based in Fareham, employing 40+, with annual turnover £4m Registered in England. Company No: 2427909 www.mercatormedia.com

3. Timeline - the growth of MML YearStaffEDNEDMagEventWebT/O £ pa 19893102000.2m 19936102000.4m 199610102110.6m 200315104152.0m 2006304165112.5m 2009453167114.5m 20125544891510.0m

4. How the MD got his Board 1.Recognised the need to share to grow 2.Appointed Leslie as mentor to MD and Chair of Strategy Review meetings 3.Four executives invited to SR, which became BoD in Dec 2006 4.Appointed part time FD 5.Exec drop outs – to be expected 6.Growing number of Critical Friends

5. Why EDs need NEDs Operational Internal focus Compare with past events Day to day -Shorter term Devil in the detail Management issues Meeting room etiquette Strategic External outlook Forward thinking Longer term plans Joined up overview Director dilemmas Boardroom discipline SHIFT CHANGE: EDs must adjust personal performance to act effectively at Board level

6. Why MML needs NEDs - Case studies Prequalified access to finance BoD inc NED = 25% prequalified Independent point of arbitration Chair avoids need for tribunal. Right of appeal requires independent adjudication. Process handled per ACAS guidelines