Following the recent consultation by the London Stock Exchange, new AIM Ruleswere published in March 2018. One of the key amendments is in respect of AIM Rule 26 (as set out in AIM Notice 50), which now requires AIM companies to state on their website which recognised corporate governance code they apply and how they have applied that code.
The Board of Directors of MelodyVR Group PLC are committed to developing and applying high standards of corporate governance appropriate to the Company's size and stage of development. The Board of Directors has adopted the QCA Code, revised in April 2018 as devised by the Quoted Companies Alliance.
The Quoted Companies Alliance is the independent membership organisation that champions the interests of small to mid-size quoted companies. The QCA Code takes key elements of good governance and applies them in a manner which is workable for the different needs of growing companies.
A revised version of the QCA Code (the "Revised Code") was published in April 2018, based on the 'comply or explain' principle.
The QCA Code is constructed around ten broad principles (accompanied by an explanation of what these principles entail, under 'application') and a set of disclosures. The Code states what is considered to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures.
The table below sets out the principles, the application recommended by the QCA code. It then sets out how MelodyVR Group complies with the requirements and if there are any departures from the code, providing links to appropriate disclosures where applicable. These are based upon the recommended disclosures provided in the QCA code.
These disclosures were last reviewed on the 25 July 2019.
QCA PRINCIPLE | APPLICATION | HOW MELODYVR GROUP COMPLIES | DEPARTURES AND REASONS | LINKS |
DELIVER GROWTH | ||||
1. Establish a | The board must be able to express a | The Board of Directors has clearly set | None | Annual Report pg. 3-4 |
strategy and | shared view of the company's | out the vision for MelodyVR Group PLC | ||
business model | purpose, business model and | for the medium to long term | ||
which promote | strategy. It should go beyond the | communicating this with stakeholders | ||
long-term value | simple description of products and | through regulatory announcements as | ||
for shareholders | corporate structures and set out | well as interim and annual financial | ||
how the company intends to deliver | reports. | |||
shareholder value in the medium to | ||||
long-term. It should demonstrate | The Board of Directors meet on a | |||
that the delivery of long-term | ||||
regular basis to discuss the strategic | ||||
growth is underpinned by a clear set | ||||
direction of the Company and progress | ||||
of values aimed at protecting the | ||||
in achieving against its aims. | ||||
company from unnecessary risk and | ||||
securing its long-term future. | ||||
MelodyVR Group PLC provides detailed | ||||
disclosure on the Company's business | ||||
model and strategy in the Annual | ||||
Report and regulatory announcements. | ||||
Strategic objectives and risks are | ||||
disclosed here as well. | ||||
2. Seek to | Directors must develop a good |
understand and | understanding of the needs and |
meet shareholder | expectations of all elements of the |
needs and | company's shareholder base. The |
expectations | board must manage shareholders' |
expectations and should seek to | |
understand the motivations behind | |
shareholder voting decisions. | |
MelodyVR Group PLC has a Board of Directors with experience in understanding the needs and expectations of its shareholder base. It supplements this board by inviting experienced advisors to Board meetings and discussions as well as consulting professional advisers in the form of NOMAD and Broker, and Auditor who provide advice and recommendations in various areas of its communications with shareholders.
MelodyVR Group PLC engages with shareholders in the following way:
- The Company website has been designed as an information hub providing up to date information to shareholders. The website is reviewed on a regular basis to ensure the information is up to date, relevant and contains copies of all Company communications and public documents.
- The Company provides regular updates to the market via the Regulatory News Service.
The Company does not currently have a dedicated investor relations role nor corporate PR firm. The Board feels that this is appropriate given the size and stage of development of the Company.
Contact details: https://melodyvr.group/conta ct/
Copies of the Company's annual report:
Annual Report
Copies of regulatory announcements: https://melodyvr.group/news
/
- The Company's Annual Report provides the required information with regard to historical performance, strategy and objectives of the Company.
- An Annual General Meeting is held to which all shareholders are invited and may engage with the Board of Directors.
- The Executive management team meet with shareholders regularly to discuss the Company's performance and business model and strategy and feedback from these meetings is reported to the Board.
- Contact details for the Company are provided on the Company website along with public documents.
3. Take into | Long-term success relies upon good |
account wider | relations with a range of different |
stakeholder and | stakeholder groups both internal |
social | (workforce) and external (suppliers, |
responsibilities | customers, regulators and others). |
and their | The board needs to identify the |
implications for | company's stakeholders and |
long-term success | 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. | |
Resources and relationships on which the business relies are its customers, shareholders, employees, rights holders and suppliers.
The Company's long term success is reliant on a number of key partnerships that have been secured that encompass music rights, venues rights and technologies. The Board continues to deepen and expand these relationships to develop all opportunities available to the business.
Employees are encouraged to raise any concerns they may have with relevant management and are also provided with independent contact should they not want to engage directly with their managers.
The Company monitors social media channels, shareholder communication channels as well as customer support portals to ensure stakeholder feedback is considered and acted upon where appropriate
Contact details: https://melodyvr.group/conta ct/
Hely & FAQs: https://melodyvr.com/help/
4. Embed | The board needs to ensure that the |
effective risk | company's risk management |
management, | framework identifies and addresses |
considering both | all relevant risks in order to execute |
opportunities and | and deliver strategy; companies |
threats, | need to consider their extended |
throughout the | business, including the company's |
organisation | 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). | |
MelodyVR Group PLC recognises that | None | Annual Report pg. 6 |
risk is inherent in all of its business | ||
activities and that these risks can have | ||
a financial, operational or reputational | ||
impact. The Company's system of risk | ||
identification, supported by established | ||
governance controls, ensures that it | ||
effectively responds to such risks, | ||
whilst acting ethically and with | ||
integrity for the benefit of all of our | ||
stakeholders. Once identified, risks are | ||
evaluated to establish root causes, | ||
financial and non-financial impacts, and | ||
likelihood of occurrence. The | ||
effectiveness and adequacy of | ||
mitigating controls are assessed. If | ||
additional controls are required, these | ||
will be identified and responsibilities | ||
for implementing them assigned. | ||
The Company's management is | ||
responsible for monitoring the progress | ||
of actions to mitigate key risks. The risk | ||
management process is continuous; | ||
when material are captured in a risk | ||
register and key risks are reported to | ||
the Audit Committee and to the full | ||
Board. | ||
The Board is responsible for setting the strategic direction and management of the of the Company while ensuring that there are established and adequate policies and procedures in place to safeguard Company assets and resources. It is the directors' responsibility to oversee the financial position of the Company and monitor its business and affairs, on behalf of the shareholders, to whom they are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal controls and risk management.
The Board is comprised of five directors, two of whom are non - executives.
The non-executive directors bring a wide range of skills and experience to the Company, as well as independent judgment on strategy, risk and performance. The independence of each non-executive director is assessed at least annually.
The Board of Directors meet at least six times a year as a full board.
While it is acknowledged that the | Details and experience of the |
role of Chairman and CEO is | board: |
currently conducted by the same | https://melodyvr.group/board |
individual, the Board is seeking up | -and-committee/ |
to three additional non-executive | |
members and have engaged | |
recruitment specialists to find | |
suitable candidates. While the role | |
of Chairman and CEO is | |
traditionally separated in the | |
United Kingdom (UK), United States | |
of America (US) investors and | |
shareholders will often advise the | |
role to be conducted by the same | |
individual. Considering the balance | |
of MelodyVR Group PLC | |
shareholders that are UK vs. US | |
based, the Board feels that it is | |
appropriate for these roles to be | |
conducted by the same individual - | |
acknowledging that additional non | |
- executive representation will | |
provide the required balance | |
necessary. | |
Both non - executive directors have | |
received option/warrant awards | |
and are thus not considered | |
independent. As detailed below, | |
the Board have engaged | |
recruitment specialists with the | |
mandate of finding additional non - |
The board has appointed a number of subcommittees to assist in its activities.
The terms of reference of the board committees are reviewed regularly and are available on the Company's website. The Remuneration Committee consists of Simon Cole (Committee Chairman) and Grant Dollens. It is responsible for reviewing the performance of the senior executives and for determining their levels of remuneration as well as determining any options awards to employees and contractors.
The Audit Committee consists of two non-executive Directors: Andy Botha (Committee Chairman) and Simon Cole. The Audit Committee meets at least twice a year to consider the annual and interim financial statements as well as the audit plan. The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the financial statements and internal control systems.
executive Board members. The new members (once hired) will receive remuneration in such a way so as not to impair their independence.
6. Ensure that The board must have an appropriate
between them balance of sector, financial and
the directors have public markets skills and experience, the necessary up- as well as an appropriate balance of
to-date | personal qualities and capabilities. |
experience, skills | The board should understand and |
and capabilities | 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 Board of MelodyVR Group PLC has | None | Director Details |
been assembled to allow each director | ||
to contribute the necessary mix of | ||
experience, skills and personal qualities | ||
to deliver the strategy of the company | ||
for the benefit of the shareholders over | ||
the medium to long term. Full details of | ||
the Board Members and their relevant | ||
experience and skills can be found on | ||
the Company website: MelodyVR | ||
Group.com/board-and-committee/ | ||
Together the Board of Directors have | ||
the relevant music sector experience, | ||
the skills associated with running large | ||
public companies, technical skills and | ||
technical and financial qualifications to | ||
assist the Company in achieving its | ||
stated aims. | ||
The Directors keep their skillsets up to | ||
date through the range of roles they | ||
perform, external training (where | ||
necessary) and consideration of | ||
technical and industry updates. | ||
The Board has sought external advice and assistance from recruitment specialists on engaging additional non - executive directors with relevant experience. In addition to this advice the Board seeks advice in the normal course of business from Board advisors, auditors, lawyers and tax compliance specialists. No other external advisers have been engaged by the Board of Directors, except as noted above.
The role of Company Secretary provided with technical support (where necessary) from the Company's lawyers, this is considered adequate at the Company's current stage of development.
7. Evaluate board | The board should regularly review | MelodyVR Group PLC internally | The Board will consider the | |
performance | the effectiveness of its performance | assesses the effectiveness of the Board | need for external performance | |
based on clear | as a unit, as well as that of its | at every Board meeting, given its | review and will take | |
and relevant | committees and the individual | current stage of development as an | appropriate action when it is | |
objectives, | directors. The board performance | entity this is considered adequate at | deemed appropriate. | |
seeking | review may be carried out internally | the moment. As highlighted above the | ||
continuous | or, ideally, externally facilitated | Board have engaged Recruitment | ||
improvement | from time to time. The review | specialists to engage additional non - | ||
should identify development or | executive Directors with relevant skill | |||
mentoring needs of individual | sets. | |||
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. | ||||
8. Promote a | The board should embody and | The executive team promote the | None | |
corporate culture | promote a corporate culture that is | corporate culture and ideals the Board | ||
that is based on | based on sound ethical values and | consider provide the greatest | ||
ethical values and | behaviours and use it as an asset | competitive advantage, the desired | ||
behaviours | and a source of competitive | ethical behaviours across all levels of | ||
advantage. The policy set by the | the Company as well as the Corporate | |||
board should be visible in the | values. These are communicated by the | |||
actions and decisions of the chief | executive team across the entire | |||
executive and the rest of the | business through daily interaction and | |||
management team. Corporate | senior supervision which is considered | |||
values should guide the objectives | adequate given the current scale of the | |||
and strategy of the company. The | organisation. | |||
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 | ||||
9. Maintain | The company should maintain | The current governance structures are | None | |
governance | governance structures and | considered adequate for the current | ||
structures and | processes in line with its corporate | stage of the company. | ||
processes that are | culture and appropriate to its: size | |||
fit for purpose | and complexity; and capacity, | The board has appointed a number of | ||
and support good | appetite and tolerance for risk. The | subcommittees to assist in its activities. | ||
decision-making | governance structures should | The terms of reference of the board | ||
by the board | evolve over time in parallel with its | committees are reviewed regularly and | ||
objectives, strategy and business | are available on the Company's website | |||
model to reflect the development of | melodyvr.group.com/board-and- | |||
the company. | committee/ | |||
As referred to above, additional non- | ||||
executive Board members are currently | ||||
being sought. |
BUILD TRUST | ||||
10. Communicate | A healthy dialogue should exist | The Company communicates with its | None | Annual Report |
how the company | between the board and its | shareholders through its Annual Report | ||
is governed and is | stakeholders, including | and Accounts, annual and interim | Copies of regulatory | |
performing by | shareholders, to enable all | announcements, the AGM and | announcements: | |
maintaining a | interested parties to come to | individual meetings with shareholders. | http://melodyvr.group.com/n | |
dialogue with | informed decisions about the | Copies of all annual reports, notices | ews/ | |
shareholders and | company. Appropriate | and governance-related material are | ||
other relevant | communication and reporting | available on the company website: | ||
stakeholders | structures should exist between the | www.melodyvr.group.com | ||
board and all constituent parts of its | ||||
shareholder base. This will assist: | The executive management team | |||
the communication of shareholders' | meets with the Company's investors | |||
views to the board; and the | through briefings at least twice a year, | |||
shareholders' understanding of the | coinciding with the Company's annual | |||
unique circumstances and | and interim results and at other times | |||
constraints faced by the company. It | during the year. | |||
should be clear where these | ||||
communication practices are | ||||
described (annual report or | ||||
website). |
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MelodyVR Group plc published this content on 11 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2020 10:53:10 UTC