Corporate Governance
The Board of Electric Guitar PLC (the “Company” or the “Group”) recognises the importance of sound corporate governance and adopts the Quoted Companies Alliance (the “QCA”) Corporate Governance Code 2018 (the “QCA Code”) insofar as they consider the QCA Code to be appropriate given the Company’s size, board structure, stage of development and resources.
Full details of the Company’s approach to corporate governance are set out in the Admission Document.
Board and committee independence
The Board will meet at least once every two months to review, develop and approve the Company’s strategy, budgets and corporate actions and oversee the Company’s progress towards its goals. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
The Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee with formally delegated duties and responsibilities, as described below.
Audit Committee
The Audit Committee comprises John Hutchinson, Grahame Cook and Caroline Worboys and is chaired by Grahame Cook.
The Audit Committee is responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems, monitoring the need for and, if necessary, the effectiveness of the internal audit function and overseeing the relationship with the external auditors including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings. The Audit Committee meets at least twice a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee meets regularly with the Company’s external auditors.
Remuneration Committee
The Remuneration Committee comprises John Hutchinson, Grahame Cook and Caroline Worboys and is chaired by Caroline Worboys.
The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of the executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors is a matter for the Chair and the executive members of the Board. No Director is involved in any decision as to his or her own remuneration. The Remuneration Committee meets at least twice a year and otherwise as required.
Nomination Committee
The Nomination Committee comprises John Hutchinson, Grahame Cook, and Caroline Worboys and is chaired by John Hutchinson.
The Nomination Committee is responsible for reviewing the structure, size and composition of the Board and identifying and nominating, for the approval of the Board, candidates to fill vacancies on the Board as and when they arise. The Nomination Committee meets once a year and otherwise as required.
Share Dealing Code
The Company will operate its share dealing code (the “Share Dealing Code”), which is compliant with Article 19 of UK MAR and Rule 21 of the AIM Rules for Companies. The Share Dealing Code will apply to any person discharging managerial responsibility, including the Directors, the senior management and any closely associated persons and applicable employees.
QCA Governance Code
QCA Principles
The Board is responsible to shareholders for setting the Group’s strategy by maintaining the policy and decision-making process around which the strategy is implemented; ensuring that necessary financial and human resources are in place to meet strategic aims; monitoring performance against key financial and non-financial indicators; providing leadership whilst maintaining the controls for managing risk; overseeing the system of risk management; and setting values and standards in corporate governance matters.
The Company’s business model and strategy is set out in the Admission document. In summary, the Company’s strategy is to acquire and scale businesses that help marketers maximise the value of first-party data by curating, managing and deploying it, and in doing so making Electric Guitar the industry standard for first-party data solutions.
The Company intends to pursue growth both by acquisition and organically. The Board intends to employ strict capital discipline and a robust filtering process when reviewing acquisition opportunities.
The Directors believe that the Company’s model and growth strategy will help to promote long-term value for Shareholders. An update on strategy will be given from time to time in the strategic report that is included in the annual report and accounts of the Company.
The Board endeavours to engage in clear and consistent dialogue with both existing and potential Shareholders to understand their needs and expectations, and to ensure that the Company’s strategy, business model and progress are clearly understood. The Board also maintains regular contact with its advisers in order to ensure that the Board develops an understanding of the views of the investor community about the Company.
The Board will communicate with its Shareholders through:
● the Company’s annual report and accounts;
● the Company’s interim and full-year results announcements;
● trading updates (where required or appropriate);
● presentations to Shareholders from time to time;
● the Company’s annual general meetings; and
● the investor relations section of the Company’s website.
● Unpublished price sensitive information will be disclosed in as timely a manner as possible and within regulatory requirements for disclosure via a Regulatory Information Service.
The Board views the Company’s annual general meeting (“AGM”) as an important forum for communication between the Company and its Shareholders and encourages Shareholders to express their views on the Company’s business activities and performance. The chairs of the Board and all committees, together with all other Directors, will routinely attend the AGM and be available to answer questions raised by Shareholders. The Board intends to engage with Shareholders who do not vote in favour of resolutions at the AGM to understand their motivation.
At other times the Chair will be the primary contact for Shareholders and Shareholders can email questions and comments via the Company’s Investor Relations agents. Regular meetings will be held between the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and institutional investors and analysts to ensure that the Company’s strategy, financials and business developments are communicated effectively.
The Board recognises the importance of corporate social responsibility and seeks to take account of the interests and feedback from all the Company’s stakeholders, including its investors, customers, suppliers, partners and employees when operating the Group’s business.
The Company’s operations are located in the UK and Singapore in addition to a presence in the US. The Company’s local managers will provide a first point of contact for stakeholders to receive information on the Company’s activities and provide feedback on any issues or concerns they may have.
The Board believes that fostering an environment in which employees act in an ethical and socially responsible fashion is critical to its long term success. The Company will seek to ensure continued engagement with its employees, clients, suppliers, shareholders and the wider public via:
● having processes in place designed to ensure regular dialogue between employees and senior management; and
● technological means, using the functionality of social media platforms and software to gain insights and feedback from its clients, suppliers, partners and the public.
The principal risks facing the Company are set out in the Admission document. The Company recognises that risk is inherent in all of its business activities and is an important part of the Board’s formulation of strategy. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. The Board is assisted in this matter by the Audit Committee.
The Board routinely monitors risks that could materially and adversely affect the Company’s ability to achieve its strategic goals, financial condition and results of operations. The effectiveness and adequacy of mitigating controls are assessed and if additional controls are required, these will be identified and responsibilities assigned. The Board is supported by senior management personnel who collectively play a key role in risk management and regularly report to the Board.
A review of these risks will be carried out on an annual basis and each year the Company’s annual report and accounts will contain a section setting out what the Board considers to be the main risks faced by the Group.
The Group maintains commercial insurance at a level it believes is appropriate against certain risks commonly insured in the industry in which the Group operates.
The Board comprises six Directors, of whom John Regan and Richard Horwood are executive Directors and John Hutchinson, David Eldridge, Caroline Worboys and Grahame Cook are non-executive Directors. Caroline Worboys and Grahame Cook are independent non-executive Directors. The biographies of the Directors are set out in the Admission document and on the Company website. The Board is satisfied that it has a suitable balance between independence and knowledge of the Company to enable it to discharge its duties and responsibilities effectively.
Each member of the Board is committed to spending sufficient time to enable them to carry out their duties. During a normal financial year it is expected that at least six formal Board meetings will take place. The Board is responsible for the management of the Company’s business (including formulating, reviewing and approving the Company’s strategy, financial activities and operating performance), for which purpose the Directors may exercise all the powers of the Company. The Directors may delegate such powers to any person or committee as they think fit and those powers may be sub-delegated with the authority of the Directors. The Directors may revoke any delegation of powers.
The Board has established audit, remuneration and nomination committees with formally delegated duties and responsibilities. Each committee is currently comprised entirely of non-executive directors, and a majority of independent non-executive directors.
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests must be reported to and, where appropriate, agreed with the rest of the Board.
The following table shows the Directors attendance at scheduled Board and Committee meetings during the financial period ending 31 October 2022.
| Name | Board | Audit | Remuneration | Nomination |
|---|---|---|---|---|
| John Regan | 11/11 | 4/4 | 4/4 | 2/2 |
| Richard Horwood | 11/11 | 4/4 | 4/4 | 2/2 |
| John Hutchinson | 11/11 | 4/4 | 4/4 | 2/2 |
| Sarfraz Munshi | 11/11 | 4/4 | 4/4 | 2/2 |
The Directors come from a range of backgrounds and have a wide variety of experience and traits which means that the Board is satisfied that it is well balanced and has the skills, and other attributes appropriate for the size and stage of development of the Company necessary to deliver the Company’s strategy. The biographies of the Directors which are set out in the Admission document describe the relevant skills and experience of each of the Directors.
The Nomination Committee is responsible for continuing to evaluate the balance of skills, knowledge and experience and the size, structure and composition of the Board and its committees, retirements and appointments of additional and replacement Directors and committee members and making appropriate recommendations to the Board on such matters.
At each annual general meeting, any Director:
(a) who has been appointed by the Board since the preceding annual general meeting; or
(b) who held office at the time of the two preceding annual general meetings and who did not retire at either of them; or
(c) who has held office with the Company, other than employment or executive office, for a continuous period of nine years or more at the date of the meeting,
shall retire from office but shall be eligible for re-appointment.
The Company Secretary will provide Directors with updates on key developments relating to the Company and legal, HR and governance matters (including advice from the Company’s brokers, lawyers and advisers).
The Board has not yet adopted any formal policy on its own diversity but it is committed to fair and equal opportunity subject to ensuring appointees are appropriately qualified and experienced for their roles.
The Company retains the services of independent advisers including financial, legal, and investor relations advisers that are available to the Board and who provide support and guidance to the Board and complement the Company’s internal expertise. The Directors will receive relevant training, and have access to such specialist advice, to ensure they are able to conduct themselves in accordance with evolving regulations and best practice, and to fulfil their roles satisfactorily.
The Company’s process for evaluating the performance of the Board, its committees and individual Directors, will primarily be undertaken by the Nomination Committee. The Nomination Committee will regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations and review the results of any Board performance evaluation process that relate to the composition of the Board.
The Nomination Committee shall also make recommendations to the Board concerning plans for succession for both executive and non-executive Directors and any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company (subject to the provisions of the law and their service contract).
The Company is committed to ensuring that the Group operates according to the highest ethical standards and the Board has primary responsibility for achieving this. The Directors believe that the main determinant of whether a business behaves ethically and with integrity is the quality of its people and the Board, together with the Group’s HR function, takes great care to ensure that all individuals employed by the Group demonstrate the required high levels of integrity. The Group has also adopted formal policies addressing, inter alia, bribery and corruption, the use of social media and a code for dealing in the Company’s shares.
The Board recognises that decisions of the Directors regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The culture is set by the Board and is considered and discussed at Board meetings, and the Board is aware that the tone and culture it sets impacts all aspects of the Company and the way that employees behave. The Board promotes a culture of integrity, honesty, non-discrimination, trust and respect, and all employees of the Company are expected to operate in an ethical manner in all of their internal and external dealings.
The Company strives to be a good corporate citizen and respects the laws of the countries in which it operates. Each year the Company’s annual report and accounts will contain a Corporate and Social Responsibility section which will address its people, its values, diversity, employee welfare and involvement, employment, training, career development and promotion of disabled persons, health and safety, ethical and social policies, human rights, product development, impact on the environment, greenhouse gas emission and slavery and human trafficking.
The Chair leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team.
The Board will meet at least six times a year and more frequently as required, and will supplement its meetings with frequent telephone and online discussions. In accordance with the Company’s Articles, the presence of at least two Directors will be required to form a quorum. An agenda and supporting documentation, including management accounts, will be circulated at least five days in advance of each meeting. The Board is collectively responsible for the long-term success of the Company and provides leadership to the Company within a framework of effective controls, checks and balances. The Senior management team, led by the Chief Executive, is responsible for the day to day running of the business, with key decisions (including those considered to directly relate to implementation of the Company’s strategy) being reserved for the Board.
The Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee. Relevant matters are considered by each committee and recommendations are taken to the full Board. Each committee meets at least twice per year and otherwise as required. The role of each committee established by the Board is summarised above.
The Board intends to review the Company’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.
The Board recognises that it is accountable to Shareholders for the performance and activities of the Company and to this end is committed to maintaining good communication and having constructive dialogue with its Shareholders.
The Board will communicate with Shareholders in a number of ways, including via:
● the Company’s annual report and accounts;
● the Company’s interim and full-year results announcements;
● RNS announcements; and
● the Company’s AGM.
The Board considers the Company’s AGM to be an important forum for communication between the Company and its Shareholders and encourages Shareholders to express their views on the Company’s business activities and performance.
A range of corporate information, including annual reports, notices of general meetings and other regulatory announcements, is available to Shareholders, investors and the public in general through the Company’s website www.electricguitarplc.com which will be updated on a regular basis.
Corporate Governance
The Board of Electric Guitar PLC (the “Company” or the “Group”) recognises the importance of sound corporate governance and adopts the Quoted Companies Alliance (the “QCA”) Corporate Governance Code 2018 (the “QCA Code”) insofar as they consider the QCA Code to be appropriate given the Company’s size, board structure, stage of development and resources.
Full details of the Company’s approach to corporate governance are set out in the Admission Document.
Board and committee independence
The Board will meet at least once every two months to review, develop and approve the Company’s strategy, budgets and corporate actions and oversee the Company’s progress towards its goals. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
The Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee with formally delegated duties and responsibilities, as described below.
Audit Committee
The Audit Committee comprises John Hutchinson, Grahame Cook and Caroline Worboys and is chaired by Grahame Cook.
The Audit Committee is responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems, monitoring the need for and, if necessary, the effectiveness of the internal audit function and overseeing the relationship with the external auditors including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings. The Audit Committee meets at least twice a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee meets regularly with the Company’s external auditors.
Remuneration Committee
The Remuneration Committee comprises John Hutchinson, Grahame Cook and Caroline Worboys and is chaired by Caroline Worboys.
The Remuneration Committee is responsible for determining and agreeing with the Board the framework for the remuneration of the executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors is a matter for the Chair and the executive members of the Board. No Director is involved in any decision as to his or her own remuneration. The Remuneration Committee meets at least twice a year and otherwise as required.
Nomination Committee
The Nomination Committee comprises John Hutchinson, Grahame Cook, and Caroline Worboys and is chaired by John Hutchinson.
The Nomination Committee is responsible for reviewing the structure, size and composition of the Board and identifying and nominating, for the approval of the Board, candidates to fill vacancies on the Board as and when they arise. The Nomination Committee meets once a year and otherwise as required.
Share Dealing Code
The Company will operate its share dealing code (the “Share Dealing Code”), which is compliant with Article 19 of UK MAR and Rule 21 of the AIM Rules for Companies. The Share Dealing Code will apply to any person discharging managerial responsibility, including the Directors, the senior management and any closely associated persons and applicable employees.
QCA Governance Code
QCA Principles
The Board is responsible to shareholders for setting the Group’s strategy by maintaining the policy and decision-making process around which the strategy is implemented; ensuring that necessary financial and human resources are in place to meet strategic aims; monitoring performance against key financial and non-financial indicators; providing leadership whilst maintaining the controls for managing risk; overseeing the system of risk management; and setting values and standards in corporate governance matters.
The Company’s business model and strategy is set out in the Admission document. In summary, the Company’s strategy is to acquire and scale businesses that help marketers maximise the value of first-party data by curating, managing and deploying it, and in doing so making Electric Guitar the industry standard for first-party data solutions.
The Company intends to pursue growth both by acquisition and organically. The Board intends to employ strict capital discipline and a robust filtering process when reviewing acquisition opportunities.
The Directors believe that the Company’s model and growth strategy will help to promote long-term value for Shareholders. An update on strategy will be given from time to time in the strategic report that is included in the annual report and accounts of the Company.
The Board endeavours to engage in clear and consistent dialogue with both existing and potential Shareholders to understand their needs and expectations, and to ensure that the Company’s strategy, business model and progress are clearly understood. The Board also maintains regular contact with its advisers in order to ensure that the Board develops an understanding of the views of the investor community about the Company.
The Board will communicate with its Shareholders through:
● the Company’s annual report and accounts;
● the Company’s interim and full-year results announcements;
● trading updates (where required or appropriate);
● presentations to Shareholders from time to time;
● the Company’s annual general meetings; and
● the investor relations section of the Company’s website.
● Unpublished price sensitive information will be disclosed in as timely a manner as possible and within regulatory requirements for disclosure via a Regulatory Information Service.
The Board views the Company’s annual general meeting (“AGM”) as an important forum for communication between the Company and its Shareholders and encourages Shareholders to express their views on the Company’s business activities and performance. The chairs of the Board and all committees, together with all other Directors, will routinely attend the AGM and be available to answer questions raised by Shareholders. The Board intends to engage with Shareholders who do not vote in favour of resolutions at the AGM to understand their motivation.
At other times the Chair will be the primary contact for Shareholders and Shareholders can email questions and comments via the Company’s Investor Relations agents. Regular meetings will be held between the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and institutional investors and analysts to ensure that the Company’s strategy, financials and business developments are communicated effectively.
The Board recognises the importance of corporate social responsibility and seeks to take account of the interests and feedback from all the Company’s stakeholders, including its investors, customers, suppliers, partners and employees when operating the Group’s business.
The Company’s operations are located in the UK and Singapore in addition to a presence in the US. The Company’s local managers will provide a first point of contact for stakeholders to receive information on the Company’s activities and provide feedback on any issues or concerns they may have.
The Board believes that fostering an environment in which employees act in an ethical and socially responsible fashion is critical to its long term success. The Company will seek to ensure continued engagement with its employees, clients, suppliers, shareholders and the wider public via:
● having processes in place designed to ensure regular dialogue between employees and senior management; and
● technological means, using the functionality of social media platforms and software to gain insights and feedback from its clients, suppliers, partners and the public.
The principal risks facing the Company are set out in the Admission document. The Company recognises that risk is inherent in all of its business activities and is an important part of the Board’s formulation of strategy. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. The Board is assisted in this matter by the Audit Committee.
The Board routinely monitors risks that could materially and adversely affect the Company’s ability to achieve its strategic goals, financial condition and results of operations. The effectiveness and adequacy of mitigating controls are assessed and if additional controls are required, these will be identified and responsibilities assigned. The Board is supported by senior management personnel who collectively play a key role in risk management and regularly report to the Board.
A review of these risks will be carried out on an annual basis and each year the Company’s annual report and accounts will contain a section setting out what the Board considers to be the main risks faced by the Group.
The Group maintains commercial insurance at a level it believes is appropriate against certain risks commonly insured in the industry in which the Group operates.
The Board comprises six Directors, of whom John Regan and Richard Horwood are executive Directors and John Hutchinson, David Eldridge, Caroline Worboys and Grahame Cook are non-executive Directors. Caroline Worboys and Grahame Cook are independent non-executive Directors. The biographies of the Directors are set out in the Admission document and on the Company website. The Board is satisfied that it has a suitable balance between independence and knowledge of the Company to enable it to discharge its duties and responsibilities effectively.
Each member of the Board is committed to spending sufficient time to enable them to carry out their duties. During a normal financial year it is expected that at least six formal Board meetings will take place. The Board is responsible for the management of the Company’s business (including formulating, reviewing and approving the Company’s strategy, financial activities and operating performance), for which purpose the Directors may exercise all the powers of the Company. The Directors may delegate such powers to any person or committee as they think fit and those powers may be sub-delegated with the authority of the Directors. The Directors may revoke any delegation of powers.
The Board has established audit, remuneration and nomination committees with formally delegated duties and responsibilities. Each committee is currently comprised entirely of non-executive directors, and a majority of independent non-executive directors.
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests must be reported to and, where appropriate, agreed with the rest of the Board.
The following table shows the Directors attendance at scheduled Board and Committee meetings during the financial period ending 31 October 2022.
| Name | Board | Audit | Remuneration | Nomination |
|---|---|---|---|---|
| John Regan | 11/11 | 4/4 | 4/4 | 2/2 |
| Richard Horwood | 11/11 | 4/4 | 4/4 | 2/2 |
| John Hutchinson | 11/11 | 4/4 | 4/4 | 2/2 |
| Sarfraz Munshi | 11/11 | 4/4 | 4/4 | 2/2 |
The Directors come from a range of backgrounds and have a wide variety of experience and traits which means that the Board is satisfied that it is well balanced and has the skills, and other attributes appropriate for the size and stage of development of the Company necessary to deliver the Company’s strategy. The biographies of the Directors which are set out in the Admission document describe the relevant skills and experience of each of the Directors.
The Nomination Committee is responsible for continuing to evaluate the balance of skills, knowledge and experience and the size, structure and composition of the Board and its committees, retirements and appointments of additional and replacement Directors and committee members and making appropriate recommendations to the Board on such matters.
At each annual general meeting, any Director:
(a) who has been appointed by the Board since the preceding annual general meeting; or
(b) who held office at the time of the two preceding annual general meetings and who did not retire at either of them; or
(c) who has held office with the Company, other than employment or executive office, for a continuous period of nine years or more at the date of the meeting,
shall retire from office but shall be eligible for re-appointment.
The Company Secretary will provide Directors with updates on key developments relating to the Company and legal, HR and governance matters (including advice from the Company’s brokers, lawyers and advisers).
The Board has not yet adopted any formal policy on its own diversity but it is committed to fair and equal opportunity subject to ensuring appointees are appropriately qualified and experienced for their roles.
The Company retains the services of independent advisers including financial, legal, and investor relations advisers that are available to the Board and who provide support and guidance to the Board and complement the Company’s internal expertise. The Directors will receive relevant training, and have access to such specialist advice, to ensure they are able to conduct themselves in accordance with evolving regulations and best practice, and to fulfil their roles satisfactorily.
The Company’s process for evaluating the performance of the Board, its committees and individual Directors, will primarily be undertaken by the Nomination Committee. The Nomination Committee will regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations and review the results of any Board performance evaluation process that relate to the composition of the Board.
The Nomination Committee shall also make recommendations to the Board concerning plans for succession for both executive and non-executive Directors and any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company (subject to the provisions of the law and their service contract).
The Company is committed to ensuring that the Group operates according to the highest ethical standards and the Board has primary responsibility for achieving this. The Directors believe that the main determinant of whether a business behaves ethically and with integrity is the quality of its people and the Board, together with the Group’s HR function, takes great care to ensure that all individuals employed by the Group demonstrate the required high levels of integrity. The Group has also adopted formal policies addressing, inter alia, bribery and corruption, the use of social media and a code for dealing in the Company’s shares.
The Board recognises that decisions of the Directors regarding strategy and risk will impact the corporate culture of the Company and that this will impact performance. The culture is set by the Board and is considered and discussed at Board meetings, and the Board is aware that the tone and culture it sets impacts all aspects of the Company and the way that employees behave. The Board promotes a culture of integrity, honesty, non-discrimination, trust and respect, and all employees of the Company are expected to operate in an ethical manner in all of their internal and external dealings.
The Company strives to be a good corporate citizen and respects the laws of the countries in which it operates. Each year the Company’s annual report and accounts will contain a Corporate and Social Responsibility section which will address its people, its values, diversity, employee welfare and involvement, employment, training, career development and promotion of disabled persons, health and safety, ethical and social policies, human rights, product development, impact on the environment, greenhouse gas emission and slavery and human trafficking.
The Chair leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team.
The Board will meet at least six times a year and more frequently as required, and will supplement its meetings with frequent telephone and online discussions. In accordance with the Company’s Articles, the presence of at least two Directors will be required to form a quorum. An agenda and supporting documentation, including management accounts, will be circulated at least five days in advance of each meeting. The Board is collectively responsible for the long-term success of the Company and provides leadership to the Company within a framework of effective controls, checks and balances. The Senior management team, led by the Chief Executive, is responsible for the day to day running of the business, with key decisions (including those considered to directly relate to implementation of the Company’s strategy) being reserved for the Board.
The Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee. Relevant matters are considered by each committee and recommendations are taken to the full Board. Each committee meets at least twice per year and otherwise as required. The role of each committee established by the Board is summarised above.
The Board intends to review the Company’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.
The Board recognises that it is accountable to Shareholders for the performance and activities of the Company and to this end is committed to maintaining good communication and having constructive dialogue with its Shareholders.
The Board will communicate with Shareholders in a number of ways, including via:
● the Company’s annual report and accounts;
● the Company’s interim and full-year results announcements;
● RNS announcements; and
● the Company’s AGM.
The Board considers the Company’s AGM to be an important forum for communication between the Company and its Shareholders and encourages Shareholders to express their views on the Company’s business activities and performance.
A range of corporate information, including annual reports, notices of general meetings and other regulatory announcements, is available to Shareholders, investors and the public in general through the Company’s website www.electricguitarplc.com which will be updated on a regular basis.