Corporate Governance

Immotion Group PLC is committed to good corporate governance and has adopted the corporate governance guidelines of the Quoted Companies Alliance (QCA).

This page outlines the ways in which the Company applies QCA’s ten principles corporate governance.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

Immotion aims to become a market leader in the out-of-home virtual reality (“VR”) market through its “Create, Publish and Distribute” model, with the objective of creating recurring revenues from a large installed base of VR systems.

The Company combines its VR content and motion platform hardware to offer consumers in leisure destinations, such as shopping malls and family entertainment centres, state of the art VR experiences, for a wide range of ages, in approximately 5 minute episodes.

Immotion aims to to deliver shareholder value in the medium to long-term by building a large installed base of motion platforms, through sale, concession partnerships, and its own VR experience centres. Immotion serves its own and third party published content and experiences earning revenue from each cycle. As the installed base grows, it is envisaged that the group will begin to achieve economies of scale in content creation, as well as positioning it to be the ‘go to’ distribution partner for other producers of high-end VR content.

Principle 2: Seek to understand and meet shareholder needs and expectations

The Company is fully committed to building and maintaining strong relationships with its shareholders and considers the understanding of shareholders’ needs fundamental to a successful company.

The Chief Executive Officer and Finance Director are active in meeting with and preparing presentations for institutional investors, particularly following half year and full year results; meeting with private investors from time to time; and engaging in regular dialogue with the Company’s broker with view to gauging shareholder sentiment.

The Company’s Annual General Meeting (AGM) is the main forum for discussing Company matters with shareholders, addressing shareholder queries and understanding their needs and expectations. Notice of the AGM and proposed resolutions are sent to shareholders at least 21 days prior to the AGM. Shareholders and their representatives are invited to fully participate and vote in the AGM and are also given the opportunity to vote by proxy. Voting results are published after the AGM.

Outside of the AGM, the Company convenes general meetings where shareholder approval is required or appropriate on particular matters, seeks input from major institutional investors from time to time in relation to Company policy and seeks to respond promptly to shareholder queries sent to its designated shareholder email address: investors@immotion.co.uk.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Company seeks to ensure continued engagement with its stakeholders via the following channels:

  • a monthly email newsletter to employees which keeps all staff abreast of changes going on within the group;
  • posting updates publicly via social media platforms, including Twitter, Facebook and LinkedIn, inline with the Group’s social media policy; and
  • through the RNS and RNS Reach services.

Stakeholder feedback is routed through to the relevant team member at Immotion as appropriate to act upon as is seen fit.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Company has a Risk Committee, comprised of the Audit Committee and the Finance Director, which meets twice each year.  The committee examines the key risks that impact the Company and assesses the adequacy of the Company’s mitigation strategies.  It has the power to call on Executive Directors and senior management for the purposes of seeking information as well as making recommendations.

The Company will include details of the principal risks and uncertainties it faces in future Annual Reports.  In the interim, the Company details of key risk factors identified for the Company are outlined in Part II of the Company’s Admission Document.

Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair

The Board is comprised of four Executive and two Non-Executive Directors, all of whom are subject to reappointment by shareholders in the AGM following their appointment to the Board, after which they must continue to seek reappointment in accordance with the Company’s Articles of Association.

The Directors’ biographies are set out here.

Despite the common directorships held by Sir Robin Miller, Martin Higginson and David Marks, the Board considers both Non-Executive Directors to be independent.

Future Annual Reports will include details of the number of Board and Committee meetings taken place each year.  Until the Company’s first Annual Report is released, this is an area where the Company is not fully compliant with the QCA’s principles of corporate governance.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Company considers the Board to possess an appropriate mix of skills and experience, though this is kept under regular review.

The Directors’ biographies, together with Committee composition and internal advisory responsibilities, are set out here and in Principle 9 below.

The Directors keep themselves informed of key developments relating to the Company, the sector in which the Company operates and the legal and regulatory framework through consultations with the Company’s employees, nominated advisor, auditors and legal advisors.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Led by the Chairman, the Board has a process for evaluation of its own performance, that of its Committees and individual Directors, including the Chairman. This process is conducted annually by the Remuneration Committee.  The Remuneration Committee will compare Board performance against targets

Executive Directors are given annual objectives and reviews.

All Directors must stand for reappointment by shareholders in accordance with the Company’s Articles of Association.

The Board may utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning.

Principle 8: Promote a culture that is based on ethical values and behaviours

The Company seeks to achieve the highest ethical standards and behaviour in conducting its business, with integrity, openness, diversity and inclusiveness being high priority from the Board to senior management and throughout the workforce.

The Company has adopted an Anti-Bribery Policy and health and safety, any other policies which all staff are required to adhere to and are easily available from the Company Secretary.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The roles of the Chairman and the Chief Executive Officer are separated and clearly defined. The Chairman provides leadership to the Board. Working together with the Company Secretary, the Chairman is responsible for setting the agenda for Board meetings, ensuring that the Board receives the information that it needs to properly participate in Board meetings in a timely and user-friendly fashion and that the Board has sufficient time to discuss issues on the agenda. The Chief Executive Officer is responsible for leadership of the Company’s senior management team and its employees on a day to day basis. In conjunction with senior management, the Chief Executive Officer is responsible for the execution of strategy approved by the Board and the implementation of Board decisions.

The Board has established Audit, Disclosure, Nomination, Remuneration and Risk Committees with formally delegated duties and responsibilities.  Details of the Risk Committee are disclosed under Principle 4 above.  Details of the other four Committees are as follows:

The Audit Committee is chaired by Nicholas Lee and meet at least twice per year.  Sir Robin Miller also serves on the Audit Committee. The Audit Committee’s responsibilities include: ensuring that appropriate financial reporting procedures are properly maintained and reported on; meeting with the Company’s auditors to discuss matters of relevance, including risk issues; ensuring the internal controls of the Company are properly maintained; reviewing the financial statements prior to issue to the shareholders; and reviewing reports from the Company’s auditors.

The Disclosure Committee is chaired by Martin Higginson, and has been established to  ensure compliance with the AIM Rules and the Market Abuse Regulations (MAR) concerning the management of inside information.  The Disclosure Committee works closely with the Board to ensure that the Company’s nominated adviser is provided with any information it reasonably request or requires in order for it to carry out its responsibilities under the AIM Rules and the AIM Rules for Nominated Advisers. The Disclosure Committee meet as required. David Marks and Sir Robin Miller also sit on the Disclosure Committee.

The Nomination Committee is chaired by Sir Robin Miller and has been established to identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee will meet as required. Nicholas Lee also serves on the Nomination Committee.

 The Remuneration Committee is chaired by Sir Robin Miller and meets at least twice per year.  Nicholas Lee also serves on the Remuneration Committee.  The Remuneration Committee’s responsibilities include reviewing the performance of the Executive Directors, setting their remuneration levels, determining the payment of bonuses and considering the grant of options under the share options schemes.  Martin Higginson and David Marks will also attend the Remuneration Committee but shall not be involved in decisions regarding their own remuneration and, other than providing input to the Non-Executives, shall not have a vote on the Remuneration Committee.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Company communicates with shareholders and other stakeholders through its Annual and Interim Reports, regulatory and non-regulatory announcements, its investor relations website, social media posts, its designated email address, its AGM and face-to-face meetings.

Future Annual Reports will include Audit and Remuneration Committee reports.  Until the Company’s first Annual Report is released, this is an area where the Company is not fully compliant with the QCA’s principles of corporate governance.

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