© Everyman Media 2023
The information below was last updated on 22 September 2023
The Board is committed to maintaining high standards of corporate governance. The Board considers that the Group complies with the Quoted Companies Alliance Corporate Governance Code for small and mid-size quoted companies (“QCA code”) so far as it is practicable having regard to the size, nature and current stage of development of the Group. This report follows the structure of these guidelines and explains how we have applied the guidance. We will provide annual updates on our compliance with the QCA Code. The Board recognises that the Group does not fully comply with the 10 principles and general provisions of the QCA Code but the Board does use it as a benchmark in assessing its corporate governance standards. Areas of non-compliance are disclosed below and in the Corporate Governance Report in the Company’s latest Annual Report.
It is my responsibility as Chairman of the Board of Directors of Everyman Media Group PLC to ensure that the Group has both sound corporate governance and an effective Board. This is managed by ensuring that the Group and the Board are acting in the best interests of shareholders, and by making sure that the Board discharges its responsibilities appropriately. This includes creating the right Board dynamic and ensuring that all important matters, in particular strategic decisions, receive adequate time and attention at Board meetings.
Key governance matters which have arisen during the year include the departure of the Executive Chairman of the Board of Directors of the Company, Paul Wise in February 2023 and the appointment of Philip Jacobson as Non-Executive Chairman.
While seeking to build a strong governance framework, the Board is mindful of ensuring that the Company take a proportionate approach and that processes remain fit for purpose as well as embedded within the culture of the organisation. The Company continues to evolve its approach and make ongoing improvements as part of building a successful and sustainable company.
Good governance provides a framework that allows the right decisions to be taken by the right people at the right time. As the Company grows over the medium to long term, the Board is targeting full compliance with the QCA code.
Philip Jacobson, Chairman
The Board is primarily responsible for enhancing shareholders’ interests over the medium to long-term. It does this by:
Day-to-day management is devolved to the Executive Directors, who are charged with consulting the Board on all significant financial and operational matters. The Board meets at least ten times a year to review, formulate and approve the Company’s strategy, budgets, corporate actions and oversee the Company’s progress towards its goals. All Directors are encouraged to challenge and to bring independent judgement to bear on all matters, both strategic and operational.
The Board retains ultimate accountability for governance and is responsible for monitoring the activities of the executive team. No one individual has unfettered powers of decision. The roles of Chairman and Chief Executive Officer are split in accordance with best practice.
It is important that the board itself contains the right mix of skills and experience in order to deliver the strategy of the Company. As such, the board is comprised of:
The Chairman of the Company is Philip Jacobson. The Chairman has the responsibility of ensuring that the Board discharges its responsibilities. The Chairman has a key role in creating and planning the strategic direction of the Company and also has an active role in the branding of Everyman and the creative direction of the Company and its cinemas. The Chairman is deemed independent.
The three Executive Directors comprise of an Executive Director, Chief Executive Officer (“CEO”) and Finance Director (“FD”). Alex Scrimgeour was appointed as CEO in January 2021 and has taken on responsibility of the day-to-day leadership of the business.
Will Worsdell is the FD and Adam Kaye is an Executive Director who supports the Company in identifying and negotiating new pipeline opportunities.
The Executive team has the overall responsibility for implementing and integrating the strategic direction of the Company. This includes responsibility for all components and departments of a business. The Executive team ensures that the organisation's leadership maintains a constant awareness of both the external and internal competitive landscape, opportunities for expansion, customer base, markets, new industry developments and standards.
The FD works alongside the Executive team and has overall control and responsibility for all financial aspects of the Company’s strategy. This includes overall responsibility of the Company’s accounting function and ensures that the Company’s financial systems are robust, compliant and support current activities and future growth. The FD will coordinate corporate finance and manage company policies regarding capital requirements, debt, taxation, equity and acquisitions as appropriate.
ONE Advisory Limited as acts as Everyman’s Company Secretary and ensures that Board procedures are followed and that the Company complies with all applicable rules, regulations and obligations governing its operation as an AIM-listed entity, including Market Abuse Regulation (“MAR”). The Chairman is responsible for ensuring that the necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. All Directors have access to the advice of the Company’s solicitors as well as access to independent professional advice, at the Company’s expense, as and when required.
The Non-Executives of the Company other than the Chairman, are Michael Rosehill, Charles Dorfman, Maggie Todd and Ruby McGregor-Smith. The following Non-Executive Directors are deemed non-independent:
Philip Jacobson has an interest in 98,336 Ordinary Shares. The Company considers Philip Jacobson, Maggie Todd and Ruby McGregor-Smith to be independent. Maggie Todd and Ruby McGregor-Smith do not hold any shares in the Company.
The QCA code recommends a balance between Executive and Non-Executive Directors and recommends that there be at least two Independent Non-Executives, and the Company has achieved this through the appointment of three Independent Non-Executive Directors. The Board is cognisant that two of its Non-Executive Directors are not deemed independent and will take this into account when reviewing its composition. All Directors are encouraged to use their judgement and to challenge matters, whether strategic or operational, enabling the Board to discharge its duties and responsibilities effectively. Each of the Chairman and Non-Executive Directors have significant experience in building successful businesses and offer key skillsets to the Executive Directors that are beneficial to the Company as a whole.
The QCA Code specifies that the Board should evaluate Board performance based on clear and relevant objectives, seeking continuous improvement. The Board accepts that the Group does not fully comply with this aspect of the QCA code however considers that its effectiveness, and the individual performance of its Directors is vital to the success of the Group.
Whilst the Company does not have a formal Board evaluation process, in the frequent Board meetings/calls, the Directors can discuss any areas where they feel a change would benefit the Company, and the Company Secretary remains on hand to provide impartial advice. Concerns can also be directed towards the Chairman, who seeks to act as a sounding board for any concerns that Directors may have.
The Audit Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. 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 Committee meets no less than twice in each financial year and has unrestricted access to the Group’s external auditors. The Audit Committee is chaired by Ruby McGregor-Smith. Philip Jacobson stepped down as Audit Committee Chairman on 1st January 2023. The Committee also includes Michael Rosehill.
The Remuneration Committee is chaired by Michael Rosehill and includes Charles Dorfman and Ruby McGregor Smith as members. The Remuneration Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes 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 Committee meets as and when necessary.
Bonus plans, share option awards and the Company’s LTIP scheme are regularly reviewed by the Committee to ensure that they are appropriately incentivising key personnel.
The Nomination Committee is chaired by Philip Jacobson and includes Maggie Todd and Charles Dorfman. The Nomination Committee considers the selection and re-appointment of Directors. It identifies and nominates candidates to fill Board vacancies and regularly reviews the structure, size and composition (including the skills, knowledge and experience) of the Board and makes recommendations to the Board with regard to any changes. The Nominations Committee also considers succession planning and makes recommendations to the Board as appropriate.
The attendance record of each relevant Director at Board and Committee meetings during the financial year is disclosed in the latest Annual Report.
The Board is satisfied that each of the Directors is able to allocate sufficient time to the Company to discharge their responsibilities effectively.
On joining the Board, new Directors receive a comprehensive induction, involving meetings with senior employees and external advisors. Individual training needs are addressed as required. All Directors receive regular updates on legal, regulatory and governance issues. In addition, there are regular ‘deep dives’ from across the business at Board level to ensure the Directors’ understanding of the operational aspects of the business are kept up to date.
The Company’s Articles of Association require directors to submit themselves for re-election by shareholders at least once every three years. However, in line with best practice, all Directors stand for re-election at every Annual General Meeting (AGM).
The Group operates a system of internal financial controls commensurate with its current size and activities, which is designed to ensure that the possibility of misstatement or loss is kept to a minimum. There is a system in place for financial reporting and the Board receives regular reports to enable it to carry out these functions in the most efficient manner. These procedures include the preparation of management accounts, forecast variance analysis and other ad hoc reports. There are clearly defined authority limits throughout the Group, including those matters which are reserved specifically for the Board.
The Board has responsibility for the effectiveness of the internal financial control framework. Such a system can only provide reasonable and not absolute assurance against material misstatement. The Group does not currently have, nor considers there is currently a need for, an internal audit function. As the number of sites operated by the Group increases the Board intends to regularly assess the ongoing need for strengthening internal financial controls.
The Board’s financial risk management, objectives and policies together with the Board’s policies in respect of price risk, credit risk, liquidity risk and cash flow risk are set out in the notes to the financial statements.
The Board considers risk assessment to be important in achieving its strategic objectives. There is a process of evaluation of performance targets through regular reviews by Senior Management to forecasts. Project milestones and timelines are reviewed regularly. Further to this, a risk register is in place which the Board reviews and updates on an ad-hoc basis during meetings.
The Board regularly evaluates and reviews any business risk. The challenges to our strategy and long-term goals are highlighted in the Strategic Report of our 2022 Annual Report.
The Group maintains insurance in respect of its Directors and Officers against liabilities in relation to the Company. The Group takes out suitable insurance against property and operational risks where considered material to the anticipated revenue of the Group.
The Company supports ethical values and behaviours across the Group and, as such, has adopted the following policies: Whistleblowing, Anti-bullying, Anti-Discrimination and Anti-Bribery. For further information, please see the Relations with Shareholders and Stakeholders section below.
The Board has adopted a Share Dealing Code in accordance with the AIM Rules and MAR. It applies to, inter alia, Directors, senior management, the finance team and the Company Secretary.
The Board recognises that it is accountable to shareholders for the performance and activities of the Company and to this end is committed to providing effective communication with the shareholders of the Company. The Company has identified key resources and relationships on which it relies and is in constant contact with its suppliers and other stakeholders and seeks to maintain good relationships.
The Board also recognises that as an operator of cinemas within local communities, it has responsibility to engage openly, transparently and effectively with community stakeholders, local planning and government agencies.
The importance of sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the Group does. The Directors consider that the Group has an open culture facilitating comprehensive dialogue and feedback that enables positive and constructive challenge.
The Group places considerable emphasis on maintaining good relations with its employees. The Company has introduced employee engagement questionnaires which allow the Executive Directors and Senior Management Team to engage with the workforce and create positive change based on consensus and feedback. The Group places great importance on managers at each venue being well trained and capable of recruiting, training and developing a strong team and it equips them with the necessary tools in order to provide a positive working atmosphere. The Group regularly communicates important updates with employees and seeks engagement and consultation whenever making decisions that affect them or their interests. Employees are provided with regular on-the-job training, team building and career development opportunities to increase internal capabilities.
The Group is an equal opportunities employer and is committed to the employment of people with disabilities and guarantees an interview for those who meet the minimum selection criteria. The Group provides training and development for people with disabilities tailored, where appropriate, to ensure they have the opportunity to achieve their potential.
Material developments within the Company are disseminated through stock exchange regulatory news service (“RNS”) announcements and regular updates of the Company website where details of the Company’s cinema estate are updated regularly. The Executive Directors are the primary liaison for shareholders. The Company also presents to its institutional shareholders following the full year and interim results. The main purpose of such meetings is to enhance investors’ understanding of the Company’s strategy and how that strategy is being implemented, as well as to hear views and expectations from shareholders. The views of the shareholders expressed during these meetings are reported to the Board, ensuring that all members of the Board are fully aware of the thoughts and opinions of major shareholders.
The Board views the 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 Company will continue to publish the voting results of General Meetings on its website.
All Directors attend the AGM, where private investors are given the opportunity to question the Board. All 2023 AGM resolutions were passed comfortably. Shareholders were given the opportunity to attend the 2023 AGM, ask questions during the meeting and to meet with the Directors after the formal proceedings have ended.
Where a significant proportion of votes have been cast against a resolution, the Board may, at its complete discretion provide an explanation of what action it intends to take, if any, to understand the reasons behind the vote result
Click here to download the proxy votes for the Annual General Meeting held on 15 June 2023