Investors Information

Chairman’s Corporate Governance Statement

Overview

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 arrival of a new Finance Director, Will Worsdell in May 2022 and an Independent Non-Executive Director, Baroness McGregor-Smith in September 2022.

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.

Paul Wise, Chairman

The Board

The Board is primarily responsible for enhancing shareholder’s interests over the medium to long-term. It does this by:

• setting the strategy and direction of the Company.
• maintaining appropriate controls to ensure the effective operation of the Company.
• approving revenue and capital budgets and plans.
• approving financial statements, material agreements and new site projects.
• determining the financial structure of the Company, including treasury.
• overseeing control, audit and risk management.
• setting and monitoring remuneration policies.

These matters are reserved for the Board.

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:

• an executive chairman;
• two executive directors,
• two non-independent non-executive directors; and
• one independent non-executive directors.

The Chairman of the Company is Paul Wise. The Chairman has the responsibility of ensuring that the Board discharges its responsibilities. The Chairman is an executive and works approximately 10 days a month. 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 not deemed independent.

The three Executive Directors, other than the Chairman, are comprised of a Chief Executive Officer (“CEO”), the Finance Director (“FD”) and an Executive Director. Alex was appointed as CEO in January 2021 and has taken on responsibility of the day to day leadership of the business.

Mr Will Worsdell is the FD and Mr Adam Kaye is an Executive Director who supports the Company on 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 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 Company strategy. The FD takes overall responsibility of the Company’s accounting function and ensures that 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 has been appointed as Everyman’s Company Secretary and assists the Company to ensure 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 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 are Michael Rosehill, Charles Dorfman, Phillip Jacobson, Maggie Todd and Baroness McGregor-Smith. Of the Non-Executive Directors, Michael Rosehill and Charles Dorfman are deemed non-independent due to the size of their shareholding in the Company. The Company considers Phillip Jacobson, Maggie Todd and Baroness McGregor-Smith to be independent. Philip Jacobson has an interest in 98,336 Ordinary Shares and holds 100,000 options over Ordinary Shares which were granted to him as part of the Company’s admission to AIM. Neither Philip Jacobson nor the other Directors believe his shareholding or options are significant in assessing Philip Jacobson’s independence. Neither Maggie Todd or Baroness McGregor-Smith hold any shares in the Company.

The QCA code recommends a balance between Executive and Non-Executive Directors and recommends that there be two Independent Non-Executives, and the Company is above this level with Phillip Jacobson, Maggie Todd and Baroness McGregor-Smith. 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, as such, individual training needs of each Director are identified as part of the annual Board evaluation process and training provided as and when required.

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 sound board for any concerns that Directors may have. The Board is in the process of developing and implementing an evaluation procedure with the aim of facilitating continuous improvement which will be disclosed in detail on the Group’s website once fully in force.

The Audit Committee

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 Philip Jacobson and also includes Michael Rosehill and Baroness McGregor-Smith.

The Remuneration Committee

The Remuneration Committee is chaired by Philip Jacobson and also includes Charles Dorfman and Michael Rosehill. 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.

Nomination Committee

The Nomination Committee is chaired by Philip Jacobson and includes Paul Wise 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.

Directors Assessment and Development

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 members receive a comprehensive induction, involving meetings with senior employees and the 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. From time to time Board meetings are held away at operational sites away from the head office to further enhance the directors’ understanding of the business.

Re – election

The Company’s Articles of Association require directors to submit themselves for re-election by shareholders at least once every three years.

Internal Controls

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.

Risk Management

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.

Business Risk

The Board regularly evaluates and reviews any business risk. The identified risks currently considered relevant by the Board include:

• COVID-19 Pandemic - The Group’s revenues are entirely dependent on being open and able to show films and serve food and beverage. The pandemic has meant that for 5 months of 2020 all venues have been closed as part of Government policy to tackle the pandemic. The current date for cinemas re-opening is 17 May and that date is dependent on certain targets being met in terms of vaccinations and prevalence of the virus. As such there is a continued risk of closure, particularly regional closures. To mitigate the impact of this the Group has negotiated reduced costs with certain landlords/suppliers during periods of enforced Government closure. In addition, the Group has more flexible employment contracts allowing temporarily reduced working hours. The Group also has effective opening and closure procedures in place to reduce costs. Everyman works closely with the UK Cinema Association and the Department for Culture, Media and Sport to ensure that the interests of the business are represented in all policy discussions
• The Group’s ability to license films on acceptable terms is also largely dependent on its relationships with film distributors and remains a core risk to the costs of the business. This risk is managed through healthy partnership-based relations with distributors of all sizes as well as careful week-to-week negotiation on specific titles.
• Banking - The Group’s ability to manage liquidity during the pandemic is partly dependent on the Group’s banking arrangements. This risk is managed through maintaining ongoing dialogue with our banking partners through which achievable covenants are set for the facility. These are monitored closely to ensure the Group remains within those covenants. In addition, the Board ensure there are alternative sources of funding available
• Alternative media channels - The proliferation of alternative media channels, including streaming, has introduced new competitive forces for the film-going audience, and this has been accelerated by the pandemic. To date this has proven to be a more virtuous relationship, both increasing the investment in film production and further fuelling an overall interest in film with customers of all ages. The Board considers that the Everyman business model works well alongside other film channels. It remains an ever-present caution however, that we must continue to deliver an exceptional experience in order to deliver real added value for our customers who choose to see a film at our venues.
• Film release schedule - The level of the Group’s box office revenues fluctuates throughout the course of any given year and are largely dependent on the timing of film releases, over which the Group has no control. This risk has increased during the pandemic, with major studios delaying releases of tent pole films until confidence in the level of expected admissions returns. The Board mitigates this risk by widening the sources for new content to include streaming platforms and TV.
• Climate change - The Group’s business could suffer because of extreme or unseasonal weather conditions. Cinema admissions are affected by periods of abnormal, severe, or unseasonal weather conditions, such as exceptionally hot weather or heavy snowfall. Climate change is also high on the agenda for investors and increasingly institutional investors are looking closely at the actions being taken by business to reduce carbon emissions. The Group is working towards net zero carbon emissions to mitigate this risk.
• National events and consumer environment - Specific large events can temporarily reduce cinema admissions, for example large sporting events, elections or royal weddings. These are managed by working the release schedule around large known events. In addition, a reduction in consumer spending because of broader economic factors could impact the group’s revenues. The risk of continued recession has increased due to the pandemic. Historically, cinema has been incredibly resilient to recession with it remaining an affordable treat during such times for most consumers. However, the Group constantly monitors long term trends as well as the broader leisure market
• Data and cyber security – The possibility of data breaches and system attacks would have a material impact on the business through potentially exposing the business to a reduction in service availability for customers, potentially significant levels of fines, and reputational damage. To mitigate this risk the IT infrastructure is upgraded to ensure the latest security patches are in place and that ongoing security processes are regularly updated. This is supported by regular pen testing and back ups.
• Film piracy - Film piracy, aided by technological advances, continues to be a real threat to the cinema industry generally. Any theft within our venues may result in distributors withholding content to the business. Everyman’s typically smaller, more intimate auditoria, with much higher occupancy levels than the industry average, make our venues less appealing to film thieves. However, due to social distancing measures arising from the pandemic, occupancy levels are lower than usual, increasing the risk. The higher levels of staffing mitigate this risk.
• Reputation - The strong positive reputation of the Everyman brand is a key benefit, helping to ensure the successful future performance and growth which also serves to mitigate many of the risks identified above. The Group consistently focuses on customer experience and monitors feedback from many different sources. A culture of partnership and respect for customers and our suppliers is fostered within the business at all levels.
• Brexit - Risks linked to Brexit include consumer confidence, a lack of availability of certain food items and staff. Whilst the full business impacts of Brexit will unfold in the future, the Board believes the Group is well positioned to react to the potential challenges and opportunities ahead. The Group has no exchange rate exposure and is only directly impacted by a fall in sterling through cost pressure on a small number of imported food and beverage purchases.
• Financial risks - The pandemic has created a liquidity risk due to the business having to close venues through the Government response to controlling the pandemic. The business has mitigated this risk through raising shareholder funds and negotiating new banking covenants. The Board monitors this risk on a regular basis through reviewing forecasts and working closely with banking partners. The Group has direct exposure to interest rate movements in relation to interest charges on bank borrowings, with a 1% increase in rates resulting in an increase in interest charges of £0.2m on current forecast borrowings over the next twelve months. The Board manages this risk by minimising bank borrowings and reviewing forecast borrowing positions. The Group takes out suitable insurance against property and operational risks where considered material to the anticipated revenue of the Group.

Insurance

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.

Corporate Culture

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.

Securities Trading

The Board has adopted a Share Dealing Code in accordance with the AIM Rules and the Market Abuse Regulation (“MAR”). It applies to, inter alia, Directors, senior management, the finance team and the Company Secretary.

Relations with Shareholders and Stakeholders

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.

A large part of the Group’s activities are centred on an open and respectful dialogue with employees, customers and other stakeholders. Therefore, 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 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 and career development opportunities and the Group places a significant importance on developing from within.

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. If a Group employee becomes disabled while in our employment the Group will do its best to retain them, including consulting with them about their requirements, making reasonable and appropriate adjustments and providing alternative suitable employment where possible.

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 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 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 2022 AGM resolutions were passed comfortably. Although shareholder attendance was restricted at the 2022 AGM due to Covid-19 government guidelines, shareholders were given the opportunity to submit questions to the Board via email so that engagement between the Board and its stakeholders was not impeded by the ongoing outbreak and subsequent changes to AGM arrangements. Shareholders were encouraged to appoint a proxy to enable them to exercise their voting rights.

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 and where appropriate, any different action it has taken, or will take, as a result of the vote.