The Directors recognise the importance of good corporate governance and apply the QCA Code. The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The correct application of the QCA Code requires us to apply the principles set out in the QCA Code and also to publish certain related disclosures; these may appear in our Annual Report, be included on our website or we can adopt a combination of the two approaches. Recommended locations for each disclosure are specified in the QCA Code.
The corporate governance framework which the Group operates is based upon practices which the Board considers appropriate for the size, risks and operations of the business.
Principle One: Business Model and Strategy
The purpose of the Group is to create and provide content for BRICKLIVE shows, events and exhibitions. The Group has licensee partners and venue operators to promote and operate BRICKLIVE shows, events and exhibitions globally. The Group provides both content and technical support to partners for a licence and content fee.
The Group has partners throughout the world including Asia, Europe, North America, Middle East and Africa, and is constantly seeking to expand its global network of partners.
The key to the Company’s success is to establish strong relationships with reliable licensee partners who have a track record of staging events, and to supply the best quality content to our licensee partners.
Principle Two: Understanding Shareholder Needs and Expectations
The Board is committed to communicating effectively with its shareholders.
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders on a regular basis. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Group.
In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting and any other General Meetings that are held throughout the year. Investors also have access to current information on the Company though its website, www.avidcem.com.
Principle Three: Stakeholder Responsibilities
The Board recognises the long-term success of the Group is reliant upon the efforts of the employees, contractors, suppliers and licensee partners. The Board has put in place a range of processes and systems to ensure the Board has oversight and contact with key management.
Employees: Good communication is essential and the management team holds weekly calls to discuss material matters affecting the operations of the business.
Contractors and suppliers: the Group engages a number of freelancers to support the team of permanent staff, enabling the business to scale up or down the level of support required at any time. Freelancers are considered an important resource of the business.
Licensee partners: the Group has strong relationships with each of its licensee partners, meeting regularly and working closely to ensure they are provided with the necessary levels of support. Representatives of the Group regularly attend the events and where possible, suggest and provide improvements and enhancements to the events.
Shareholders: the Group communicates regularly with its shareholders, providing information updates using regulatory and non-regulatory news releases, the monthly Group Newsletter, keeping the investor section of the website up to date, and posting regular news updates from shows on the Company’s social media channels.
Principle Four: Risk Management
The Group has an established Audit Committee, chaired by Ranjit Murugason. The Audit Committee has responsibility for ensuring the effectiveness of risk management and internal controls on behalf of the Board. During the annual audit process, specific risks are identified and evaluated in detail.
A whistle blowing policy is in place to enable employees to report to the Board, in confidence, any risks or threats to the operations of the business.
The principal risks of the business are set out on pages 17 to 18. The Audit Committee reviews and assesses these risks on an annual basis.
Principle Five: A Well-Functioning Board of Directors
The time commitment formally required by the Group is an overriding principle that each Director will devote as much time as is required to carry out the roles and responsibilities that the Director has agreed to take on.
Biographical details of the Directors are set out within the governance report on pages 32 and 33.
The Executive Directors are employed under service contracts requiring between three and twelve months’ notice by either party. Non-Executive Directors and the Chairman are remunerated as part of their letters of agreements.
The Board encourages the ownership of shares in the Company by Executive and Non-Executive Directors alike and in normal circumstances does not expect Directors to undertake dealings of a short-term nature.
The Board considers ownership of Company shares by Non-Executive Directors as a positive alignment of their interest with shareholders. The Board will periodically review the shareholdings of the Non-Executive Directors and will seek guidance from its advisors if, at any time, it is concerned that the shareholding of any Non-Executive Director may, or could appear to, conflict with their duties as an independent Non-Executive Director of the Company or their independence itself. Directors’ emoluments, including Directors’ interest in share options over the Company’s share capital, are set out in the Directors' Report.
The Board has established a Compliance Committee, Audit Committee, Remuneration Committee and a Nomination Committee.
Principle Six: Appropriate Skills and Experience of the Directors and a Group Company Secretary
The Board currently consists of seven Directors.
The Board considers that David Ciclitira, who acts as Executive Chairman is best placed to lead and deliver the Group’s strategy. David founded the Group in its current form in 2017, and has the necessary skills, expertise and global network of contacts to lead the Group through its next phase of expansion.
The Board of Directors have a diversified skillset, experience and qualities resulting in a well-balanced Board to deliver the strategy of the Group. The Group will ensure, where necessary, that all Directors receive the necessary training to keep their skillset up to date.
All Directors have access to the Company Secretary who is responsible for ensuring that Board procedures and applicable rules and regulations are observed.
Principle Seven: Evaluation of Board Performance
The Board carries out an annual evaluation of its performance and effectiveness.
The Group carried out its first Board evaluation in 2019, resulting in the appointment of Mark Freebairn and promotion of Trudy Norris-Grey to Deputy Chairperson.
Principle Eight: Corporate Culture
The Group recognises its responsibility to be socially responsible and (where possible) contribute to social value, community development, local employment, apprenticeships, and training schemes. The Group endeavours to follow sustainable and responsible management practices in protecting the long-term interests of the business, its employees and community stakeholders.
Ethics and human rights: The Group aims to conduct its business with honesty and integrity, respecting human rights and the interests of its employees, partners and third parties. The Group advocates high ethical standards in carrying out its business activities and has policies for dealing with gifts, bribery, corruption, whistleblowing and inside information. The Group does not make political donations, and any charitable donations are made where legal and ethical according to local law and practices.
Relationships with suppliers, partners and contractors: The Group expects its suppliers and partners to adhere to business principles consistent with its own and to implement appropriate polices and codes of conduct. The Group is committed to maintaining positive relationships with its suppliers, partners and contractors.
Child safety and health and safety: we are fully aware of our, and our partners’ health and safety and child safety responsibilities. All of our partners are obliged to comply with all local health and safety legislation to ensure the safety of all children attending BRICKLIVE events.
Our people: The Group has a dynamic team, which is highly valued. The Group has adopted a share incentive scheme for staff to ensure they can participate in the long-term success of the Group.
Local communities: the Group is committed to being a responsible neighbour, with investment in local communities and charitable causes where appropriate.
The Company has adopted a share dealing code for the Directors and applicable employees of the Group for the purpose of ensuring compliance by such persons with the provisions of the AIM rules relating to share dealings in the Company’s securities. This particularly applies to the provisions of Rule 21 of the AIM Rules and the Market Abuse Regulation. The Directors consider the share dealing code is appropriate for a Company whose shares are admitted to trading on AIM.
Principle Nine: Maintenance of Governance Structures and Processes
The Chairman has overall responsibility for corporate governance and promoting high standards throughout the Group. He chairs the Board and leads in the development of strategy and setting objectives, oversees communication between the Company and its shareholders. The corporate governance framework which the Group operates is based upon practices which the Board considers appropriate for the size, risks and operations of the business. The Board meetings occur at least four times a year and in 2019 there were ten Board meetings.
The Board is amongst other things, responsible for:
establishing and maintaining the Group’s system of internal controls;
setting strategic objectives and policies for the Group;
setting annual budgets and monitoring performance against budget;
the preparation and approval of the Group's annual report and accounts and interim results;
ensuring the financing needs of the Group are met;
approving the key terms of any significant contracts and significant expenditure;
employee welfare; and
The Non-Executive Directors provide a robust sounding board and challenge management where necessary.
It is crucial to ensure the Company is compliant with AIM Rule 31 and that the Company must have in place sufficient procedures, resources and controls to enable it to comply with the AIM Rules Compliance Committee and the AIM Rules Compliance Policy. The AIM Rules Compliance Committee comprises Sarah Dees, Ranjit Murugason and David Ciclitira (Chair).
The Compliance Committee was formed towards the end of 2019. It is responsible for overseeing compliance with AIM Rules and will include bimonthly meetings with the Nomad. The Committee will review the Insider Company List and will ensure this is maintained and kept up to date, where appropriate.
The Audit Committee monitors the integrity of financial statements, oversees risk management and internal controls, and reviews the independence of the external auditors. The members of the Audit Committee are: Ranjit Murugason (Chair), David Ciclitira and Serenella Ciclitira. Trudy Norris-Grey is invited to attend each meeting. The Audit Committee meetings occur at least twice each financial year and in 2019 met twice. In 2019, the Committee:
Approved audited and interim financial statements; including key judgements and policies to ensure they are fair, balanced and understandable for our shareholders;
Reviewed and recommended the reappointment of our external Auditor, Moore Kingston Smith LLP, including fee structure; and
Carried out a comprehensive review of the Company’s Financial Position and Prospects Procedures manual.
The Remuneration Committee sets and reviews the remuneration of Executive Directors and is responsible for the implementation of any share-based incentive schemes, including the setting of targets and performance frameworks relating to any such share-based incentive schemes. The members of the Remuneration Committee are: Ranjit Murugason (Chair), Trudy Norris-Grey and Mark Freebairn. The Remuneration Committee meetings occur at least twice each financial year and in 2019 met four times.
In 2019, the Remuneration Committee considered the remuneration package for the Executive Team and determined the awarding of share options. They will continue to monitor the pay and benefits of all Executives.
The Nomination Committee is responsible for succession planning and reviewing the Board composition to ensure the Board has an effective blend of skills and experience. The members of the Nomination Committee are: David Ciclitira (Chair), Ranjit Murugason, Serenella Ciclitira and Simon Horgan. The Nomination Committee meetings occurs as and when required and in 2019 met twice.
In 2019, the Nomination Committee reviewed the composition of the Board and continually monitored the requirement of the QCA Code to which the Company adheres with regards to the balance of the Board.
The Executive Team retains full control of the Group’s operational management but has delegated day to day control to Executive Directors. The Executive Team came into effect in Q1 2019. A full description of the Executive Team is found on page 34.
Principle Ten: Shareholder Communication
The Board is committed to communicating effectively with its shareholders and responds quickly to queries received. The Chairman is primarily responsible for communicating with shareholders and speaks regularly with the Company’s major shareholders to ensure that their views are communicated to the Board. The Board attempts to ensure that, where possible, all Directors are present at Company AGMs to meet with and listen to the views of shareholders. To the extent that voting decisions are not in line with expectations, the Board will engage with shareholders to understand and address any issues.
We are committed to reviewing our environmental policy with regards to plastic consumption. We are proud to produce fantastic models that can be enjoyed by all, the models have a ten year life span although individual bricks can be used for a significantly longer period and be deemed ‘bricks for life’.
All ‘loose’ plastic bricks which can no longer be used in our famous brick pits will be recycled in our fantastic models to avoid unnecessary disposal.
We are proud to be creating touring assets which can be exhibited in zoos across the world. Some of our tours comprise of endangered and/or extinct animals which are not always available to discover in zoos.
We also continue to donate to our partner charity, the H.S.H Prince Albert II of Monaco Foundation to fund new initiatives to protect and conserve endangered species and biodiversity.
We are a global brand providing content around the world and are therefore conscious of our carbon footprint, which is why we will seek to deliver as many tours and models using sea freight, where practical and possible. Furthermore, we are establishing touring asset collections which will remain in certain geographic regions around the world to ensure transport distances are minimised.
This page was last updated on 23rd June 2020.
Copyright ? Live Company Group plc. Brick Live Group Limited is an independent producer of BRICKLIVETM and is not associated with The LEGO Group. All rights reserved. LEGO? is a trademark of LEGO Juris A/S.