2023 AGM votes breakdown

Overview

As Chairman of the Board of Directors of Engage XR Holdings plc (Engage XR, EXR, we, or the Company/Group as the context requires), it is my responsibility to ensure that Engage XR has both sound corporate governance and an effective Board. My responsibilities include leading the Board effectively, overseeing the Company's corporate governance model, and ensuring good and timely information flows between Executives and Non-Executives. All the Directors of Engage XR believe strongly in the importance of good corporate governance for the creation of shareholder value over the medium to long-term and to engender trust and support amongst the Company’s wider stakeholders. 

Part of my role also requires the promotion and pursuit of a healthy corporate culture, where the Board provides both appropriate support and effective challenge to the Executive, and the Executive are empowered to pursue the agreed strategy within the Company’s risk tolerance and report openly to the Board on any challenges facing the business. 2022 was a year where that culture was particularly important as political and macroeconomic events created a challenging environment for many, including Engage XR.  I am pleased to report that the culture of openness, supportive challenge, adaptability and dynamic problem solving which we have collectively sought to establish as a Board and throughout the wider Company, enabled the Company to react appropriately to external circumstances, and adapt, restructure and refocus with a view to maximising the Company’s potential over the medium to long term. While it was a difficult year in many respects, it also demonstrated that our culture is well-developed and resilient and supports our strategy and business model as we grow in a fast-moving environment.

Engage XR has adopted the Quoted Companies Alliance Corporate Governance Code (QCA Code). The  report that follows explains how we have applied the guidance of the QCA Code. The Board considers that the Group complies with the QCA Code so far as it is practicable having regard to the size, nature and current stage of development of the Company, and discloses any areas of non-compliance in the text below. The Company considers that adherence to the principles of the QCA Code will contribute to the Company's medium to long-term success whilst managing risks, as well as providing an underlying framework of commitment and transparent communications with stakeholders.

The key governance matter occurring during the year was that Frank Poore stepped down from the Board as Non-Executive Director on 31 January 2022.

 

QCA Principles

1. Establish a strategy and business model which promotes long-term value for shareholders

The Board has concluded that the highest medium and long-term value can be delivered to its shareholders by the adoption of a single strategy for the Company to establish ENGAGE as the metaverse platform of choice for corporations, professionals, education organisations, and event organisers to create their own virtual worlds, provide services directly to their clients and allow them to engage with employees, customers, and suppliers.

As a growing tech company, the Company aims to deliver shareholder returns initially through capital appreciation. The Company’s methodology is to secure partnerships with leading hardware suppliers and corporates who are early adopters of the metaverse technology and opportunity, to demonstrate the attractiveness and application of the metaverse generally and the Company’s products in particular. The directors believe that this, together with the work of other companies in the space, is generating a critical mass environment in preparation for a substantial growth phase both for the Company and the metaverse market as a whole.

2. Seek to understand and meet shareholder needs and expectations

The Company places great importance on the need for effective communication and constructive dialogue with investors and the media and retains the services of a financial PR company to help ensure that key information reaches the right audience.

The Company communicates with shareholders through a variety of platforms including:

• interim results and annual reports.
• trading updates.
• RNS announcements regarding noteworthy developments in the business.
• results presentations to institutional shareholders which provide an opportunity for the executive to receive feedback from institutional  shareholders.
• results presentations via the Investor Meet Company platform which are open to all interested parties to attend or view on demand and which provide an opportunity for all shareholders to put questions to the executive.
• the Company's website, which was comprehensively refreshed and updated in early 2023.
• the Annual General Meeting where shareholders have the opportunity to meet the Board and ask questions about the business.
• our financial PR firm, which receives queries on the Company’s behalf.
  

Shareholder views are also represented in the Boardroom, particularly by Praveen Gupta representing HTC, a major shareholder in the Company. In addition,  the Chair, Richard Cooper, acts as a liaison for shareholders where required. 

All 2023 AGM resolutions were passed comfortably.

The Board is open to receiving feedback from key stakeholders at any point during the year and will take action where appropriate.

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

The Board recognises that the long-term success of the Company is reliant upon the efforts of employees, contractors, suppliers, regulators and many other stakeholders on the supply side of the business. The Board has put in place a range of processes and systems to ensure that there is close oversight and contact with its key resources and relationships.

In particular, the Company recognises the importance of its employees being appropriately valued, incentivised and supported. The Group offers equal opportunities regardless of race, gender, gender identity or reassignment, age, disability, religion or sexual orientation. The Company has a policy to conduct annual employee reviews, seeking to understand any issues within the team. The Company also conducts team building exercises and provides various employee wellness schemes and plans such as a flexible hours scheme.

The Board also recognises customers and users of the Company’s products as key stakeholders and understands that the customer and user experiences are a determining factor in the success of the business.   Accordingly, the business engages extensively with customers and users to ensure the products deliver on customer expectations and that projects are managed in line with agreed service levels. The business actively seeks feedback from customers through a customer review process.   The Company also aims to be very responsive to all customer and user queries, monitoring message boards on various platforms (emails, social media) for all products on a daily basis, responding with technical assistance or product information as requested within 24 hours. Furthermore, the Company holds weekly product meetings to ensure that all employee feedback regarding product creation, implementation and processes are taken on board, changed and/or improved, where necessary. The Company has adopted an agile method whereby products follow a two-week sprint process to ensure a smooth process.

Generally, the Company holds weekly internal management meetings where all aspects of the business and key stakeholder issues are discussed with action plans created where necessary.

The Directors consider that the Group has no significant environmental impact but will continue to monitor this position and will take action if this changes in the future.

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

The Board recognises the need for an effective and well-defined risk management process, and it oversees and regularly reviews the current risk management and internal control mechanisms. The Strategic Report also outlines the key risks to the business and can be found in our 2022 Annual Report.

The Company has an ongoing process to identify, evaluate, manage and mitigate the significant risks the Company faces and review the effectiveness of related controls. The Company has a risk register which identifies risks, evaluates the risk level (level of impact and the probability of the risk materialising), and the principal person responsible for each risk.  This is reviewed by the Audit Committee and the Board.

The Board has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems. The Audit Committee has delegated responsibility for ensuring that the financial performance of the Company is properly monitored and reported.

The Board currently considered at the year end that availability of funding was the one risk factor that was a considered high-risk area. This has been mitigated post year end with the completion of a very successful fundraise.

An internal audit function is not yet considered necessary or practical due to the size of the Company and the day-to-day control exercised by the Executive Directors. However, the Board will continue to monitor the need for an internal audit function.

The Board has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems. The Board regularly reviews the mechanisms of internal control it has implemented, assessing for effectiveness.

5. Maintain the Board as a well-functioning, balanced team led by the Chair

The Board comprises:

• Independent Non-Executive Director and Chairman - Richard Cooper
• CEO - David Whelan
• COO - Sandra Whelan
• CFO - Séamus Larrissey
• Non-Executive Director - Praveen Gupta
• Independent Non-Executive Director – Kenny Jacobs
  

Praveen Gupta is not considered to be independent as a representative of a major shareholder in the Company, HTC. As at 31 December 2022, Richard Cooper had an interest in 1,070,400 shares. Neither he, nor the other Directors, believe that his shareholding is sufficiently significant to compromise his independence.

All the Non-Executive Directors are expected to dedicate at least two days per month to the Company. One third of the Board are subject to re-election at each AGM.

The Board is satisfied it has a suitable balance between independence on the one hand, and knowledge of the Company on the other. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational, enabling the Board to discharge its duties and responsibilities effectively.

The Board aims to meet six times in the year and a calendar of meetings and principal matters to be discussed is agreed and circulated at the beginning of each year. During the year the Board met six times, a summary of Director meeting attendance is outlined in our 2022 Annual Report.

Board meetings are typically hybrid meetings with a mixture of in person and videoconference attendance.  Board and Committee document authors are made aware of proposed monthly deadlines through the calendar of meetings assembled at the beginning of the year. Board papers are collated, compiled into a Board Pack, and circulated several days before meetings, allowing time for full consideration and necessary clarifications before the meetings. Meetings are open and constructive, with every Director participating fully. Senior management may also be invited to meetings, providing the Board with a thorough overview of the Company.

The Company has Audit and Remuneration Committees with defined terms of reference. The Board believes that the Committees have the necessary skills and knowledge to discharge their duties effectively.

The Board has elected not to establish a Nominations Committee, preferring instead that the Board should deal with such matters, including succession planning and the balance of the Board itself.

Directors' conflict of interest

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 are reported to and, where appropriate, agreed with the rest of the Board.

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

The Non-Executive Directors have both a breadth and depth of skills and experience to fulfil their roles. The Company believes that the current balance of skills across the Board as a whole reflects a very broad range of personal, commercial and professional skills, supporting the Company to deliver its strategy for the benefit of shareholders over the medium and long-term.  The Non-Executive Directors meet without the presence of the Executive Directors during the year, and also maintain ongoing communications with Executives between formal Board meetings.

Biographical details of the Directors can be found on the Company's website: www.engagevr.io/about-us/board-of-directors/

In addition to their general Board responsibilities, the Directors, including the Non-Executives, are encouraged to attend training in line with their individual areas of expertise. All the Non-Executives Directors hold other roles which also serve to enhance and develop their skills and knowledge base and keep them up to date. 

Seamus Larrissey is the Company’s registered Company Secretary. ONE Advisory Limited is engaged by the Company to support the Chairman in ensuring effective administration of board processes.

The Company’s Nomad is consulted on all relevant matters.  If required, the Directors are entitled to take independent legal advice and, if the Board is informed in advance, the cost of the advice will be reimbursed by the Company.

Neither the Board nor its Committees have sought external advice on a significant matter during the year under review save in relation to the fundraising conducted in February 2023.

The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal or informal.

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

At present, this aspect of the Code is not complied with. Although the Company planned to undertake a full evaluation exercise during 2022, due to wider events it was not completed. The Board plans to undertake a full evaluation of the Board and its Committees during 2023. In the meantime, Directors can discuss any areas where they feel a change would benefit the Company during Board meetings and informally.

8. Promote a corporate culture that is based on ethical values and behaviours

The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders, and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board.

A large part of the Company's activities are centred upon an open and respectful dialogue with employees, clients and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company 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 Company does.  The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge.

All of the Company's policies are made available to all employees and are included in an employee handbook. These are ‘Must Read Policies' which employees are required to read and acknowledge the policies and which Sandra Whelan, COO, monitors and updates where necessary. The Company also has an Anti-Bribery and Corruption Policy in place to ensure the highest standards of personal and professional ethical behaviour are adhered to. Additionally, as the Company conducts regular employee reviews and internal meetings and has a general close-knit working environment, the Directors are able to determine the extent to which ethical values and behaviours are recognised and respected.

The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for Directors' and employees' dealings in securities which is appropriate for a company whose securities are traded on AIM and ESM and is in accordance with the requirements of the Market Abuse Regulation. The Directors seek to align their interests with shareholders.

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

The Board is committed to, and ultimately responsible for, high standards of corporate governance, and has adopted the QCA Code. We review our corporate governance arrangements regularly and expect to evolve these processes over time, in line with the Company's growth. The Board delegates responsibilities to Committees and individuals as it sees fit, with the Chairman being responsible for the effectiveness of the Board, and the Executive Directors being accountable for the management of the Company's business and primary contact with shareholders, clients and partners.

The Chairman is responsible for shareholder communications, the leadership of the Board and ensuring its effectiveness in all aspects of its role, including creating the right Board dynamic and ensuring that all important matters, in particular strategic decisions and corporate governance arrangements, receive adequate time and attention at Board meetings.

The Executive Directors are responsible for the day-to-day running of the business, the leadership of the management team and the development and execution of corporate strategy. The Non-Executive Directors are tasked with constructively challenging the decisions of executive management and satisfying themselves that the systems of business risk management and internal financial controls are robust.

The Board has adopted appropriate delegations of authority which set out matters reserved to the Board. These are as follows:

• Strategy and Management
• Structure and Capital
• Financial Reporting and Controls
• Internal Controls
• Finance
• Contracts
• Communications
• Board Membership and other Appointments
• Delegation of Authority
• Corporate Governance Matters
• Approval of Policies
  

The Board delegates authority to two Committees to assist in meeting its business objectives whilst ensuring a sound system of internal control and risk management. The Committees meet independently of Board meetings.

Audit Committee

The Audit Committee has 3 members, Richard Cooper (Chair), Praveen Gupta and Kenny Jacobs. The CFO and external auditors attend meetings by invitation. The Audit Committee is responsible for making recommendations on the appointment of auditors and the audit fee, and for ensuring that the financial performance of the Company is properly monitored and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company. The Audit Committee shall meet not less than twice each financial year.

Remuneration Committee

The Remuneration Committee has 2 members, Richard Cooper (Chair) and Kenny Jacobs. The members are all Independent Non-Executive Directors. Other members of the Board may attend the Committee's meetings at the request of the Committee Chairman. The Remuneration Committee is responsible for the review and recommendation of the scale and structure of remuneration of the Executive Directors, and such other members of the executive management as it is designated to consider, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Remuneration Committee shall meet not less than twice a year.

Other Committees

Compliance matters are included in a regular report put together by ONE Advisory Limited and presented to the Board for discussion at every meeting.

The Board has elected not to establish a Nominations Committee, preferring instead that the Board should, itself, deal with such matters, including succession planning and the balance of the Board. Therefore, the Board will review Board composition.

The Chairman and the Board continue to monitor and evolve the Company's corporate governance structures and processes, and maintain that these will evolve over time, in line with the Company's growth and development.

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board is committed to maintaining effective communication and having constructive dialogue with its shareholders. The Company intends to have ongoing relationships with both its private and institutional shareholders as well as shareholder analysts, and for them to have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company's AGM. The Board maintains that, if there is a resolution passed at a GM with 20% votes against, the Company will seek to understand the reason for the result and, where appropriate, take suitable action. The results of the 2023 AGM can be found on the Company's website and are also linked at the top of this statement.

The latest Corporate Documents (including Annual Reports) can be found on the Company's website.

Investors also will have access to current information on the Company through its website.

 

Takeover Code

The Company is subject to the Takeover Rules of the Irish Takeover Panel.

The Takeover Rules comprise rules made by the Irish Takeover Panel under the powers granted to it by the 1997 Act and by the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006, as amended ("Regulations").

The Panel is designated under the Regulations as the competent authority for the purpose of Article 4(1) of the Directive.

The Regulations, which were made by the Minister for Enterprise, Trade and Employment, came into operation on 20 May 2006.

Regulation 4(1) of the Regulations applies the 1997 Act, subject to the Regulations, to each company a takeover bid (as defined in the Regulations) in respect of which the Panel has jurisdiction to supervise under the Regulations. Under Regulation 4(3), references to a "relevant company" in the 1997 Act include references to each company a bid for which the Panel has jurisdiction to supervise.

The Rules, of which there are 41, have been made principally to ensure that takeovers (including takeover bids as defined in the Regulations) and other relevant transactions comply with the principles ("General Principles") set out in the Schedule to the 1997 Act.

The General Principles are set out below. All of the General Principles, with the exception of General Principle 7, derive from the Directive.

All holders of the securities of an offeree of the same class must be afforded equivalent treatment; moreover, if a person acquires control of a company, the other holders of securities must be protected.

The holders of the securities of an offeree must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of the offeree must give its views on the effects of the implementation of the offer on employment, conditions of employment and the locations of the offeree's places of business.

The board of an offeree must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer.

False markets must not be created in the securities of the offeree, of the offeror or of any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted.

An offeror must announce an offer only after ensuring that he or she can fulfil in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration.

An offeree must not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities.

A substantial acquisition of securities (whether such acquisition is to be affected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.

The Rules also provide an orderly framework within which takeovers are conducted. They are not concerned with the financial or commercial advantages or disadvantages of a takeover, which are matters for the companies concerned and their shareholders. Nor are the Rules concerned with issues such as competition and mergers policies, which are regulated under different legislation.

General Principles

The General Principles are set out below. All of the General Principles, with the exception of General Principle 7, derive from the Directive.

All holders of the securities of an offeree of the same class must be afforded equivalent treatment; moreover, if a person acquires control of a company, the other holders of securities must be protected.

The holders of the securities of an offeree must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of the offeree must give its views on the effects of implementation of the offer on employment, conditions of employment and the locations of the offeree's places of business.

The board of an offeree must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer.

False markets must not be created in the securities of the offeree, of the offeror or of any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted.

An offeror must announce an offer only after ensuring that he or she can fulfil in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration.

An offeree must not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities.

A substantial acquisition of securities (whether such acquisition is to be affected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.

The Rules also provide an orderly framework within which takeovers are conducted. They are not concerned with the financial or commercial advantages or disadvantages of a takeover, which are matters for the companies concerned and their shareholders. Nor are the Rules concerned with issues such as competition and mergers policies, which are regulated under different legislation.