Corporate Governance
The board of directors (the “Board”) of Semper Fortis Esports PLC (the “Company”) recognises the importance of good corporate governance and has elected to adopt the QCA Corporate Governance Code which was published on 25 April 2018 (“QCA Code”) as its corporate governance code.  The Board believes that this provides an appropriate and suitable framework for a group of our size and complexity.
In this section we outline our approach to addressing some of the key principles of the QCA Corporate Governance Code.

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

The Company has an esports team which competes under the name, ‘Top Blokes’. Top Blokes competes in the Rocket League Championship Series (“RLCS X”), a Tier 2 professional international esports tournament. The Company intends to increase the exposure of Top Blokes by producing content on gaming streaming platforms; distributing content across different platforms; interacting with social media influencers; and entering into a joint venture with a high profile talent and celebrity.

Initially the Company aims to deliver shareholder value by using this viewership power to attain sponsorship opportunities, preferably among a number of different brands as well as exploring merchandising opportunities for Top Blokes. The Directors believe further value can be created by; establishing or acquiring competitive esports teams under different game categories; providing esports and gaming advisory services to brands and celebrities; and developing and distributing technology applications through strategic partnerships and products that complement the esports industry.

The Board of Directors is focused on measuring the Company’s activities to ensure that they promote long term value and that these activities are aligned with the plan as communicated to shareholders.

2. Seek to understand and meet shareholder needs and expectations

The Company understands the importance of communication with its shareholders which it does through its annual report and accounts, interim accounts, and regulatory announcements.

The Company maintains a dedicated email address which investors can use to contact the company which is prominently displayed on its website together with the Company’s address.

As the Company is too small to have a dedicated investor relations department, the Company retains a PR firm along with its Broker and Corporate Adviser, who will both advise the Chief Operating Officer (“COO”) in his review of all communications received from shareholders and determine the most appropriate response following a discussion with the wider Board where appropriate.

In addition to these passive measures, the Chief Executive Officer (“CEO”) intends to engage with shareholders through a virtual roadshow at least twice a year.  The Broker will engage with shareholders and feedback provided to management to be shared with the wider Board.

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

The Company regards its teams and employees; advisors; shareholders; as well as the technology, gaming and esports community, to be its wider stakeholder group.

The Company needs to ensure that it:

    • is fully compliant with all regulatory requirements;
    • is fully compliant with local authorities with regards performance licenses;
    • takes into account its wider stakeholders’ need (some of whom maybe young and still attending school, college, or university;
    • maintains a good reputation as an operator of esports teams; and
    • takes into account its social responsibilities and their implications for long-term success.

The CEO maintains a close relationship with the Company’s esports Team enabling two-way feedback and the COO monitors industry forums and social media for any comments on the Company.

The Broker will organise shareholder update meetings and investor meetings and feedback provided to management to be shared with the wider Board.

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

The Board has taken into account the QCA Code and associated guidance in formulating the systems and procedures which it has put in place. Each year the Board will review all controls, including financial, operational and compliance controls and risk management procedures.

The Company will maintain a register of risks and for each risk we will estimate the impact, likelihood as well as identify mitigating strategies.  This register will be reviewed periodically as the Company’s situation changes and as a minimum annually.  During such reviews, each risk category is considered by the Directors with a view to understanding (i) whether the nature, impact or likelihood of any risks has changed, (ii) whether the mitigating actions taken by the Company should change as a result and (iii) whether any new risks or categories of risk have arisen since the last review.  The Company’s risk register will be provided to its auditor as part of its annual audit process.

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

The Company notes that best practice under the QCA Code is to have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors.

The Board of the Company currently comprises three executive directors, one independent non-executive Chairman and one independent non-executive director.  The Board will meet 6 times a year and a record will be kept of each Board member’s attendance of board meetings. The Company may look to appoint a further non-executive in the future in order that the Board is equally balanced in terms of executive and non-executive directors.

In terms of the executive directors, during the first 12 months of their respective appointments, the CEO and COO are required to commit 90 per cent. of their time to the Company. After the first 12 months, both will be required to commit 100 per cent. of their time to the Company. The Financial Director (“FD”) is required to spend such of his time as is necessary to fulfil his duties to the Company but not to exceed 15 hours per calendar month.

Non-executive contracts require that they be able to allocate sufficient time to meet the expectations of their role. This is anticipated to be approximately two days per month. The time commitments will be monitored on an ongoing basis and if more is needed time wise from the FD or NEDs then this will be addressed.

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

The directors of the Company, together with their experience, is outlined below:

Keith Harris (Non-executive Chairman) (68)

Keith Harris is an investment banker and financier with over 35 years’ experience as a senior corporate finance and takeover adviser, and as chairman and chief executive of private and public companies in a variety of business sectors. He has held senior executive positions at leading financial institutions in the UK and US, including Morgan Grenfell, Drexel Burnham and he was chief executive of HSBC Investment Bank and principal owner and chairman of Seymour Pierce Holdings. Keith has also held a number of non-executive positions in a wide range of industries, including Wembley National Stadium and the Football League (as Chairman) and Everton FC (as Deputy Chairman), Benfield Group and Sellar Property (the developer of The Shard). In his various roles, Keith has been an adviser and principal in many high-profile debt and equity issues as well as complex cross-border merger and acquisition transactions. Since 2013, Keith has concentrated on developing his consultancy business, principally focussing on advising and financing football clubs as well as becoming chairman of a NASDAQ listed gene therapy company and Rural Broadband Solutions Plc, whose shares are admitted to trading on the Apex segment of the Aquis Stock Exchange.

Kevin Soltani (Chief Executive Officer) (33)

Kevin is the founder and CEO of GIMA Group Inc. (an Alternative Investment Advisory based in Newport Beach, California and Dubai, United Arab Emirates), was a co-owner and global general manager of Royal Youth Esports Organization (an esports franchise in the MENA region) and founder of GIMA Esports Agency based in Los Angeles. Kevin has 9 years’ experience in building blockchain based systems with a focus on tokenised gaming technologies.

Max Deeley (Finance Director) (40)

Max is the founder and managing director of DTK Capital Limited, which acquires properties in London for development and investment purposes. He was previously the Finance Director of Blue Star Group, a family office specialising in property development, established to develop the interests of the Rose Trust. Max is a qualified Chartered Accountant and qualified with BDO LLP (“BDO“) working in both the general audit department (where he specialised in property) and the corporate tax department.

Jassem Osseiran (Chief Operating Officer) (32)

Jassem is the co-founder and Chief Operating Officer of GIMA Group Inc. (an Alternative Investment Advisory based in Newport Beach, California and Dubai, United Arab Emirates) and GIMA Esports Agency. He is a consultant in the financial services sector and has over 10 years’ experience in investment management, having previously held positions at Rocket Internet, a European Internet company; and PHD, a company under the Omnicom Media Group umbrella, a global advertising conglomerate. He is an experienced mentor and investor in early stage ventures with expertise in operational strategy, process, and business model innovation. Jassem holds a bachelor’s degree in International Business from the University of San Francisco.

Nolan Bushnell (Non-executive Director) (79)

Nolan founded the pioneering electronic gaming company, Atari, in 1972 and since then, has gone on to establish more than 20 companies, including Chuck E. Cheese’s Pizza Time Theater, Catalyst Technologies (Silicon Valley’s first incubator) and Etak, which developed the first commercially available computerised in-car navigation system. Currently, Nolan is the director of a number of technology businesses, including ModalVR which offers wireless, multi-player virtual reality entertainment systems for turn-key commercial use and Virsix Games, an independent game published which focuses on games for the Smart Speaker market. Nolan has been named one of “50 People Who Changed America” by Newsweek.

The Company has not to date sought external advice on keeping directors’ skills up to date, but believes that their blend of past and ongoing experience provides them with the relevant up to date skills needed to act as Board members for a small company. The Board will keep a watch on its collective skills base and annually assess what gaps there may be in skills needed to continue to drive shareholder value.

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

Evaluation of the performance of the Company’s Board will be done initially internally in an informal manner.  The Company is considering how and when it would be appropriate to evaluate Directors’ performance in a more formal manner and will make a further announcement on this when appropriate.

On an ongoing basis, Board members will opportunistically monitor the market for when candidates who may be suitable additions to or backup for current Board members.

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

The Board works towards ensuring that strong values are set and carried out by the Directors across the business. The Board ensures that sound ethical practices and behaviours are deployed at Company Board meetings and are promoted throughout the Company as part of its culture as it is seen as essential to maximise shareholder value. Adherence to these values is a key factor in the evaluation of performance within the company, including during annual performance reviews.  In addition, staff and team matters are a standing topic at every board meeting and the CEO reports on any notable examples of behaviours that either align with or are at odds with the Company’s stated values.

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

The Board of Directors of the Company meets at least six times per year, or more often if required. The matters reserved for the attention of the Board include inter alia:

    • The preparation and approval of the financial statements and interim reports, together with the approval of dividends, significant changes in accounting policies and other accounting issues;
    • Board membership and powers, including the appointment and removal of board members, and determining the terms of reference of the Board and establishing and maintaining the Company’s overall control framework;
    • Approval of major communications with shareholders;
    • Senior management and board appointments and remuneration, contracts, approval of bonus plans, and grant of share options;
    • Financial matters including the approval of the budget and financial plans, and changes to the Company’s capital structure, and business strategy; and
    • Other matters including regulatory and legal compliance.

The key board roles are as follows:

Chairman: The primary responsibility of the chair is to lead an effective board, fostering a good corporate governance culture and ensuring appropriate strategic focus and direction.

Chief Executive Officer (“CEO”): Charged with the delivery of the business model within the strategy set by the Board. Works with the chair in an open and transparent way. Keeps the Chairman and Board up-to-date with operational performance, risks, and other issues to ensure that the business remains aligned with the strategy.

The Board has two sub-committees appointed as follows:

Audit Committee

The Audit Committee should meet at least twice a year. The committee is responsible for the functions recommended by the QCA Code including the following:

    • Review of the annual financial statements and interim reports prior to approval, focusing on changes in accounting policies and practices, major judgemental areas, significant audit adjustments, going concern and compliance with accounting standards and legal requirements;
    • Receive and consider reports on internal financial controls, including reports from the auditors and report their findings to the Board;
    • Consider the appointment of the auditors and their remuneration including the review and monitoring of independence and objectivity;
    • Meet with the auditors to discuss the scope of their audit, issues arising from their work and any matters the auditors may wish to raise;
    • Monitor the amount of non-audit services provided by the auditor in order to satisfy itself that this will not compromise their independence; and
    • Review the Company’s corporate review procedures and any statement on internal control prior to endorsement by the Board.

The Audit Committee currently comprises Max Deeley and Keith Harris.

Remuneration Committee

The Remuneration Committee has been established primarily to determine the remuneration, terms, and conditions of employment of the executive directors of the Company. Any remuneration issues concerning non-executive directors are resolved by this Committee and no director participates in decisions that concern his own remuneration. The Remuneration Committee comprises Keith Harris and Max Deeley.

The Company will give regular consideration as to how best to evolve its governance framework as it grows.  Such evolution could include, for example, increase in the size of the Board and external review of Board members performance. The Remuneration committee will act as the Nominations committee in discussing matters such as director appointments and succession planning.

The Company will consult its adviser on all matters relating to the governance of the business, its committees, processes, and structures which may be relevant to all shareholders, such as the audit process, Board changes, Board incentivisation and option pools, and its ongoing financial results and management accounts and other issues which are deemed price sensitive.

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 through the annual report and accounts, regulatory announcements, and the annual general meeting. A range of corporate information (including all Company announcements and presentations) is also available on the Company’s website.

In addition, the Company will seek to maintain dialogue with shareholders through the organisation of virtual roadshows with the CEO and other members of the senior management team at least twice a year.

The Broker will organise shareholder update meetings and investor meetings and feedback provided to management to be shared with the wider Board.