Updated: 6^th December 2024

Devolver Digital Inc. Compliance with the QCA Code

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

The Group’s business model and strategy is set out in the front section of the Annual Report. The Directors believe that the Group’s model and strategy will strengthen the Group’s financial position by improving its core game publishing craft, leveraging existing intellectual property owned by the companies in the Group, and selectively acquiring new intellectual property, publishers and development studios. These combined actions will promote long-term value for shareholders.

The principal risks facing the Group are set out in the “Risk Factors” section of the Annual Report. The Directors will continue to take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks, including implementing a risk management framework.

Principle 2: Seek to understand and meet shareholder needs and expectations

The Group maintains an active dialogue with shareholders, who are kept up to date via announcements made through a Regulatory Information Service on matters of a material substance and/or a regulatory nature. Updates are provided to the market from time to time, including any financial information, and any expected material deviations to market expectations are also announced through a Regulatory Information Service. The Group’s Annual Report is available on the Group’s website. All Annual Meeting (“AM”) documents are available to download from the Group’s website.

The Group’s AM will be an opportunity for shareholders to meet with the Non-Executive Chair, Executive and Non-Executive Directors. The AM will be open to all shareholders, and offers an opportunity to ask questions and raise issues during the formal business, or more informally, following the meeting. The results of any voting at the AM will be announced through the Regulatory Information Service and posted on the Group’s website.

The Board is keen to ensure that the voting decisions of shareholders are reviewed and monitored and the Group intends to engage with and listen to shareholders who do not vote in favour of resolutions at the AM.

There is also a designated email address for Investor Relations, ir@devolverdigital.com, and all contact details are included on the Group’s website.

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

The Group takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including shareholders, staff, customers and gaming platforms and developers that it partners with as part of its business strategy.

The Executive Directors maintain an ongoing and collaborative dialogue with stakeholders and take feedback into consideration as part of the decision-making process and consider where feedback can impact the day-to-day running of the business. Devolver has always supported numerous local, national, and global charities and initiatives and in the year ended 31 December 2023 donated US$110k to charity. More information on our corporate social responsibility can be found in the “ESG” section of the Annual Report.

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

The principal risks facing the Group are set out in the “Risk Factors” section of the Annual Report. The Directors take appropriate steps to identify risks and undertake a mitigation strategy to better manage such risks where possible.

The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and has also established the Audit & Risk Committee. A formal review of these risks is carried out at least on an annual basis. Additionally, the Group holds an active risk register which is regularly reviewed at Board level as well as by the Audit & Risk Committee.

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

The Board comprises the following persons:

• Four Non-Executive Directors, and;
• Three Executive Directors.

The biographies of the Directors are set out in the “Board of Directors” section of the Annual Report. The Non-Executive Chair, Kate Marsh (previously Senior Independent Director), and Non-Executive Directors Jeffrey Lyndon Ko, Janet Astall and Jo Goodson are considered to be independent and were selected with the objective of bringing experience and independent judgement to the Board.

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

The skills and experience of the Directors are summarised in their biographies set out in the “Board of Directors” section of the Annual Report.

The Directors believe that the Board has the appropriate balance of diverse skills and experience in order to deliver on its core objectives. Experiences are varied and contribute to maintaining a balanced board that has the appropriate level and range of skill to drive the Group forward.

Prior to listing the Directors also received a briefing from the Group’s Nominated Adviser (“NOMAD”) in respect of continued compliance with, inter alia, the AIM Rules and from the Company’s Solicitors, Fieldfisher LLP, in the United Kingdom in respect of continued compliance with, inter alia, the AIM Rules for Companies and UK Market Abuse Regulations (“MAR”). The Group’s General Counsel and Board continue to attend several refresher training sessions with the Group’s NOMAD and solicitors regarding the AIM Rules, the Disclosure Guidance and Transparency Rules and MAR. In 2023, the Group’s General Counsel and Board received updated training on the AIM Rules, QCA guidelines and Delaware law.

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Directors consider the effectiveness of the Board, Audit & Risk Committee, Remuneration Committee, and individual performance of each Director. The Group has a Nomination Committee which conducts a regular assessment of the individual contributions of each member of the Board to ensure that their contribution is relevant and effective.

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

The Group has a responsibility towards its staff and other stakeholders. The Board promotes a culture of integrity, honesty, trust and respect and all employees of the Group are expected to operate in an ethical manner in all of their internal and external dealings.

The Group’s policies promote this culture and include such matters as whistleblowing, social media, anti-bribery and anti-corruption. The Board takes responsibility for the promotion of ethical values throughout the Group, and for ensuring that such values guide the objectives and strategy of the Group.

The culture is set by the Board and is regularly considered and discussed at Board meetings.

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

The Non-Executive Chair leads the Board and is responsible for its governance structures, performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Executive Directors are responsible for the operation of the business and delivering the strategic goals agreed by the Board.

The Board is supported by the Audit & Risk Committee, the Remuneration Committee and the Nomination Committee, further details of which are set out in the “Board Committees” section of the Annual Report. There are certain material matters which are reserved for consideration by the full Board. Each of the Committees has access to information and external advice, as necessary, to enable the committee to fulfil its duties.

The Board reviews the Group’s governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Responses to the principles of the QCA Code and the information is contained in the Group’s Annual Report and Accounts provide details to all stakeholders of how the Group is governed. The Board is of the view that the Annual Report, as well as its half year report, are key communication channels through which progress in meeting the Group’s objectives and updating its strategic targets can be given to shareholders.

Additionally, the Board uses the Group’s Annual Meeting as a mechanism to engage directly with shareholders, to give information and receive feedback about the Group and its progress.

The Group’s website is updated on a regular basis with information regarding the Group’s activities and performance, including financial information.

There is also a designated email address for Investor Relations, ir@devolverdigital.com, and all contact details are included on the Group’s website.

The Board Committees

Please refer to the Board Committees section of the Annual report for details of the Group’s Audit & Risk Committee, Remuneration Committee and Nomination Committee and their respective reporting.

Share Dealing Code

Devolver has adopted a share dealing policy which sets out the requirements and procedures for the Board and applicable employees’ dealings in any of its AIM securities in accordance with the provisions of UK MAR and of the AIM Rules.

Bribery and anti-corruption policy

Devolver has adopted an anti-corruption and bribery policy which applies to the Board and employees of the Group. It generally sets out their responsibilities in observing and upholding a zero tolerance position on bribery and corruption in all the jurisdictions in which the Group operates as well as providing guidance to those working for the Group on how to recognise and deal with bribery and corruption issues and the potential consequences. The Company expects all employees, suppliers, contractors and consultants to conduct their day-to-day business activities in a fair, honest and ethical manner, be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in compliance with it. Management at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.

Environmental, Social and Corporate Governance Policy

Devolver seeks to conduct its enterprise in a responsible manner, to treat its business partners and employees fairly and respectfully, understanding the importance of restricting the negative impacts of its operations on the environment, and advocating those principles with those whom it does business with. The Company seeks to emphasise its commitment to sustainability, employee welfare and development, diversity, equal opportunities, reducing waste and supporting charitable initiatives. The Company seeks to operate in an ethical manner across the jurisdictions in which it does business.