Updated: 19^th October 2023 

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 Part I of its Admission Document. The Directors believe that the Group’s model and growth strategy will strengthen the Group’s working capital position by improving its core game publishing craft, leveraging existing intellectual property owned by the Company, and selectively acquiring new intellectual property, publishers and development studios. These actions in combination will help to promote long-term value for Shareholders. An update on strategy will be given from time to time in the Strategic Report that is included in the annual report and accounts of the Group.

The principal risks facing the Group are set out in Part II of its Admission Document. 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

Prior to Admission, the Company’s executive management undertook a roadshow which has informed the Company as to its Shareholders’ expectations following Admission.

The Company’s annual report and notice of AM will be sent to all Shareholders and will be available for download from the Company’s website. 

There will be an active dialogue maintained with Shareholders. Shareholders will be kept up to date via announcements made through a Regulatory Information Service on matters of a material substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected material deviations to market expectations will be announced through a Regulatory Information Service. The Company’s AM will be an opportunity for Shareholders to meet with the Chairman, Non-Executive Directors and other members of the Board. The meeting will be open to all Shareholders, giving them the opportunity to ask questions and raise issues during the formal business or, more informally, following the meeting. The results of the AM will be announced through a Regulatory Information Service.

The Board is keen to ensure that the voting decisions of Shareholders are reviewed and monitored and the Company intends to engage with Shareholders who do not vote in favour of resolutions at Annual Meetings.

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 will maintain an ongoing and collaborative dialogue with such stakeholders and take all feedback into consideration as part of the decision-making process and day-to-day running of the business.

The Company takes corporate social responsibility very seriously and whilst given the nature of the business the risks of it having a negative impact on society and the environment are limited, the Board has implemented policies to remind employees of their obligations in this regard and adherence is carefully monitored.

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

The principal risks facing the Group are set out in Part II of its Admission Document. The Directors will take appropriate steps to identify risks and undertake a mitigation strategy to manage these risks. A review of these risks will be carried out at least on an annual basis, the results of which will be included in the Annual Report and Accounts going forward.

The Board has overall responsibility for the determination of the Group’s risk management objective and policies and has also established the Audit Committee.

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

The Board comprises the following persons:

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

The biographies of the Directors are found in paragraph 8 of Part I of the Admission document and the AIM Rule 26 website. The Non-Executive Directors Karen Marsh, Jo Goodson, Jeff Lyndon Ko and Janet Astall are considered to be independent and were selected with the objective of bringing experience and independent judgement to the Board.

The Board is also supported by the Audit Committee, the Remuneration Committee and the Nomination Committee, further details of which are set out in paragraph 18 of Part I of the Company’s Admission document and the AIM Rule 26 website.

The Directors are divided into three classes, designated as Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of Directors constituting the entire Board. At each Annual General Meeting, one class will be re-elected.

The Board will meet regularly and processes are in place to ensure that each Director is, at all times, provided with such information as is necessary to enable each Director to discharge their respective duties.

The Group is satisfied that the current Board is sufficiently resources to discharge its governance obligations on behalf of all stakeholders.

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 paragraph 8 of Part I of the Company’s Admission Document and AIM Rule 26 website.

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 maintain a balanced board that has the appropriate level and range of skill to push the Group forward.

The Board is not dominated by one individual and all Directors have the ability to challenge proposals put forward to the meeting, democratically. The Directors have also received a briefing from the Company’s Nominated Adviser in respect of continued compliance with, inter alia, the AIM Rules and the Company’s Solicitors in respect of continued compliance with, inter alia, MAR.

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

The Directors will consider the effectiveness of the Board, Audit Committee, Remuneration Committee, and individual performance of each Director. The Company has a Nomination Committee which will conduct a regular assessment of the individual contributions of each member of the Board to ensure that their contribution is relevant and effective. The outcomes of performance will be described in the Annual Report and Accounts of the Group.

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 staff handbook and policies promote this culture and include such matters as whistleblowing, social media, anti-bribery and corruption, communication and general conduct of employees. The Board takes responsibility for the promotion of ethical values and behaviours throughout the Group, and for ensuring that such values and behaviours 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 Chairman 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 Committee, Remuneration Committee and Nomination Committee, further details of which are set out in paragraph 18 of Part I of the Admission document and the AIM Rule 26 website. 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 intends to review 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 that will be contained in the Company’s Annual Report and Accounts provide details to all stakeholders on how the Company is governed. The Board is of the view that the Annual Report and Accounts as well as its half year report are key communication channels through which progress in meetings the Group’s objectives and updating its strategic targets can be given the Shareholders following Admission.

Additionally, the Board will use the Company’s AMs as a mechanism to engage directly with Shareholders, to give information and receive feedback about the Group and its progress.

The Company’s website will be 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

Audit Committee

Remuneration Committee

Nomination Committee

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.