Corporate Governance and Committees

Chairman’s introduction to governance

The Directors of the Brighton Pier Group PLC are strongly committed to upholding the values of good corporate governance and in our accountability to all of the Brighton Pier Group stakeholders including shareholders, staff, suppliers and customers.

At the time the Group was first admitted to AIM in November 2013, it took the decision to adopt the Quoted Companies Alliance’s (QCA) Corporate Governance Code (the “QCA Code”). The AIM Rules for Companies require that all companies admitted to AIM apply a corporate code and set out how the company complies with that code.

The QCA Code is a pragmatic and practical corporate governance tool. It continues to adopt a proportionate, principles-based approach, enhancing the users’ ability to explain their application of the principles and their corporate governance arrangements. The QCA Code is designed to be the means through which companies can earn and keep the confidence of shareholders and other stakeholders as they develop and mature” (extract from the QCA Governance Code published April 2018).

The Brighton Pier Group PLC continues to apply the QCA’s Corporate Governance Code and will report, where appropriate, any departures from its guidance.

The Group can also confirm that it has continued to comply with the QCA code (except for instances of stated departure) throughout the period of COVID-19 shutdowns, adapting working practices where appropriate.

To see how the Brighton Pier Group applies the ten governance principles defined in the QCA Code please refer to the below table. This was last updated on 15 April 2024.

The Board understands that good corporate governance creates shareholder value by improving performance, whilst reducing or mitigating the risks that a company faces as it seeks to create sustainable growth over the medium to long-term.

Luke Johnson
Chairman

 

# QCA Principles Application How the principle of the code is applied

Deliver Growth

1

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

The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future

The Brighton Pier Group’s strategy is explained fully within our Strategic Report section on pages 2 to 26 of our latest Annual Report and Accounts for the 18 months ended 25 December 2022.

The Group’s strategy in the short to medium term is currently focussed on the continued expansion of its four divisions, namely the Pier, Bars, Golf and Lightwater Valley to drive revenue, EBITDA and earnings growth. This will be complimented by the active pursuit of future strategic acquisitions in the leisure and entertainment sector as they arise.

In the medium to longer term the Group intends to continue to capitalise on the skills of the four existing divisions, creating a growth company that operates across a diverse portfolio of leisure and entertainment assets in the UK. It is the Board’s longer-term strategy to position the Company as a consolidator within this sector.

The key challenges to the business and how these are mitigated is detailed on pages 20 to 22 of our last Annual Report and Accounts for the 18 months ended 25 December 2022.

2 Seek to understand and meet shareholder needs and expectations

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

Members of the Board meet both institutional and private shareholders at least twice every year following the publication of the half-year and full-year results.

The Board recognises that the AGM is also an important opportunity to meet shareholders. The AGM is led by the Chairman, Luke Johnson, and the Board attends in full so that its members can answer questions as part of the formal proceedings or listen to the views of shareholders informally immediately following the AGM.

Matters for consideration at AGMs have historically been passed unopposed at previous AGMs. However, if voting decisions at the AGM were not in line with the Company’s expectation, the Board would actively engage with shareholders on these matters.

The Group website at: www.brightonpiergroup.com documents all historical Company reports, notices of AGMs, constitutional documents and share price information, together with all RNS announcements made since the Group was admitted to AIM in November 2013. Shareholder feedback is discussed at Board meetings. Any shareholder who needs to contact the Company can do so via the Company Secretary who is available to deal with any questions. The Company Secretary can also, if necessary and appropriate, put shareholders in touch with other relevant Board members.

Please use the following email address to contact the Company Secretary: [email protected]

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

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators, and others). The board needs to identify the company’s stakeholders and understand their needs, interests, and expectations.

Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

he Brighton Pier Group recognises that long-term success relies upon good relations being fostered with a range of stakeholders both internally and externally. Feedback as to how we perform as a Group is important, and we strive to continue to improve and develop these relationships as the Company grows.

The Group recognises the following stakeholders in the Group, namely:

  • shareholders
  • employees
  • customers
  • suppliers
  • regulators
  • the local Community within which we operate

The Board depends on a variety of reports, systems and controls to manage and further the interests of the Group’s stakeholders. These include regular meetings and focus groups with customers and staff, a commitment to training at all levels of the business, licensing, control visits to venues to ensure compliance at local level, meetings and events with the local community, and regular engagement with suppliers.

The Group conference in January 2020 provided an invaluable opportunity to get feedback from staff at all levels including general managers from all four divisions, head office and executive directors. The actions plans put together during the conference will form an important part of the Group’s planning post COVID-19.

The Group conference in January 2020 provided an invaluable opportunity to get feedback from staff at all levels including general managers from all our venues, head office and executive directors. The actions plan put together during the conference have formed an important part of the Group’s planning post COVID-19.

The Group established a new Risk and ESG Committee during the period and its first meeting was held in October 2021. The Committee meets under the leadership of the Senior Independent Non-Executive Director. Meeting the challenge of climate change is going to be a very important part of the Committee’s work over the coming months.

The Committee’s plans for ESG are outlined on page 42 of our last Annual Report and Accounts for the 18 months ended 25 December 2022.

Many of the other considerations and actions we take are detailed in the Section 172 statement on pages 23 to 26. of our last Annual Report and Accounts for the 18 months ended 25 December 2022.

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

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

The Board and Senior Managers are responsible for reviewing and evaluating the risks in the business.

These risks were originally published in the Admission document dated 20 November 2013 (pages 22 to 29) and again in the Admission document dated 8 April 2016 (pages 30 to 38). These risks are regularly reviewed by the Board of Directors and considered at Board meetings. Whilst risk management was previously the remit of the Audit Committee, this has now moved to the Risk and ESG Committee. As well as the Senior Independent Non-Executive Director the Committee will be supported by the CEO, the CFO and will also bring to bear other expertise as needed over the coming months. The Committee will report on its work to the Board of Directors on a quarterly basis.

Executive Directors have at least one meeting per month with their teams, with the objective of reviewing ongoing trading performance, discussing budgets, forecasts and any new risks associated with ongoing trading.

The other key identified risks to the business and how these are mitigated are detailed on pages 20 to 22, of our last Annual Report and Accounts for the 18 months ended 25 December 2022.

Maintain a dynamic management framework

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

The board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement.

The board should be supported by committees (e.g., audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfil their roles.

The Board of Directors control the Group.

Luke Johnson, Non- Executive Chairman, is responsible for the running of the Board.

Anne Ackord, the Group’s Chief Executive, has executive responsibility for running the Group’s business and implementing Group strategy.

Luke Johnson has a beneficial interested in 27% of the issued share capital of the Group, and therefore is not considered to be independent. The Board believes that his role as Chairman is in the interests of the Group, its shareholders and other stakeholders.

The Chairman is responsible for ensuring that Directors receive accurate, sufficient and timely information. The Company Secretary compiles the Board and committee papers which are then circulated to the Directors in a timely manner ahead of meetings. The Company Secretary provides minutes of each meeting and each Director is aware of their right to have any concerns minuted.

The Board comprises of the Chairman, two Executive Directors and two Non-Executive Directors.

The Non-Executive Director communicate directly with Executive Directors and senior management between formal Board meetings.

The Board meets at least ten times every year. Directors are expected to attend all meetings of the Board, and of the Committees on which they sit, and to devote sufficient time to the Group’s affairs to enable them to fulfil their duties as Directors.

During the financial period ending 25 December 2022 there was 100% attendance by serving Directors at all Board and Committee meetings.

In the event that Directors are unable to attend a meeting, their comments on papers to be considered at the meeting will be discussed in advance with the Chairman, so that their contribution can be taken into consideration by the Board.

The Audit, Remuneration, Nomination and Risk / ESG Committees support the Board. All of the terms of reference of these Committees are in the section dealing with Principle 9.

The Audit Committee terms of reference are detailed below in the section dealing with Principle 9.

Paul Viner is Chairman of the Audit Committee and its other member is the Senior Independent-Non Executive Director.

Paul is a Chartered Accountant with experience as Finance Director in both multi-site retail operations and quoted companies.

Whilst the Senior Independent-Non Executive Director recruitment is under way, the second member of this Committee is being held by Luke Johnson.

The experience and skills of both of these Non-Executive Directors are relevant to the business conducted by the Audit Committee.

Although both Directors currently have a financial interest in the Group, the Board is of the view that the size of these investments will not compromise the Committee’s independence once a new Senior Independent-Non Executive Director is recruited.

Remuneration and Nominations Committee
Luke Johnson is the Chairman of the Remuneration and Nominations Committee and its other member is the Senior Independent-Non Executive Director.

The Remuneration and Nominations Committee advises and assists the Board in relation to new appointments.

Risk and ESG Committee
The Senior Independent-Non Executive Director will be the Chair of the ESG Committee, supported the Chief Executive Officer and the Chief Finance Officer. It also draws on specialist external expertise where required

The Committee regularly reviews the Groups risk register and advises the Board on the Group’s plans for Environmental, Social and Governance strategy.

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

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.

As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change

The Board is satisfied that, between the Directors, it has an effective and proportionate balance of skills and experience relating to the leisure and hospitality business. The blend of relevant experience, skills, personal qualities and capabilities enable the Board to successfully execute its strategy. Details of the Board’s experience can be found in the Board section of this website. www.brightonpiergroup.com

The current Board has significant sector, operational, financial and listed public company experience.

Directors are expected to consider their skills in relation to the responsibilities and roles within the Board. It is important that they keep up to date with changing legislation and allocate the necessary time to undertake continuing and relevant professional development.

The Chairman of the Board in his role as Chairman of the Remuneration and Nominations Committee oversees the process of new appointments. The Committee as a whole make recommendation to the Board on all new Board appointments.

Where new Board appointments are considered, the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender. The Nomination Committee also considers succession planning.

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

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.

Luke Johnson has been Chairman of Brighton Pier Group since June 2015.

Individual assessments of all members of the Board of Brighton Pier Group are ongoing to ensure that:

  • they are committed to the progress and long-term success of the Group
  • their contribution is meaningful and effective
  • they are progressing within their role and benefiting the Group
  • they maintain the high standards of ethics and compliance within the regulatory framework expected of a Board member in a quoted company, and
  • the independent Directors of the Group maintain their independence and challenge the Board where the situation demands it.

The size and nature of the Board at the Brighton Pier Group means that assessment of each Director is done on an ongoing and ad-hoc basis.

There is at present no formal process for identifying development or mentoring needs for individuals. Regular meetings do, however, take place between the Chairman and the members of the Board where training or other needs can be discussed and actioned.

The Articles of Association of the Brighton Pier Group requires every new Director appointed in the period since the last AGM to resign and to be put up for re-election at the next AGM.

The Articles of Association also require every Director in office at the previous two AGMs to resign at the third AGM and put themselves up for re-election by members

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

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including recruitment, nominations, training, and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.

The Board sets and approves its strategy annually. This includes decisions on potential acquisitions, future investment, major capital projects and other plans. The Board also agrees its common goals for each of the divisions within the Group.

These plans are communicated by the Chief Executive Officer to the management teams in each division.

As the Group consolidates its new acquisitions, work will be ongoing to further promote and communicate a common corporate culture into all aspects of life at each of the divisions.

The Group held its first Group strategy and team building conference in January 2020. This was the first time that the managers from all the divisions were able to meet together alongside their head office teams. The purpose of the conference was to allow the teams from all the divisions to collaborate together to contribute to the strategic vision of the Company, review the culture of the business and to create an action orientated business plan for each division.

One of the principal outcomes from the conference was the Group’s mission statement :

  • Entertainment is our Business.
  • Our vision is to work together to build a thriving, growing business where our customers leave with wonderful memories that last a lifetime.

Supported by our values of:

  • Passion, Integrity, Knowledge, and Inclusivity
9 Maintain governance structures and processes that are fit for purpose and support good decision- making by the board

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

  • size and complexity; and

  • capacity, appetite and tolerance for risk.

The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

The Board provides strategic leadership for the Group and operates within the scope of its corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves guiding the culture, values and practices that operate throughout the business, and defining the strategic goals that the Group implements in its business plans.

The Board provides direction for the Group through its regular meetings. The Board meets at least ten times in any given year. Prior to the start of each calendar year, a schedule of dates for Board meetings for the following 12 months is compiled, aligning with the Group’s financial and trading calendars, whilst also ensuring an appropriate spread of meetings across the financial year. This schedule may be supplemented by additional meetings on an ad-hoc basis, as and when required.

Audit Committee

The Audit Committee meet at least three times a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and the accounting policies. The Committee makes recommendations to the Board on the appointment of the external auditor and oversees the external audit process.

Remuneration and Nominations committee

The Remuneration and Nominations Committee will meet at least once a year. The Remuneration and Nominations Committee has responsibility for determining, within agreed terms of reference, the Group's policy on the remuneration of Senior Executives (this includes specific remuneration packages for Executive Directors, including pension rights, compensation payments and bonus schemes), making recommendations for grants of options under the Group’s Share Option Plan. The Committee furthermore evaluates and keeps under review the size, structure and composition of the Board, making recommendations on any proposed changes and considering the challenges and opportunities facing the Group, as well as the skills, knowledge and experience required.

The remuneration of Non-Executive Directors is a matter for the Board.

Directors are not permitted to be involved in any discussions as to their own remuneration.

Risk and ESG Committee

The Risk and Environmental, Social and Governance committee meets at least twice a year.

The Committee has responsibility for the regular review of the Groups Risk Register. It also advises the Board on the Group’s plans for Environmental, Social and Governance strategy.

The Committee advises the Board on the Groups;

  • Environmental policies focusing on measuring the company’s stewardship of scarce resources, environmental impact and its contribution to sustainability.
  • Social criteria which focus on the quality of relationships with employees, suppliers, customers and the communities where we operate.
  • Governance framework which oversees the Group’s leadership, succession planning, executive pay, external audit, internal controls, licencing, health & safety, and shareholder rights.

The committee is also charged with implementing strong oversight of the Group’s IT infrastructure to ensure security over data and compliance with GDPR.

Finally, the committee advises the Board on crisis management.

The Role of the Board, Chairman and Chief Executive Officer

The Board is responsible for the long-term success of the Group. There is a formal schedule of matters reserved to the Board which includes overall Group strategy, approval of major investments, approval of annual and interim results, annual budgets, dividend policy and Board structure. The Board also monitors the exposure to key business risks and reviews the strategic direction of all trading subsidiaries, along with their annual budgets and performance. Additionally, it has overall responsibility for maintaining internal control systems to safeguard the investment of shareholders and the assets of the Group.

The Chairman has overall responsibility for corporate governance and promoting high standards throughout the Group. Leading and chairing the Board is another key responsibility, through ensuring that the Committees are properly structured, quorate and have the appropriate information and resources with which to perform their functions. The Chairman is instrumental in developing strategy and setting objectives for the Group, as well as overseeing communication between the Group and its shareholders.

The Chief Executive Officer provides leadership and management to the Group. The CEO pushes the development of objectives, strategies and performance standards whilst also overseeing and managing key risks that may be present. The CEO also keeps the Board updated on employee and other key stakeholder matters. Investor relations play a key role in ensuring that communications between the Group and its existing shareholders and financial institutions is maintained.

The Chief Financial Officer is responsible for implementing and delivering strategy, together with the operational and financial decisions agreed by the Board, incorporating them as required into the day-to-day operation of the Group.

The Company Secretary is responsible for providing a clear and timely information flow to the Board and its committees, as well as supporting the Board on matters of corporate governance and risk.

The Board approved the adoption of the QCA Code as its governance framework in November 2013. It continues to monitor the suitability of this code on a regular basis and revise its governance framework whenever appropriate, as the Group and the code continue to evolve.

Build Trust

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

A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base.

This will assist:

  • the communication of shareholders’ views to the board; and
  • the shareholders’ understanding of the unique circumstances and constraints faced by the company.

It should be clear where these communication practices are described (annual report or website).

The Company communicates with shareholders through the Annual Report and Accounts, full and half yearly announcements, the AGM and one-to-one meetings with existing and potential new shareholders.

As announced on the 20 June 2022, the Group has changed its accounting reference date (and financial year end) from the 30 June to the 31 December.

Furthermore, a large range of corporate information, including all other Regulatory News Service announcements are available to shareholders, investors and the public on the Brighton Pier Group’s investor website at

www.brightonpiergroup.com

The company meets on regular basis with the Company’s brokers and other professional advisors who keep the management up to date with market information..