Corporate Governance

CORPORATE GOVERNANCE
(last updated 3 August 2022)

INTRODUCTION

The Board continues to be committed to achieving, maintaining and further developing high standards of corporate governance, integrity and business ethics. The Company applies the Quoted Companies Alliance’s (the “QCA”) Corporate Governance Code 2018 (the “QCA Code”) in all matters relating to the Company’s corporate governance. The QCA Code is the recognised benchmark for corporate governance of small to mid-sized quoted companies and the Board considers it to be appropriate and proportionate for the Company, given its size and scale of operations.

THE QCA CODE

The Board undertakes an ongoing assessment of the QCA Code principles and of the Company’s level of compliance. The underlying philosophy of the QCA Code is very much aligned to the approach adopted by the Company in establishing and developing its business model, practices and policies over the years since the admission of its shares to the London Stock Exchange in 1995. The Board is particularly mindful of the importance of:

  • active engagement with all of its stakeholders;
  • a positive and collaborative culture throughout the Group; and
  • enhancing the quality of the experience that customers, suppliers and other stakeholders have in their interactions with the Company. 

The Board seeks to strike a balance between the aims of developing prudent and effective management policies, processes and procedures to achieve its good governance goals (on the one hand) and preserving the Group’s well-established open/collaborative culture and nurturing the entrepreneurial spirit and flair that has served the Group well over the years (on the other), without allowing either to be compromised.

The explanation of how the Company has applied the QCA Code and the further measures that it is proposing to take to enhance further its good Corporate Governance practices will be updated from time to time.   This statement provides the “signposted” disclosures required to be made by the QCA Code.

THE QCA CODE - SIGNPOSTED DISCLOSURES

The QCA Code sets out 10 key principles of good corporate governance, designed to guide companies towards delivering growth in long-term shareholder value, establishing and maintaining an efficient, effective and dynamic management framework and promoting confidence and trust amongst all stakeholders. In reporting in relation to compliance with the QCA Code, the Company will assess the position under each of these principles and disclose and/or otherwise “signpost” its means of compliance.

Principle 1: Set out the strategy and business model

The Company’s business model and strategy is explained in the Annual Report. A copy of the Annual Report for the year ended 31 August 2021 (the “2021 Annual Report”) is here.

In particular, the business model and strategy are explained in the Overview section of the Strategic Report on page 2 of the 2021 Annual Report.

The business' Key Performance Indicators (KPIs) are considered by the Board to be revenues, operating profit before significant and exceptional items, underlying earnings per share and cash generation.   These KPIs are reported on in the Annual Report and the most recent audited position is summarised in a table on page 4 of the 2021 Annual Report. The 2021 Annual Report also explains the risks and uncertainties of the business and how the Board seeks to mitigate these.

During AGMs (save for the 2021 AGM, when an in-person meeting was not possible), the strategy is discussed with the shareholders present or represented at the meeting.  The strategy, and the progress made with its implementation, forms a large part of the dialogue with the shareholders and between the Group’s senior personnel and this dialogue reflects the Company's commitment to good information flows and the promotion of long-term value for shareholders.

Principle 2: Understand and meet Shareholder expectations

During a financial year, shareholders receive either a letter informing them that the Annual Report, the Interim Report and any Circular letter to shareholders published by the Company is available to view and download from the investors section of the Company’s website or, if they have so elected, hard copy of such reports or documents.  In addition, shareholders and other interested parties are able to register at the Company’s website here to receive alerts when announcements are issued by the Company and/or to receive other information about the Group’s products and services.

Other than in relation to the financial reports, the Company communicates with its shareholders primarily through regulatory announcements. These contain the contact details of one or both of the Company's Joint-Managing Directors and its Nominated Adviser. All announcements are issued via the London Stock Exchange and are also placed in the investors section of the Company’s website and, where appropriate, may also be sent to shareholders by post. 

Over the years members of the Board have had the opportunity to meet or talk directly to the shareholders that are not involved in the running of the business, including a number of its institutional shareholders. The Board is keen to understand the needs and expectations of its shareholders. Some of the Company's larger shareholders have been investors in the Company for a number of years. Proactive Investor presentations and interviews are provided from time to time. In addition, twice-yearly meetings are arranged with major shareholders when the Company presents its results “roadshows” and these enable the Board to obtain an understanding of shareholder objectives and concerns. Whilst the intrusion of the COVID-19 lock downs and associated restrictions have, in the recent past, required these meetings to be conducted by telephone or video calls, effective communications have been maintained with these major shareholders.

The AGM is the other means that the Company uses to converse with its shareholders about their expectations and maintain a good flow of information. Regretfully, due to the COVID-19 restrictions, the 2021 AGM was conducted as a closed meeting and directors did not have the customary opportunity to engage directly with shareholders in this way.   

Although the 2022 AGM, held on 21 January 2022, was held as an in-person meeting, attendance in person by shareholders was strongly discouraged, due to health and safety concerns over the transmissibility of the Omicron variant of COVID-19, and shareholders were urged to submit proxy forms to register their votes.  All resolutions were at the 2022 AGM were put to a vote by means of a poll and not the usual show of hands.  Whilst measures to enable virtual attendance by shareholders and questions to be submitted in advance of the AGM were helpful, it is acknowledged that they fell short of allowing the customary opportunity for personal engagement between shareholders and the directors that the AGM usually provides.  It is hoped that things will be normalised for the 2023 AGM and that this important occasion for direct communication can be reestablished.  

The Company also facilitates communication with investors by responding to questions and enquiries sent by email to info@charactergroup.plc.uk or by post to its registered office or other offices. The members of the Board are always available to enter into discussion with the Company’s shareholders and strongly believes that an ongoing dialogue with its shareholders is key to maintaining a healthy level of transparency.

Jon Diver and Kiran Shah (the Company's Joint-Managing Directors) are primarily responsible for shareholder liaison.

Principle 3: Wider Stakeholders involvement

The Company's relations with its customers, suppliers, staff and trade associations are key to the success of the Group. These relations are viewed very much as partnerships and each of them is nurtured and developed on an ongoing basis.

-           Customers

The Company presents its portfolio of brands and products to its current and prospective customers at key points during the year to ensure the best opportunity to gauge customer reactions to its planned product offering and obtain orders and listings for the coming season. During the lockdowns and associated precautionary measures that were in place from March 2020 until the end of 2021, many of these presentations took place virtually by audio-visual means, Thankfully, since the beginning of this year, there has been a resumption of in person meetings, both at the Company’s showrooms and, in the UK, at toy fairs, with the Group staging a major presence at the London Toy Fair at Olympia in January 2022 and its participation in the Distoy International Toy Fair in London in May 2022.  With the lifting of COVID restrictions and the easing of the associated measures and travel constraints generally, a global resumption of full, in-person engagement is anticipated by the end of this year. 

In between presentations, there is an ongoing dialogue with customers to seek to monitor trends in their markets, anticipate their requirements, inform them of developments in the Group’s business and to ensure that their ongoing business with the Company is serviced efficiently. The management team share/”road-test” concepts and designs and present mock-ups and pre-productions samples with these customers and adjust the designs and plans (or even abandon them) in response to their responses and feedback. Ultimately, the Company will be judged on its ability to meet its customers’ expectations of quality and value and the Group’s timeliness in fulfilment and the integrity, accessibility, adeptness and reliability of the Group’s team (at all levels) is key to the achievement of these goals and fostering of these enduring relationships.

-           Suppliers

With suppliers, whether manufacturers, licensors of characters/brands or distribution partners, ongoing communication is key to successful and efficient business.  

With manufacturers – the management team’s ongoing communications and local presence ensure timely concept development, tooling-up and production, rigorous quality and assurance standards (compliant with all applicable regulatory requirements and customer specifications) and reliable supply and timely delivery.

With licensors – the Group has established a strong reputation for consistently delivering quality product, achieving good distribution and supporting the owner’s brand with strong marketing campaigns that ensure that the brand is protected and even enhanced though the development and sell-through of ranges of in-house, designed products.

With distribution partners – the Group provides an assured route to market in the UK, Ireland and Scandinavia for the products of many overseas toy manufacturers. An ongoing dialogue and close interactions with these partners enables the management team to gauge trends and capture items/lines at an early stage for distribution in the UK, Ireland and Scandinavia.

-           Employees

The Company's most precious resource continues to be its personnel.   For this reason, the Group was an early adopter of strict COVID-19 protective measures to ensure a safe and protected working environment for our staff and workers and visitors to our premises from March 2020.  Whilst these measures have now been considerably relaxed, vigilance to ensure a safe working environment at all of the Group’s premises will be maintained.

The Board believes that the Group’s strong, collaborative culture and entrepreneurial spirit has been responsible for developing enduring good employee relations and a strong work-ethic, evidenced by the enduring loyalty and staff retention over the years. The Group’s ability to operate effectively and continue to grow the business through the COVID-19 lock-downs and for the duration of the associated restrictions, to adjust to the changing mix of business that has developed increasingly since March 2020, to address and largely overcome the logistical challenges that have plagued all importers throughout and continuing at this time and to assuredly navigate the business through those testing times was a testament to the critical importance of our people in the business and the culture that they develop and support. Staff at all levels understand and embrace the Group’s business strategy and many co-author, develop and enhance that strategy to ensure its dynamism and continued relevance.   Good staff communications have been and will continue to be key to growth of the business.

-           Trade associations

The Company is an active member of the British Toy and Hobby Association (BTHA). The work of the BTHA has been key to developing the industry’s relations with government, regulators and enforcement bodies in the UK, the EU and globally. Its campaigns and active participation in consultations in relation to toy safety, ethical manufacturing, environmental impact of and issues affecting the industry, responsible marketing to children and families, data protection and trade have helped to shape the landscape for the industry in the UK and, more widely, the EU and beyond and we are proud to be a vocal member of this organisation.

-          Charitable and local community engagement

We actively support and promote the activities of:

  • The Toy Trust - The British Toy and Hobby Association’s charity supporting disadvantaged and disabled children within the UK and abroad;
  • The Fence Club - a Charity founded by members of the UK Toy Trade, which raises money for a wide range of children's charities, including for support of hospices and handicapped and autistic children;
  • The Light Fund - the UK licensing industry’s charity which supports the activities of a number of charities, including The Children's Trust, Orchid Trust, Kidscape, Teenage Cancer Trust Hospital, Multiple Sclerosis Resource Centre, Guide Dogs For The Blind, Institute of Cancer Research, Medical Detection Dogs, Parkinson’s UK and Alzheimer's Society;
  • The Variety Club - best known for providing “Sunshine Coaches” to schools and organisations that provide disabled and disadvantaged children with services and support for their educational, recreational or vocational activities;
  • The Kingfisher Learning Trust – a charity that has established the Kingfisher Special School, the only school for children with complex and severe learning needs, in Oldham;
  • The Royal Marsden Cancer Charity:
  • The Bone Cancer Research Trust.

Many of our directors, staff, suppliers and customers actively engage in the fundraising work of these and other organisations, principally giving support to disabled or disadvantaged children. Over the years, a number of our directors and senior executives have assumed leadership roles in the organisation and administration of these bodies. The work of these organisations tangibly enriches the lives of the young and vulnerable and is immensely rewarding for all involved and we will continue in our support for the work of these wonderful organisations going forward. Regretfully, the lock downs and restrictions throughout much of the time since late March 2020 have severely hampered the fundraising activities of these organisations and our ability to support them but we look forward to embracing the opportunity to resume this important work as things continue to normalise.

Principle 4: Risk Management

The main risks and uncertainties affecting the business are set out in the 2021 Annual Report in the section entitled “Principal Risks and Uncertainties” (on pages 8 and 9) and in the Corporate Governance Report (on pages 21 and 22).

These risks are monitored on a regular basis by the Board. The Executive Review also explains how the Board seeks to deal with and mitigate these risks.

Principle 5: Well-functioning Board

The Board comprises ten Directors, four of which (David Harris, Clive Crouch, Carmel Warren and Jonathan Shearman) are considered by the rest of the Board to be independent for the reasons set out under the heading “The Board” in the Corporate Governance Report (on pages 18 – 20 of the 2021 Annual Report). Clive Crouch has been designated as the Senior Independent Non-Executive Director.

The Board meets at least four times a year to discuss a wide range of matters concerning the Group, including financial results and communications with shareholders. The Directors are required to attended all of these Board meetings. In addition, a number of ad hoc meeting of the Board take place during the year to address material issues arising in relation to, amongst other things, the business, operations, COVID-19 response and corporate governance of the Group.

The Board has four committees, further details of which are given in relation to Principle 9 below.

The executive Directors are full-time working directors. The Non-Executive Directors do not have prescribed working hours in their appointment letters but are required to expend such time in discharging their duties as is necessary or required to fulfil their respective roles.  

Further details regarding the Board are set out in relation to Principle 9 below and under the heading “The Board” in the Corporate Governance Report (on pages 18 – 20 of the 2021 Annual Report).

Principle 6: Experience and skills of the Directors

The skills of each member of the Board are set out in his biography (see the Directors’ biographies here).

The Directors select much of their own training/refresher/updating programs, as required, and the costs associated with such training are borne by the Company.   The Company also provides structured training on relevant new developments, as considered appropriate, from time to time. This is considered to be a facilitating role on the part of the Company, not a prescriptive one, geared towards encouraging a systematic approach to updating skills and training for the Directors. Notably, the Company has in the last 12 months arranged seminars for Directors and other relevant personnel to attend, covering subjects such as further development of the Group’s Environmental Policy (including in the use of plastics, the focus on sustainability in the design of products and packaging and the reuse of plastics and other materials) and developments in Data Protection, Cyber security and the security of digital assets.

The Company is committed to maintaining a culture of equal opportunities for all employees regardless of gender, gender identity or reassignment, age, race, religion, sexual orientation or disability and this approach is adopted in relation to appointments to the Board. Although diversity is one of the key factors that the Board will take into account when making a new appointment, any new appointment will only be made on the basis of a candidate’s merits and the skills and experience identified by the Board as being desirable to complement those of the existing directors.

The Directors understand the Group’s business, have the skills to evaluate its performance and are able to deliver a clear strategy that can be communicated to personnel, the shareholders and other key stakeholders. The Directors also benefit from a corporate culture that they can all relate and commit to.

Principle 7: Evaluation of the Performance of the Board

The Directors consider that the size of the Company does not justify the use of third parties to evaluate the performance of the Board on an annual basis, though this will be kept under regular review.

The annual performance evaluation of the Board and its committees was conducted in October/November of this year. The initial part of the evaluation required each Director to complete a detailed questionnaire, probing many aspects of the role and effectiveness of the Board and its constituents.   A report was compiled from the responses given, with no attribution given to the responses received. The report was then considered by each of the Directors and discussed at the November 2021 meeting of the Corporate Governance and Risk Management Committee and the Board. This process has identified areas where governance and/or practices may be strengthened, whilst ensuring that essential culture and strengths of the business are preserved.

Individual Director evaluation of the Directors (other than the Chair) was undertaken by the Chair in October 2021. Initially, the Chair completed an evaluation questionnaire and provided written comments in respect of each director. The Chair then shared his completed evaluation for each of the Directors with those Directors and gave each of them the opportunity to respond to that evaluation and to initiate a one-on-one dialogue.  It is intended that this will be an ongoing conversation, designed to share views on aspects of each Director’s role and performance and encourage each Director to further direct, develop and grow his skills and contributions to the Board’s discharge of its functions.

The evaluation of the Chair was undertaken by the then other Non-Executive Directors in August 2021. In much the same way as the other individual Director evaluations, such other Non-Executive Directors each completed an evaluation questionnaire and otherwise volunteered written comments in respect of the Chair.  Those completed responses were then shared with each of the other then Independent Non-Executive Directors and provided to the Chair and he was given the opportunity to respond to those evaluations.

Each of the Directors believes that these evaluation processes have been very informative and will greatly benefit the Board and its constituents going forwards. Whilst these processes make it clear that there will always be room for improvement, the Chair confirms that the performance of the Executive and Non-Executive Directors continues to be effective and demonstrates commitment to the roles and the Board, as a whole, believes that the Board and its committees are operating satisfactorily and continue to have a positive direction of travel.

The finance and accounting experience and skill sets of the Board were bolstered considerably earlier in the year with the appointment to the Board of Carmel Warren and her subsequent assumption of the Chair to the Audit Committee of the Board. 

Succession planning continues to be  a matter for deliberation by the Board, both for the executive and non-executive directors.  It is recognised that the succession plans need to be in place to manage this important aspect of the Board’s responsibilities to ensure the continued efficiency of the operation of the Board, the further development of the Group’s strategy, the mentoring of its existing talent and the attraction of new valuable team members to our ranks. 

Both Richard King (Non-Executive Chair) and David Harris (Non-Executive Director) have continued to urge the Board to address the succession planning for the non-executive positions on the Board, given their respective prospective retirements in the medium term.  David Harris retired from his position as Senior Independent Non-Executive Director and Chair of the Remuneration Committee earlier this year and has been succeeded in the role of Senior Independent Non-Executive Director by Clive Crouch.  Richard King has also stepped down from his positions on the Audit, Remuneration and Nominations Committees and has also been succeeded to the role of Chair of the Nominations Committee by Clive Crouch.  Jonathan Shearman, who was appointed on 1 June 2022, has bolstered the ranks of the Independent Non-Executive Directors and has become Chair of the Remuneration Committee and a member of all of the other Committees of the Board.

The Chair’s role is crucial to the Board in challenging and mentoring the executive Directors, shaping the strategy for the Group, assessing and monitoring the risks for the Group and in the Chair’s involvement in the Group’s projects and issue resolution.  Carmel Warren’s appointment to the Board in April 2021 and the appointment of Jonathan Shearman in June 2022 were significant steps in the direction of addressing this succession issue.  For the time being, both Mr King and Mr Harris have confirmed that they will be happy to continue to serve on the Board, with the support of shareholders

Principle 8: Corporate Culture

Character has a strong corporate identity which has been instrumental in nurturing and retaining the talents that are essential to ensure the development and prosperity of the business.

The Group employs a total of 209 people across its locations in the UK, Scandinavia and Asia. The team is dedicated to and focused on developing, manufacturing, marketing, selling and distributing innovative and exciting toys that meet the high expectations that the Group’s customers and the consumer demand, in terms of quality, value and sustainability.

There is a spirit of collaboration at all levels of personnel within the Group (from the warehouse floors through to the boardroom), informed and reinforced by a strong, inclusive culture. This sees its expression in the continuous hard work, dedication and loyalty of the Group’s personnel and in the strong and enduring bonds with the Group’s customers and suppliers. This unique team spirit underpins the strength of the Group’s model and provides the Company with the dynamics that assures the Group of its continued ability to deliver performance and results.

Principle 9: Governance Structures

The Board comprises ten Directors, namely the Non-Executive Chair, four further Non-Executive Directors and five Executive Directors. The Board is responsible to the shareholders for the proper management of the Company.

Biographies for each of the Directors are here. These biographies demonstrate the range and blend of experience and backgrounds available to the Board to enable it to manage the Company’s business, engage with all stakeholders and exercise informed and reasoned judgement in relation to all issues faced by the Company, whether in relation to strategy, performance, risk assessment, resources, the environment, social responsibility or standards of conduct, all of which are considered vital to the success of the Company.

The Company has appointed:

  • a non-executive Chair, responsible for overseeing an effective Board – Richard King. Although not considered by the Board to be independent (due to his tenure as executive chair until 2016), Richard is considered to be sufficiently removed from the day to day operations of the Company to retain an objective view and to challenge management and, thereby, is well able to represent the interests of all the shareholders;
  • two Joint-Managing Directors, responsible for the overall strategy of the Group and for the Group’s operations as a whole – Jon Diver and Kiran Shah;
  • a Group Financial Director, responsible for the Group’s financial controls – Kiran Shah;
  • a Managing Director of UK Operations – Joe Kissane;
  • a Managing Director of Far East Operations – Mike Hyde;
  • a Group Marketing Director – Jerry Healy;
  • four independent non-executive Directors - David Harris, Clive Crouch, Carmel Warren and  Jonathan Shearman who (together with the Chair) provide a balance to the Executive Directors.

The Board is responsible for:

  • formulating, reviewing and approving the Company’s strategy, budgets, acquisition and divestment policy, major capital expenditure, overall capital structure, significant financing and operational matters and corporate actions;
  • the appointment and removal of any director; and
  • overseeing the Group’s progress towards achieving its goals.

The Board has a formal schedule of matters reserved specifically for decision by the Board. Effectively, no decision of any material consequence is made other than by the Directors and all Directors participate in the key areas of decision-making. Meetings of the Board are held not less than four times a year, with additional meetings being convened and held as and when required.

Ray Smyth, a solicitor and the Company’s full-time General Counsel, is the Company Secretary.

The Board has established Audit, Remuneration, Nominations and Corporate Governance and Risk Management Committees, comprised solely of non-executive Directors, though certain Executive Directors are regularly invited to attend key meetings, as required by the Non-Executive Directors.

  • Audit Committee

The audit committee is comprised of Carmel Warren (Chair), Clive Crouch, Jonathan Shearman and David Harris.

The audit committee has the primary responsibility for monitoring the quality of internal controls to ensure that the financial performance of the Company is properly measured and reported on. The audit committee, amongst other things, examines matters relating to the financial affairs of the Company and determines the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Group. The audit committee has unrestricted access to the Company’s external auditors.

Given the size of the Company, the relative simplicity and coherence of its systems and the close involvement of senior management, the committee considers that there is no current requirement for an internal audit function, though this is kept under regular review.

Whilst the audit committee performs this monitoring and examination role, the ultimate responsibility for reviewing and approving the Group’s annual report and accounts and the half year reports remains with the full Board.

The audit committee has met on 2 occasions in the last 12 months and those meetings were attended by all then current members of the committee.

A copy of the terms of reference of the audit committee is here.

  • Remuneration Committee

The remuneration committee is comprised of Jonathan Shearman (Chair), Clive Crouch, Carmel Warren, and David Harris.

The remuneration committee reviews the performance of the Executive Directors, and such other members of the executive management as it is designated to consider, and makes recommendations to the Board in respect of the directors’ remuneration and benefits packages and the terms of their appointments. The remuneration committee also considers recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or other equity incentive plans in operation from time to time.

The remuneration of Non-Executive Directors is a matter for the executive Directors. No Director may be involved in any decision as to his own remuneration.

The remuneration committee has met on 2 occasions in the last 12 months and those meetings were attended by all then current members of the committee.

A copy of the terms of reference of the remuneration committee is here.

  • Nominations Committee

The nominations committee is comprised of Clive Crouch (Chair), Carmel Warren, Jonathan Shearman and David Harris.

The nominations committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving consideration to succession planning. The nomination committee also has responsibility for recommending new appointments to the Board and to the other Board committees. It is responsible for identifying suitable candidates for Board membership and monitors the performance and suitability of the current Board on an on-going basis.

The nominations committee meet once in the last 12 months and those meetings were attended by all then current members of the committee.

A copy of the terms of reference of the nominations committee is here.

  • Corporate Governance and Risk Management Committee

The Corporate Governance and Risk Management Committee is comprised of Richard King (Chair), Clive Crouch, Carmel Warren, Jonathan Shearman and David Harris.

Whilst the Corporate Governance and Risk Management Committee is not wholly comprised of independent directors, the independent directors constitute a majority in number of the directors on that committee.  The Board considers that it is essential to the effective discharge by Richard King, in his role as the Chair of the Board, of his obligations under the QCA Code, that he is not only a member by also chairs this committee, notwithstanding that, under the QCA Code guidance, he is not considered to be independent.

The primary duties and responsibilities of the Corporate Governance and Risk Management Committee include: (i) developing, monitoring and reviewing the Company’s compliance with the QCA Code and otherwise its approach to corporate governance issues; (ii) evaluating the efficiency of the Board, its committees and their respective chairs and each Director; (iii) developing the Company’s approach to risk management issues and (iv) performing such other duties and responsibilities as may be consistent with its terms of reference.

The committee has been closely involved in the formulation of this statement and in the revisions made to it and will monitor and further revise it from time to time to reflect further progress and developments. The committee has formally met on one occasion in the last 12 months and those meetings were attended by all then current members of the committee.

A copy of the terms of reference of the Corporate Governance and Risk Management Committee is here.

From time to time, additional committees or working groups may also be set up by the Board to consider specific issues, if/as the need arises.  One such working group was established by the Board in October 2021, under the leadership of Michael Hyde, to work with external advisers to undertake a complete review of the Group’s environmental policy, sustainable product development and manufacturing processes and other related environmental issues affecting the Group and to report to the Board.  The work of this group is on-going.

All non-executive directors of the Company who are members of these committees are entitled to seek, at the Company’s expense, independent professional advice in connection with their roles on these committees.

Bribery and Anti-corruption Policy

The Company has a robust anti-bribery and anti-corruption policy, which applies to the Board, all employees of the Company and persons associated with the Company (such as consultants, suppliers and contractors), requiring the observance of a zero tolerance position on bribery and corruption. The policy provides guidance on how to recognise and deal with bribery and corruption issues and their potential consequences, while preserving acceptable boundaries of corporate hospitality and entertainment. The Company expects all employees and persons associated with the Company 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.

Share Dealing Policy

The Company has a share dealing policy regulating trading by the Directors and other persons discharging managerial responsibilities (and their closely associated persons) which contains provisions appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealing during closed periods which are consistent with the requirements of the UK Market Abuse Regulation). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that share dealing policy.

Modern slavery

The Company’s policy on Modern Slavery is here. Management at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.

UK City Code on Takeovers and Mergers

The Company is subject to the UK’s City Code on Takeovers and Mergers.

Principle 10: Building Trust

The Company makes sure that a good flow of communication exists between the Board and all its stakeholders, including shareholders, to enable all interested parties to come to informed decisions over any interaction with the Company.

The corporate website of the Company, www.thecharacter.com plays an important role in ensuring that the shareholders have all the information they should require.

The notices of AGM, the Annual and Interim reports and all circulars issued by the Company since 2001 are available on the Company's website, here.

The proxy and voting report for the AGM held on 21 January 2022 is here.