Governance | Nightcap

As Chairman of the Company I am aware of the need for an effective and focused Board that leads the business and builds upon its successes. I and my fellow Board members believe in the value and importance of strong corporate governance, at executive level and throughout the operation of the business, and in our accountability to all stakeholders.

Nightcap started life as and AIM listed company until the de-listing in July 2024. During this time the Board chose to apply the Quoted Companies Alliance Corporate Governance Code published in 2018 (the “QCA Code”). The Board still believes that the QCA Code is the most appropriate recognised governance code for the Company and continues to operate in line with its principles. The QCA Code has ten broad principles and a set of disclosures. The Board has considered how it applies each principle to the extent it judges to be appropriate in the circumstances and in the statements that follow, we explain our approach to governance and how the Board and its committees operate.

I am committed to working with the Board to build upon the existing values that are in place and ensure that good corporate governance continues to be present within the organisation.

Gareth Edwards
Non-Executive Chairman

1. ESTABLISH A STRATEGY AND BUSINESS MODEL WHICH PROMOTES LONG-TERM VALUE FOR SHAREHOLDERS

Strategy:
Nightcap’s strategy is focused on creating medium to long-term shareholder value through the identification, acquisition and development of hospitality concepts that focus on the consumers’ social experience over the coming years. In implementing its strategy, the Company acquired The Cocktail Club on admission to AIM in January 2021 and then the Adventure Bar Group in May 2021, followed by Barrio Familia Group in November 2021 and the Dirty Martini chain of cocktail bars in June 2023 and most recently The Piano Works live music bar concept in February 2024.

Business Model & Strategy:
The Chief Executive Officer, together with the Board and senior management, will seek to identify suitable opportunities for acquisition and development. The Board will discuss any anticipated key challenges and risks and review them on a regular basis. The Board will also make use of the relevant experience of both its executive and non-executive directors in this regard.

2. SEEK TO UNDERSTAND AND MEET SHAREHOLDER NEEDS AND EXPECTATIONS

The Board will continue to provide regular updates relating to the following information, which it considers to be key in managing shareholders’ expectations and understanding of how the Company is delivering its strategy. This will include how the group continues to develop its existing brands as well as news on any acquisitions, fundraising and results and details of general meetings and their implications as they occur.

The Board aims to communicate with key shareholders on a regular basis through individual and group investor meetings. They are responsible for shareholder liaison. Investor views will be formally reported back to the Board. Contact details for shareholder communication can be found in the Investor Relations section of the Company website.

The Board encourages all shareholders to attend its Annual General Meeting, and understands its importance in allowing shareholders to have open and direct dialogue with the management of the Company.

Shareholders will be given opportunities to ask questions during the Annual General Meeting or to speak informally with the Board immediately following the Annual General Meeting. Where the voting decisions at a general meeting are not in line with the Company’s expectations, the Board will engage with those shareholders to understand and address any issues.

3. TAKE INTO ACCOUNT WIDER STAKEHOLDER RESPONSIBILITIES AND THEIR IMPLICATIONS FOR LONG TERM SUCCESS

The Board is committed to maintaining open and honest relations with all of its stakeholders, both internal and external. The Board’s familiarity with the Group’s operations and the industry in which it operates enable the Board to clearly identify key stakeholders on which the Group’s business relies, which includes employees, customers and suppliers.

Members of the Board or the Group’s senior management will meet regularly with certain of the Group’s operational employees, such as individual site managers to allow for any key feedback to be obtained and reviewed.

The Group’s senior management welcomes feedback from customers through a variety of channels, particularly social media, which the Board recognises as an excellent opportunity to engage with its target audience. Members of the Board or the Group’s senior management will also attend site visits and actively seek feedback from customers.

Moreover, members of the Board or the Group’s senior management will also hold meetings with its suppliers discussing a variety of matters including pricing, stock and product feedback from bartenders and managers to ensure continuous improvement of the bar experience for customers.

The Group will endeavour to take account of feedback received from key stakeholders, making amendments to working arrangements and operational plans where appropriate and where such amendments are consistent with the Group’s longer-term strategy. In addition, the Group’s senior management will regularly visit the bar venues where the Group’s operations occur and will be able to gain feedback on the Group’s operations. Any significant concerns raised will be reported to the Board. Ultimate responsibility for ensuring that the Group delivers on its corporate responsibility to its stakeholders rests with the Board. However, no material changes to the Group’s working processes were required over the period from 3 July 2022 to 29 September 2024, or more recently, as a result of stakeholder feedback received by the Group.

4. EMBED EFFECTIVE RISK MANAGEMENT,

CONSIDERING BOTH OPPORTUNITIES AND THREATS, THROUGHOUT THE ORGANISATION

The entire Board is responsible for ensuring that the risks faced by the Group are appropriately managed in order to allow for the execution and delivery of the Company’s strategy. When identifying, assessing and managing risks, the Board is assisted by the Audit and Risk Committee, with day to day risks being monitored and managed by the Chief Executive Officer and the other executive Board members, together with assistance from senior management. The Board believes that the Chief Executive Officer and the senior management, who have significant experience within the hospitality sector, have the required knowledge and skills to be able to manage daily risks.

The Group’s general risk appetite is a moderate, balanced one that allows it to maintain appropriate potential for growth and scalability, whilst ensuring a strong level of compliance.

The Company maintains appropriate directors’ and officers’ insurance cover. The insured values and type of cover are comprehensively reviewed on an annual basis. In addition, the Company has disaster recovery and business continuity plans to mitigate these types of risks as much as is possible.

The Board has processes in place for reviewing and evaluating risk. Board meetings are held at least on a quarterly basis, where the Board review ongoing operational performance, discuss budgets and forecasts and new risks associated with ongoing operations. This ensures that significant risks and changes to risks are identified by the Board and communicated to the Committees as needed. The Group maintains a risk register which is reviewed by the Audit and Risk Committee, where the responsibility for monitoring individual risks has been allocated to appropriate members of the Board and senior management team, who engages specialist external advisors where deemed necessary. The Board believes that the Group has robust financial procedures and safeguards are in place regarding expenditure and accounting functions.

Independent auditors assist the Board to identify financial risks through their annual audit. These are communicated to the Audit Committee and via an Audit Committee Report.

5. MAINTAIN THE BOARD AS A WELL-FUNCTIONING, BALANCED TEAM LED BY THE CHAIR

The Board comprises three non-executive and three executive directors. The directors’ biographies can be found on the Company’s website and within the 2023 Annual Report.

The Non-Executive Chairman leads the Board in all matters related to corporate governance. The Chief Executive Officer has executive responsibility for running the Group’s business and implementing its strategies.

The QCA Code suggests that the Board should comprise a balance of executive and non-executive directors, with at least two non-executive directors being independent. The QCA Code suggests that independence is a board judgement, but where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained. The Board considers the following non-executive directors to be independent – Gareth Edwards and Lance Moir. None of these directors are employees, have significant business relationships with the Group, nor are significant shareholders in the Company. In accordance with QCA Code guidance, the independent non-executive directors will not participate in performance-related remuneration schemes.

The Board considers that its current composition and structure is appropriate to maintain effective oversight of the Group’s activities. As the Company advances, the Board will review its structure on at least an annual basis in order to maintain an appropriate corporate governance environment and independent oversight.

The Board is updated regularly on the operations of the Group by the Chief Executive Officer, specifically on progress made on ongoing projects. Relevant information is circulated to the Board prior to Board and Committee meetings. The Company Secretary is a Board member and is directly accessible by all the other Board members, who are also able to take independent professional advice, if needed, in order to perform their duties. Such advice would be taken at the Company’s expense. In addition, all Directors have access to independent professional advice in the furtherance of their duties, at the Company’s expense.

The Board will meet at least six times a year, either in person or by telephone, although in practice the Board seeks to meet at least 10 times per year. Prior to each Board meeting, the Board and its Committees receive relevant and timely information that will be addressed at each meeting, together with a formal meeting agenda. Additional Board meetings may be called as needed, if specific matters need to be considered.

The Board is assisted in its duties by the Audit and Risk Committee and Remuneration Committee.

The Remuneration Committee consists of Lance Moir and Gareth Edwards, who are non-executive directors whom the Board considers to be independent.

The executive directors are employed on a full-time basis. Non-executive directors are expected to spend on average a minimum of 12 days a year on Company activities in addition to preparation for and attendance at board and sub-committee meetings. The Chairman will spend additional time per month on Company business.

Board meetings

The Board meets formally a minimum of six times a year, excluding Board committee meetings, although in practice the Board seeks to meet at least 10 times per year. Other senior members of the management team and external advisors will attend, at the invitation of the Board, and as appropriate to the matters under discussion.

6. ENSURE THAT BETWEEN THEM THE DIRECTORS HAVE THE NECESSARY UP-TO-DATE EXPERIENCE, SKILLS AND CAPABILITIES

The Board considers that its members have an effective and appropriate balance of skills and experience, most notably in areas of hospitality and the drinks-led industry, running and growing acquisitive companies, capital markets experience, including mergers and acquisitions and capital raising. The Board therefore believes that its members possess the relevant qualifications and skills necessary to effectively oversee and execute the Group’s strategy.

The Board is comprised of two executive directors and three non-executive directors and in attendance are a further three members of the executive team. Biographies of the Board members show a complementary balance of skills and experience and can be found on the Company’s website.

The executive Board members’ operational skills will be maintained through an active day to day involvement in the hospitality industry and by employment of highly skilled and trained bar staff and support.

Non-operational skills are maintained principally via dialogues with the Company’s professional advisers and being active in the market. Involvement with a variety of other boards allows those concerned to witness alternative approaches to similar business issues and to benefit from the advice of more than just the Company’s retained advisers.

The Chief Executive Officer will update the Board on a regular basis on operational and financial matters, with such relevant information circulated to the Board prior to meetings.

The Board members keep their skillsets up to date through attending industry specific events and by monitoring activity within the sector amongst other things. The Board members are free to seek advice from the Company’s corporate advisers as needed.

Gareth Edwards, the Non-Executive Chairman is responsible for addressing the training and development needs of directors and is able to assist with aspects of legal and regulatory compliance. The Board does not consider it necessary for a senior independent director to be appointed at the current stage in the Group’s development.

7. EVALUATE BOARD PERFORMANCE BASED ON CLEAR

AND RELEVANT OBJECTIVES, SEEKING CONTINUOUS IMPROVEMENT

On a biennial basis, the Non-Executive Chairman of the Board will conduct a review of the Board and its committees, assessing the performance of the individual Board members based on specific performance and evaluation criteria. If the Non-Executive Chairman considers it necessary, an independent third-party service provider may be engaged to conduct an annual Board review. The Non-Executive Chairman performed the latest Board review in June 2024, which involved interviews with the individual Directors. The next review will take place in 2025 and is anticipated to use a similar approach. As part of this Board Review, the Non-Executive Chairman reviewed the skills mix present on the Board, and also ensure that the Board has an appropriate level of financial skills and literacy which is in line with its current size and operations. This performance evaluation will include an assessment of each Board member’s continued independence (or otherwise).

The latest Director review did not find any shortcoming in Board or committee effectiveness and did not lead to any material recommendations for any changes.

The Board has no formal succession plan, given that the Group is still in the early stages of its growth. However, the Board is always considering the future of the Group and will seek to hire appropriate senior roles as required.

8. PROMOTE A CORPORATE CULTURE THAT IS BASED ON ETHICAL VALUES AND BEHAVIOURS

The Board strives to lead by example in its dealings with all its stakeholders. The Board believes that the Group has a culture of responsible, ethical and inclusive behaviour. The Board will regularly monitor the Group’s cultural environment and seeks to address any concerns that may arise. The Board will consider the Group’s cultural environment when seeking to recruit staff and board directors.

In accordance with its business model, and the Group’s key risks identified by the Board, particular areas of focus for the Board include:

Health and safety of its employees and customers;
Dealing in an honest, open and transparent manner with all its stakeholders and suppliers;
Ensuring all employees uphold the high standard of corporate culture and values

The Board recognises the importance of a strong and coherent corporate culture The Board believes that Group’s culture is instilled by the high quality of training provided across all sites and accessible to all employees, with continuous development and training also in place.

The Employee Handbook further promotes ethical values and behaviours, which contain policies and procedures including:

Licensing and legal responsibility
Responsibilities and duties of employees
Safety and hygiene
Accidents and injury
Fire procedure
Confidentiality
Data Protection
Whistleblowing policy
Anti-Corruption and Bribery policy

The Board and senior management are prepared to take appropriate action against unethical behaviour, violation of company policies or misconduct.

The Board are also informed of any material enquiries of employees through site managers and when necessary are available to employees on a direct enquiry basis.

9. MAINTAINING GOVERNANCE STRUCTURES AND PROCESSES THAT ARE FIT FOR PURPOSE AND SUPPORT GOOD DECISION-MAKING BY THE BOARD

The Non-Executive Chairman is responsible for overseeing and running the business of the Board, ensuring strategic focus and direction is maintained, ensuring that no individual or group dominates the Board’s decision-making, and ensuring that the non-executives are kept up to date with the Group’s business. With guidance from the Company’s advisers, the Chairman will assess the appropriateness of the Company’s governance structures as the Group continues to develop. The Chief Executive Officer has overall responsibility for formulating, planning and implementing the Group’s strategy. As noted in principle 2, the Non-Executive Chairman, Chief Executive Officer and Executive Director, are primarily responsible for shareholder liaison.

In addition to formal Board meetings, the Chief Executive Officer maintains open and regular communications channels with all Board members, and provides regular updates on the financial position and operational status of the Group.

The entire Board is responsible for ensuring the success of the Company, while delivering on its strategy, with matters reserved for the attention of the Board including:

The setting of the strategy for the Group and the assessment of whether the Group is achieving its strategy
The approval of financial statements, dividends and significant changes in accounting practices;
Board membership, succession planning and powers including the appointment and removal of Board members, determining the terms of reference of the Board and establishing the overall control framework;
Senior management, remuneration, contracts, and the grant of share options will be addressed by the Remuneration Committee;
Key commercial matters including consideration of potential acquisition and divestment of new sites or businesses;
Financial matters including the approval of the budget and financial plans and performance against such plans and budgets;
Approval of the appointment of the current period auditor, year-end audited statutory accounts and audit related queries addressed by the Audit and Risk Committee;
Review of management conduct and awareness of the anti-bribery polices. Future capital and funding requirements in the light of new bar and acquisition prospects;
Risk Management review;
Changes to the Company’s capital structure, debt, its business strategy, acquisitions and disposals of businesses; and
Other matters including, but not limited to, health and safety policy, insurance and legal compliance.

The Company is committed to the evolution of its corporate governance in line with best practice, to the extent the Board members judge it appropriate considering the Group’s size, stage of development and resources. At present the Board is satisfied with the Company’s corporate governance and as such there are no specific plans for changes to the Company’s corporate governance arrangements in the short-term.

10. COMMUNICATE HOW THE COMPANY IS GOVERNED AND IS PERFORMING BY MAINTAINING A DIALOGUE WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS

The Board strives to ensure that all shareholders are kept up to date on the Group’s operations, with clear and transparent information being provided on a regular basis. The Board intends to maintain an active dialogue with all key shareholders, and all material information will be made available on the Company’s website.

The Board discloses in its annual reports the work of the Audit and Risk Committee and Remuneration Committee during the period.