Corporate Governance Statement

Remuneration Statement

The Board of TLA Worldwide plc is responsible for the Group’s corporate governance policies and recognises the importance of high standards of corporate governance and integrity. The Company has adopted the Quoted Companies Alliance Code for Small and Mid-sized Quoted Companies 2018 (the “QCA Code”), in line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code, as the basis of the Company’s governance framework.

The Board believes that good corporate governance reduces risks within the business, promotes confidence and trust amongst its stakeholders and is an important part of the effectiveness and efficiency of the Company’s management framework. The Board considers that the Company complies with the QCA Code so far as is practicable having regard to the size, nature and current stage of the Company’s development. The Company will provide annual updates on its compliance with the QCA Code.

The Company’s application of the ten principles of the QCA Code are set below:

1. Strategy & business model

The Group's business model and strategy is set out in this document in the Strategic Report on pages 2 to 14 and also includes details of the key risks and challenges facing the Group.

2. Understanding and meeting shareholder needs and expectations

Feedback from investors is obtained through direct interaction between the Company’s executive management team at meetings following its full year and half year results, and certain other adhoc meetings that take place throughout the year. The voting record at the Company’s general meetings is monitored and we are pleased that all resolutions were passed by shareholders at the 2018 Annual General Meeting.

There is regular dialogue through the medium of the Company’s corporate brokers, Beaumont Cornish Limited, and the Company seeks to stay abreast of shareholder expectations and reactions through its brokers, registrars, investor roadshows and meetings with key investors.

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

Employees of the Group are given opportunities to provide feedback directly to the divisional CEO or business unit heads and to enable employees to ask questions and raise issues and to provide colleagues with updates on the business.

4. Embedding effective risk management

The Group has established systems of internal control and risk management procedures, in order to identify, manage and mitigate risks.

In common with other organisations, the Group faces risks that may affect its performance. Identification, management and mitigation of such risks and uncertainties across the Company is an essential part of the ability to deliver its strategy.

The Board has identified those risks which are deemed principal to its business due to their potential severity and link to the Group’s strategy, markets and operations. The principal risks and uncertainties identified by management and how they are being managed are set out in note 27 of the Annual Report.

5. Maintaining a balanced and well-functioning board

The Board currently comprises three Non-Executive Directors being Keith Sadler, Ken Wotton and Ian Robinson. Keith Sadler is the only independent Non-Executive Director and as such the Board does not comply with the QCA Code in this regard as it does not have two independent Non-Executive Directors. However, the Board believes the current structure is appropriate for the time being given the current status of the Group. The composition and operation of the Board is described on page 15 of this report and biographical details of the Board are also on page 15.

The Board delegates specific responsibilities to the Board committees. The composition of the committees and how they discharge their responsibilities can be found on pages 27 and 28 of the Annual Report and Accounts. Part of the role of the Board’s is to ensure that the composition of the Board is kept under review as the Group’s business evolves.

6. Having appropriate experience, skills and capabilities on the board

The experience and skills of each of the Board members is set out on page 15 of this report and is both recent and relevant in all of their cases. The Board has significant and an appropriate level of experience, skill and capabilities given the nature and size of TLA Worldwide plc but the Board does intend to appoint further independent Non-executive Directors in the future. A further update will be provided in this regard when appropriate.

7. Evaluating board performance

The Board reviews the succession plans of both the Board and senior management on a regular basis. The Board identifies and nominate candidates to fill vacancies as and when they arise. The board also evaluate the balance of skills, knowledge, experience and diversity on an ongoing basis.

8. Ethical values & behaviours

The Board recognises its responsibility for establishing high ethical standards of behaviour and corporate governance and the Group has policies in place, including, but not limited to: health and safety; anti-bribery; environmental protection; equal opportunities; equality and diversity; training and development; whistleblowing and modern slavery, to support our approach of conducting business in an open and transparent manner that is in line with the core values.

9. Maintaining governance structures and processes

The role of each member of the Board is clearly defined. The Board has three committees: Audit, Remuneration and Nominations, each with its own terms of reference that are kept under regular review. The Board receives summaries of the matters considered at each meeting and the terms of reference for the Committees require that, for significant issues such as the approval of the Annual Report and Accounts, the role of the relevant Committee is to make a recommendation to the Board for a decision.

10. Communicating with shareholders and other relevant stakeholders

The Board recognises the importance of effective communication with its shareholders. A range of corporate information is available on the Company’s website, and this statement and the information within the Company’s Annual Report and Accounts provide details to stakeholders on how the Company is governed.

Company performance is communicated to its shareholders and the market in its results announcements, with further trading updates made where required and appropriate.

11. Modern Slavery Act 2018

This statement is made pursuant to section 54 (1) of the Modern Slavery Act 2015 and constitutes our slavery and human trafficking statement for the financial year ended 2018.

This statement applies to TLA Worldwide Plc and its subsidiaries (“TLA”) as at 31 December 2018.

About TLA’s structure and business

TLA is a UK holding company of a group of companies (the ‘Group”) which operate in the Athlete and Media Representation, Sports Marketing and merchandise services sectors (‘services”) (as at 31 December 2018). The Group consists of a trading business in Australia, which offers all the services that TLA provides; a UK business that offers Athlete and Media Representation Services.

Our commitment and policies

The Group is committed to ensuring that there is no modern slavery or human trafficking in its supply chains or any part of its Group businesses and operates a zero-tolerance policy.

Whilst we do not have a formal anti-slavery policy, we ensure that we, and endeavour to ensure that our trading subsidiaries, operate in such way so as to conduct business in a transparent and ethical manner. The nature and extent of the policies and procedures is entity specific given the geographic nature of our businesses.

Supply Chain

In relation to Group companies at 31 December 2018, the following statements apply to each company’s supply chain:

Holding Company – TLA Worldwide Plc: as a holding company, the supply chain is largely limited to financial services firms and providers of office related services. All suppliers are mainly based in the United Kingdom and the company endeavours to use reputable suppliers. TLA’s only non-UK suppliers are its USA and Australian professional legal advisors. Given the nature of the company’s business, the risk of slavery or human trafficking with the company supply chain is considered to be low.

Athlete and Media Representation, Sports Marketing and merchandise services – the services provided are in Australia and the UK and the suppliers are, mainly, based in these countries. Merchandise services supply chain will includes Europe, China and India. The merchandise team will only deal with reputable suppliers. Merchandise has policies that sets out its requirements and standards that are required from its supply chain to ensure that the risk of slavery and human trafficking is minimised.

Ongoing monitoring

If issues are identified in relation to modern slavery, there will be dealt with by the board of the relevant trading subsidiary with escalation to the parent company board if necessary according to established protocols.

This statement was approved by the TLA Worldwide Plc’s board of directors on 10 May 2019 and will be reviewed annually.

Dwight Mighty
Company Secretary
10 May 2019