Quoted Companies Alliance Code Compliance
The following sets out the ten QCA Code principles and either how the Company has complied with those principles or where a more detailed discussion can be found on the Group’s website following the disclosure guidance in the QCA Corporate Governance Code:
The Group’s strategy and business model is discussed within the Chief Executive Officer’s Statement on pages 5 to 7.
Our five key strategic pillars are:
- Maximising Revenue & Profit
- Brand Awareness and ESG including Sustainability and EVP
- Guest Experience
- Cost Control
- Diversification of Sales
The Group launched a Restructuring Plan in the year, specifically relating to Revolution Bars Limited, with the purpose of realigning the Group estate to reflect the new trading conditions seen post pandemic. This focuses on a reduction of loss-making Revolution bars, freeing up capital and Management time to focus on the more profitable areas of the business. Long term, this will allow acquisition in key areas like Peach Pubs and Founders & Co. which are both performing very well.
The key risks we face as a business are discussed in section 4 below but can also be found on pages 16 to 17.
The Group prides itself on open communication and strong relationships with its key investors and shareholders. The Executive Directors are in regular contact with the Company’s shareholders and brief the Board on feedback and any shareholder issues. With the recent Fundraising launched in April 2024, and ongoing Restructuring Plan communications, senior management have remained available and in frequent contact with key investors during the year. FY24 roadshows will be held after release of the preliminary results in October.
Feedback from investors is also delivered to the Executive Board and key management to ensure it is at the heart of our strategies. The Board believes the Financial Statements and Interim Report, and the accompanying presentations, provide necessary information to influence investor assessments on performance, business model and strategy. Hard copies are available to all shareholders who request one, and copies are also available on the Group’s website at: https://www.therevelcollective.com.
Shareholders or investors may contact the Company or the management team via our investor relations email address, [email protected]. We also welcome any written correspondence, which our Chief Financial Officer or Financial Controller will respond to, as well as contact via our Company’s registrar, Link Group.
The Board considers engagement with its stakeholders as fundamental to the Group’s success, as well as helping the Board and Management make key decisions. The s172 Statement provides detailed information as to our engagement with key stakeholders and can be found on pages 8 to 9.
In addition, the Company prides itself on being a market leader with its sustainability agenda. Management focus has had to shift to the Restructuring Plan in the year but we very much remain committed to enhancing our sustainability progress, and further information can be found in our Task Force on Climate-Related Financial Disclosures Report on pages 18 to 25.
In order to fully understand and manage the Group’s exposure to risk, each key area of our operations is reviewed annually using a methodology that allows us to measure, evaluate, document and monitor our key risks. Our risk management process identifies, monitors, evaluates and escalates risks as they emerge, enabling Management to take appropriate action wherever possible in order to control them whilst enabling the Board to keep risk management under review.
The risk factors set out in the Risk Report on pages 16 to 17 are those which the Board believes are the most significant to the Group’s business model that could adversely affect its operations, revenue, profit, cash flow or asset values and which may prevent the Group from achieving its strategic objectives. There may be additional risks and uncertainties that are currently unknown or currently believed to be immaterial that may also have an adverse effect on the Group.
The Board consists of five Directors: three Non-Executive Directors and two Executive Directors. The three Non-Executive Directors are independent, in line with the QCA Code guidance. The Group believes the balance and experience of the Board is suitable for the business. The Non-Executive Directors of the Board have been selected with the objective to further support the breadth of skills and experience of the Board and bring constructive challenge to the Executive Directors. The Non-Executive Directors are also responsible for the effective running of the Board’s Committees and ensuring that the Committees support the strategic priorities of the Board.
The Executive Directors of the Company are employed on a full-time basis. Non-Executive Directors are required to devote such time to the Group’s affairs as necessary to discharge their duties, and this may change from time to time. Members are required to attend all Board meetings and Committee meetings as necessary.
The Board’s intention is to meet at least eight times per year for structured Board meetings covering all aspects of the business. Attendance of Executive Directors to Remuneration and Audit Committee meetings are by invitation only.
In FY24, there has been an exceptional requirement for increased meetings due to the pace and complexity involved with the Restructuring Plan. The attendance record of each of the Directors at full Board and the Sub-Committees of the Board is set out below:
Scheduled monthly meetings | Other meetings and sub committees* | Audit Committee Meetings | Remuneration Committee Meetings | Nomination Committee Meetings | |
Number of meetings | 7 | 25 | 2 | 4 | 0 |
Keith Edelman | 7 | 22 | 2 | 4 | 0 |
Rob Pitcher | 7 | 25 | 2 | 4 | 0 |
Danielle Davies | 7 | 23 | 2 | 4 | 0 |
Jemima Bird | 7 | 18 | 2 | 4 | 0 |
William Tuffy | 7 | 19 | 2 | 4 | 0 |
* Including Committee meetings of the Board which not all Non-Executive Directors were required to attend.
Further details on the composition and experience of the Board can be found on pages 26 to 27.
The Board considers that it has sufficient skills and experience to enable it to execute its duties and responsibilities effectively given the nature and size of the Group. The Directors have a wide range of skills in Leisure, Retail, Marketing, Operational, People and Finance backgrounds, and continue to develop their skills and knowledge either through other Directorships (for Non-Executives) or via time and experience and attending industry body events.
Where the Board considers that it does not possess the necessary expertise or experience, it will engage the services of professional advisers and consultants. The Directors receive regular updates from external advisers on legal requirements and regulations, remuneration matters and corporate governance best practice.
The Board completed a Board evaluation in summer 2022. This assessed the Board effectiveness, and any recommendations were implemented; the questions were reviewed and approved by the Group’s corporate lawyers to ensure they were independently verified and were found to be robust and conclusive of the QCA Code principles. The questionnaire was then shared with the Board, asking them to participate and respond to questions designed to elicit honest feedback about Board dynamics, operations, structure, performance, and composition.
In line with best practice and the newly applicable requirements of the QCA Code, the Board intends to undertake regular evaluations of the Board, the Chairman and the individual Committees and Directors. The Board will utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning.
The business is built on a core purpose, vision, and values. These are:
- Purpose – We create fun and memorable experiences with our Teams & Guests
- Vision – The place where everyone wants to be
- Values
- Fun – It’s at the heart of what we do, it’s who we are. Have fun, be fun and create fun
- Ambition – Always striving to be the best version of ourselves
- Integrity – Just doing the right thing because it’s the right thing to do!
- Recognition – Creatively rewarding and recognising the achievements of all our people
People are at the core of what we do; we strive to operate with ethics and integrity with all our stakeholders. We see many of our bar staff stay with us for long careers, working their way to senior operational roles such as General and Area managers, or alternative careers.
The culture and satisfaction of our people is monitored through a twice-yearly satisfaction and engagement survey called the “Quality of Life” survey, which is expected to be completed by the entire Group.
The Group has established a clear division between the respective responsibilities of the Non-Executive Chairman of the Board and the Chief Executive Officer. The Non-Executive Chairman is Luke Johnson as of 6 September 2024, but was Keith Edelman during FY24. He is responsible for the effective operation, leadership and governance of the Board, leading the Board’s discussions and its decision-making. The Chairman promotes a culture of openness and debate by facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations between Executive and Non-Executive Directors.
The Chief Executive Officer is Rob Pitcher, who, through delegation from the Board, is responsible for leading the Group’s business organisation and performance and the day-to-day management of the Group. This separation of responsibilities between the Chairman and the CEO, coupled with the schedule of matters reserved for the Board, ensures that no individual has unfettered powers of decision-making.
The Board meets monthly, with further meetings for the Committees and any ad hoc matters. Further details of attendance at these meetings can be found in section 5 above. It is deemed that the independence and experience of the Non-Executive Directors allow the Committees to run effectively.
Further details on key activities of the Board can be viewed on page 31. These include business reviews and strategy, financial updates, assessment of internal control and risk management, governance updates, and any other ad hoc matters.
The Group welcomes questions from shareholders and potential investors via its shareholder inbox, [email protected], where a member of the senior team will respond quickly to any queries or concerns. Twice-yearly roadshows are also held after release of interim and full-year results, where the results are communicated to markets and shareholders by the Chief Executive Officer and Chief Financial Officer. The AGM is also a key opportunity, where the Board will make themselves available for questions by shareholders and investors. An internal call for colleagues is also held after the release of key financial information.
The Group’s main communication channels with shareholders for immediate messages, such as trading updates, will be the London Stock Exchange’s Regulatory News Service (“RNS”), and the investor section of our corporate website.