Following the recent consultation by the London Stock Exchange, new AIM Ruleswere published in March 2018. One of the key amendments is in respect of AIM Rule 26 (as set out in AIM Notice 50), which now requires AIM companies to state on their website which recognised corporate governance code they apply and how they have applied that code.

The Board of Directors of MelodyVR Group PLC are committed to developing and applying high standards of corporate governance appropriate to the Company's size and stage of development. The Board of Directors has adopted the QCA Code, revised in April 2018 as devised by the Quoted Companies Alliance.

The Quoted Companies Alliance is the independent membership organisation that champions the interests of small to mid-size quoted companies. The QCA Code takes key elements of good governance and applies them in a manner which is workable for the different needs of growing companies.

A revised version of the QCA Code (the "Revised Code") was published in April 2018, based on the 'comply or explain' principle.

The QCA Code is constructed around ten broad principles (accompanied by an explanation of what these principles entail, under 'application') and a set of disclosures. The Code states what is considered to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures.

The table below sets out the principles, the application recommended by the QCA code. It then sets out how MelodyVR Group complies with the requirements and if there are any departures from the code, providing links to appropriate disclosures where applicable. These are based upon the recommended disclosures provided in the QCA code.

These disclosures were last reviewed on the 25 July 2019.

QCA PRINCIPLE

APPLICATION

HOW MELODYVR GROUP COMPLIES

DEPARTURES AND REASONS

LINKS

DELIVER GROWTH

1. Establish a

The board must be able to express a

The Board of Directors has clearly set

None

Annual Report pg. 3-4

strategy and

shared view of the company's

out the vision for MelodyVR Group PLC

business model

purpose, business model and

for the medium to long term

which promote

strategy. It should go beyond the

communicating this with stakeholders

long-term value

simple description of products and

through regulatory announcements as

for shareholders

corporate structures and set out

well as interim and annual financial

how the company intends to deliver

reports.

shareholder value in the medium to

long-term. It should demonstrate

The Board of Directors meet on a

that the delivery of long-term

regular basis to discuss the strategic

growth is underpinned by a clear set

direction of the Company and progress

of values aimed at protecting the

in achieving against its aims.

company from unnecessary risk and

securing its long-term future.

MelodyVR Group PLC provides detailed

disclosure on the Company's business

model and strategy in the Annual

Report and regulatory announcements.

Strategic objectives and risks are

disclosed here as well.

2. Seek to

Directors must develop a good

understand and

understanding of the needs and

meet shareholder

expectations of all elements of the

needs and

company's shareholder base. The

expectations

board must manage shareholders'

expectations and should seek to

understand the motivations behind

shareholder voting decisions.

MelodyVR Group PLC has a Board of Directors with experience in understanding the needs and expectations of its shareholder base. It supplements this board by inviting experienced advisors to Board meetings and discussions as well as consulting professional advisers in the form of NOMAD and Broker, and Auditor who provide advice and recommendations in various areas of its communications with shareholders.

MelodyVR Group PLC engages with shareholders in the following way:

  • The Company website has been designed as an information hub providing up to date information to shareholders. The website is reviewed on a regular basis to ensure the information is up to date, relevant and contains copies of all Company communications and public documents.
  • The Company provides regular updates to the market via the Regulatory News Service.

The Company does not currently have a dedicated investor relations role nor corporate PR firm. The Board feels that this is appropriate given the size and stage of development of the Company.

Contact details: https://melodyvr.group/conta ct/

Copies of the Company's annual report:

Annual Report

Copies of regulatory announcements: https://melodyvr.group/news

/

  • The Company's Annual Report provides the required information with regard to historical performance, strategy and objectives of the Company.
  • An Annual General Meeting is held to which all shareholders are invited and may engage with the Board of Directors.
  • The Executive management team meet with shareholders regularly to discuss the Company's performance and business model and strategy and feedback from these meetings is reported to the Board.
  • Contact details for the Company are provided on the Company website along with public documents.

3. Take into

Long-term success relies upon good

account wider

relations with a range of different

stakeholder and

stakeholder groups both internal

social

(workforce) and external (suppliers,

responsibilities

customers, regulators and others).

and their

The board needs to identify the

implications for

company's stakeholders and

long-term success

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.

Resources and relationships on which the business relies are its customers, shareholders, employees, rights holders and suppliers.

The Company's long term success is reliant on a number of key partnerships that have been secured that encompass music rights, venues rights and technologies. The Board continues to deepen and expand these relationships to develop all opportunities available to the business.

Employees are encouraged to raise any concerns they may have with relevant management and are also provided with independent contact should they not want to engage directly with their managers.

The Company monitors social media channels, shareholder communication channels as well as customer support portals to ensure stakeholder feedback is considered and acted upon where appropriate

Contact details: https://melodyvr.group/conta ct/

Hely & FAQs: https://melodyvr.com/help/

4. Embed

The board needs to ensure that the

effective risk

company's risk management

management,

framework identifies and addresses

considering both

all relevant risks in order to execute

opportunities and

and deliver strategy; companies

threats,

need to consider their extended

throughout the

business, including the company's

organisation

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).

MelodyVR Group PLC recognises that

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Annual Report pg. 6

risk is inherent in all of its business

activities and that these risks can have

a financial, operational or reputational

impact. The Company's system of risk

identification, supported by established

governance controls, ensures that it

effectively responds to such risks,

whilst acting ethically and with

integrity for the benefit of all of our

stakeholders. Once identified, risks are

evaluated to establish root causes,

financial and non-financial impacts, and

likelihood of occurrence. The

effectiveness and adequacy of

mitigating controls are assessed. If

additional controls are required, these

will be identified and responsibilities

for implementing them assigned.

The Company's management is

responsible for monitoring the progress

of actions to mitigate key risks. The risk

management process is continuous;

when material are captured in a risk

register and key risks are reported to

the Audit Committee and to the full

Board.

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
5. Maintain the The board members have a
board as a well- collective responsibility and legal
functioning, obligation to promote the interests balanced team led of the company, and are collectively
by the chair 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-executivedirectors and should have at least two independent non-executivedirectors. 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 is responsible for setting the strategic direction and management of the of the Company while ensuring that there are established and adequate policies and procedures in place to safeguard Company assets and resources. It is the directors' responsibility to oversee the financial position of the Company and monitor its business and affairs, on behalf of the shareholders, to whom they are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal controls and risk management.

The Board is comprised of five directors, two of whom are non - executives.

The non-executive directors bring a wide range of skills and experience to the Company, as well as independent judgment on strategy, risk and performance. The independence of each non-executive director is assessed at least annually.

The Board of Directors meet at least six times a year as a full board.

While it is acknowledged that the

Details and experience of the

role of Chairman and CEO is

board:

currently conducted by the same

https://melodyvr.group/board

individual, the Board is seeking up

-and-committee/

to three additional non-executive

members and have engaged

recruitment specialists to find

suitable candidates. While the role

of Chairman and CEO is

traditionally separated in the

United Kingdom (UK), United States

of America (US) investors and

shareholders will often advise the

role to be conducted by the same

individual. Considering the balance

of MelodyVR Group PLC

shareholders that are UK vs. US

based, the Board feels that it is

appropriate for these roles to be

conducted by the same individual -

acknowledging that additional non

- executive representation will

provide the required balance

necessary.

Both non - executive directors have

received option/warrant awards

and are thus not considered

independent. As detailed below,

the Board have engaged

recruitment specialists with the

mandate of finding additional non -

The board has appointed a number of subcommittees to assist in its activities.

The terms of reference of the board committees are reviewed regularly and are available on the Company's website. The Remuneration Committee consists of Simon Cole (Committee Chairman) and Grant Dollens. It is responsible for reviewing the performance of the senior executives and for determining their levels of remuneration as well as determining any options awards to employees and contractors.

The Audit Committee consists of two non-executive Directors: Andy Botha (Committee Chairman) and Simon Cole. The Audit Committee meets at least twice a year to consider the annual and interim financial statements as well as the audit plan. The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported upon, reviewing accounting policies and for meeting the auditors and reviewing their reports relating to the financial statements and internal control systems.

executive Board members. The new members (once hired) will receive remuneration in such a way so as not to impair their independence.

6. Ensure that The board must have an appropriate

between them balance of sector, financial and

the directors have public markets skills and experience, the necessary up- as well as an appropriate balance of

to-date

personal qualities and capabilities.

experience, skills

The board should understand and

and capabilities

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 of MelodyVR Group PLC has

None

Director Details

been assembled to allow each director

to contribute the necessary mix of

experience, skills and personal qualities

to deliver the strategy of the company

for the benefit of the shareholders over

the medium to long term. Full details of

the Board Members and their relevant

experience and skills can be found on

the Company website: MelodyVR

Group.com/board-and-committee/

Together the Board of Directors have

the relevant music sector experience,

the skills associated with running large

public companies, technical skills and

technical and financial qualifications to

assist the Company in achieving its

stated aims.

The Directors keep their skillsets up to

date through the range of roles they

perform, external training (where

necessary) and consideration of

technical and industry updates.

The Board has sought external advice and assistance from recruitment specialists on engaging additional non - executive directors with relevant experience. In addition to this advice the Board seeks advice in the normal course of business from Board advisors, auditors, lawyers and tax compliance specialists. No other external advisers have been engaged by the Board of Directors, except as noted above.

The role of Company Secretary provided with technical support (where necessary) from the Company's lawyers, this is considered adequate at the Company's current stage of development.

7. Evaluate board

The board should regularly review

MelodyVR Group PLC internally

The Board will consider the

performance

the effectiveness of its performance

assesses the effectiveness of the Board

need for external performance

based on clear

as a unit, as well as that of its

at every Board meeting, given its

review and will take

and relevant

committees and the individual

current stage of development as an

appropriate action when it is

objectives,

directors. The board performance

entity this is considered adequate at

deemed appropriate.

seeking

review may be carried out internally

the moment. As highlighted above the

continuous

or, ideally, externally facilitated

Board have engaged Recruitment

improvement

from time to time. The review

specialists to engage additional non -

should identify development or

executive Directors with relevant skill

mentoring needs of individual

sets.

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.

8. Promote a

The board should embody and

The executive team promote the

None

corporate culture

promote a corporate culture that is

corporate culture and ideals the Board

that is based on

based on sound ethical values and

consider provide the greatest

ethical values and

behaviours and use it as an asset

competitive advantage, the desired

behaviours

and a source of competitive

ethical behaviours across all levels of

advantage. The policy set by the

the Company as well as the Corporate

board should be visible in the

values. These are communicated by the

actions and decisions of the chief

executive team across the entire

executive and the rest of the

business through daily interaction and

management team. Corporate

senior supervision which is considered

values should guide the objectives

adequate given the current scale of the

and strategy of the company. The

organisation.

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

9. Maintain

The company should maintain

The current governance structures are

None

governance

governance structures and

considered adequate for the current

structures and

processes in line with its corporate

stage of the company.

processes that are

culture and appropriate to its: size

fit for purpose

and complexity; and capacity,

The board has appointed a number of

and support good

appetite and tolerance for risk. The

subcommittees to assist in its activities.

decision-making

governance structures should

The terms of reference of the board

by the board

evolve over time in parallel with its

committees are reviewed regularly and

objectives, strategy and business

are available on the Company's website

model to reflect the development of

melodyvr.group.com/board-and-

the company.

committee/

As referred to above, additional non-

executive Board members are currently

being sought.

BUILD TRUST

10. Communicate

A healthy dialogue should exist

The Company communicates with its

None

Annual Report

how the company

between the board and its

shareholders through its Annual Report

is governed and is

stakeholders, including

and Accounts, annual and interim

Copies of regulatory

performing by

shareholders, to enable all

announcements, the AGM and

announcements:

maintaining a

interested parties to come to

individual meetings with shareholders.

http://melodyvr.group.com/n

dialogue with

informed decisions about the

Copies of all annual reports, notices

ews/

shareholders and

company. Appropriate

and governance-related material are

other relevant

communication and reporting

available on the company website:

stakeholders

structures should exist between the

www.melodyvr.group.com

board and all constituent parts of its

shareholder base. This will assist:

The executive management team

the communication of shareholders'

meets with the Company's investors

views to the board; and the

through briefings at least twice a year,

shareholders' understanding of the

coinciding with the Company's annual

unique circumstances and

and interim results and at other times

constraints faced by the company. It

during the year.

should be clear where these

communication practices are

described (annual report or

website).

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MelodyVR Group plc published this content on 11 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2020 10:53:10 UTC