Media and Games Invest SE is a public limited liability company incorporated under the laws of Malta on the 21 March 2011. The Company is registered with the Malta Business Registry in Malta, with company registration number SE 15 and with its registered office at 168 St. Christopher Street, Valletta, VLT1467, Malta. The Company’s LEI is 391200UIIWMXRLGARB95. The Company is the parent holding company of Media and Games Services AG (Switzerland), blockescence DLT solutions GmbH (Germany), Samarion SE (Germany), ME Mobile GmbH (Germany), Vajrapani Limited (Malta), Platform 161 Holding BV (Netherlands), ME digital GmbH (Germany) and ReachHero GmbH (Germany). The Company’s shares are listed in the Scale segment of Frankfurt Stock Exchange in Germany and at Nasdaq First North Premier Growth Market in Sweden. In October 2019, MGI listed a public bond in the open market segment of Frankfurt Stock Exchange and in 2021 a public bond listed in the open market segment of Frankfurt Stock Exchange and in the regulated segment of the Nasdaq Stockholm in Sweden.
The Company’s board of directors is responsible for managing the Company’s business. Corporate governance in the Company is based on Maltese law, the Company’s Articles of Association, the rules and regulations of the Frankfurt Stock Exchange and internal rules and instructions. Following the listing on Nasdaq First North Premier Growth Market in October 2020, the Company applies Nasdaq First North Growth Market’s Rule Book and the Swedish Corporate Governance Code (the “Code”). Companies do not have to comply with all of the rules in the Code, instead these Companies have the possibility of choosing alternative solutions that they consider better suited to their particular circumstances, provided that any deviations are presented, that the alternative solution is described and that the reasons are explained in the corporate governance report (the “comply or explain principle”). Any deviations from the Code will be published and updated on the Company’s website. At the present time, the Company has identified the following deviations from the Code.
On this point, the Company deviates from the rules of the Code. Considering the Company’s shareholding structure and size of the Company, the Company’s largest shareholders were of the view that it is not necessary to establish a nomination committee and that a direct nomination of persons for appointment as board members is better suited in the Company’s circumstances. As the Company grows and the shareholder base of the company evolves, the company may reconsider whether establishing a nomination committee would be beneficial.
Appointment of board members and chairman of the board
Three out of four board members of MGI have been appointed for an unlimited time. They can, however, be dismissed by an ordinary resolution of the shareholders in general meeting (a simple majority of the nominal value of shares represented and entitled to vote at the meeting). The Company believes this to be a well-established and efficient practice for many years and therefore wishes to continue with the same.
The chairman of the board is appointed by the board itself, which procedure is set out in the Articles of Associations and is a well-established procedure.
At this point, the Company will not establish a remuneration committee. The board of directors of MGI consists of four individual directors and due to the size of the board the Company believes it to be more efficient not to establish such a committee.