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DGAP-News: Media and Games Invest SE / Key word(s): Miscellaneous
Media and Games Invest SE: Proposal from MGI’s Nomination Committee
June 07, 2022 - Media and Games Invest SE ("MGI" or the "Company", ISIN: MT0000580101, ticker: M8G; Nasdaq First North Premier Growth Market and Scale Segment Frankfurt Stock Exchange, OTCQX: MDGIF): The Nomination Committee - consisting of Hermann Dambach (Oaktree Capital Management), Eric Billings (Billings Capital Management), Dr. Gabriel Recnik (Bodhivas GmbH) and Tobias M. Weitzel (Board of Directors) - announces proposals for decisions by the Annual General Meeting on election and compensation issues and on procedural issues for the next Nomination Committee.
Expansion of the board to meet the strong growth of the company
Since 2018, MGI`s revenues have grown from EUR 45m to EUR 252m until the end of 2021. Over the same period, the number of employees has increased by roughly 5 times. Accordingly, the requirements for the Board and the governance structure of MGI have also changed considerably. Therefore, the Nomination Committee considers it appropriate to expand the Board to a total of six members of which five of the members, including the proposed new Chairman of the Board, are independent in relation to the company's management and major owners. The proposal implicates a gender distribution with three of the board's total of six members being women. The proposed expansion of the Board will lay the foundation to bring additional expertise to the Board and enable the implementation of Board Committees following the next AGM. With this step, the process of adapting, optimizing, and strengthening the governance structure in line with the size and growth of the Company will continue.
New independent Board members
The Nomination Committee proposes the election of Franca Ruhwedel (Germany), Johan Roslund (Sweden) and Mary Ann Halford (United States) to the Board.
Franca Ruhwedel is an experienced board member and has chaired several audit committees currently among others at thyssenkrupp nucera. She has broad sector knowledge and a strong background in finance and accounting. Franca looks back on extensive practical experience in the corporate, banking and university environment, including in the Corporate Mergers & Acquisitions department of former DAX company thyssenkrupp. She has extensive experience as a board member in listed and non-listed companies from various industries with international boards (like thyssenkrupp nucera, National-Bank AG or VTG AG) and fulfills the requirements of Section 100 (5) of the German Stock Corporation Act (AktG) as a so-called "financial expert" due to her experience and position as a professor of finance and accounting. While serving as a member of the Board, she also has many years of experience as a member and chairman of various audit committees. In addition to a strong background in finance and accounting, Franca brings to the MGI Board proven experience in corporate governance and compliance, as well as extensive experience with the requirements of a public listed company as well as a private equity backed company. Franca Ruhwedel is independent of the Company and its major shareholders.
Johan Roslund has broad experience in the Swedish capital market, both as a board member of listed companies such as Nordic Asia Investment Group as well as a fund manager at GP Bullhound or as Chairman of the Asset Management Committee at Aktiespararna. Johan thus has a unique profile that brings together the needs of companies as well as institutional and private shareholders and combines this with a deep knowledge of the Swedish capital market and Swedish governance structures. Against the background of the Swedish listing and the planned relocation to Sweden, Johan thus fulfills an important profile requirement for MGI. Johan Roslund is independent of the Company and its major shareholders.
Mary Ann Halford is a true industry veteran with over 25 years of experience in actively building businesses in the media and entertainment industry in the US and internationally. Mary Ann has worked as both an operator and a consultant/advisor globally. As an operator, some of her significant accomplishments include the establishing the Fox International Channels Group from its initial platform of channels in Latin America to a global operation with channels in Europe, Latin America and Asia as well as launching the digital business for ITN Networks. As a consultant, she is currently a Partner at Altman Solon, the world’s leading TMT strategy consultancy. She is focused on building out their Media practice in the US and internationally. Previously she was a Senior Advisor to OC&C Strategy Consultants and an SMD in the TMT Group at FTI Consulting. Independently she has advised media and entertainment organizations, like FIFA, Eleven Sports, RCN Television (Colombia), 24i and Pearl TV. Mary Ann brings a wealth of experience and a broad network in the international and especially the North American media market, the core market of MGI's ad software platform, and thus brings valuable experience and knowledge of the media sector and the US market to the board. Mary Ann has vast experience as a board member in companies in the Media space (Triton Media Group, Celeritas Management, Edison Nation). Mary Ann Halford is independent of the Company and its major shareholders.
Separating the roles of Chairman and CEO
The Nomination Committee has assessed that it benefits MGI that Remco Westermann, CEO, founder and largest shareholder in the company, also serves as a board member and therefore proposes re-election of Remco Westermann. According to the Swedish Code of Corporate Governance, a maximum of one board member elected at the Annual General Meeting may be engaged in the company's management or in the management of its subsidiaries. This position is most often occupied by the CEO. The Nomination Committee views it as particularly important that Remcos' extensive experience and unique knowledge of MGI and its operations, as well as the global games and media market, be ensured on the Board. The Nomination Committee has further decided that a split of the roles of CEO and Chairman of the Board appears appropriate from a governance point of view and therefore proposes independent Board member Tobias M. Weitzel as the new Chairman of the Board. In addition to Remco Westermann and Tobias M. Weitzel the Nomination Committee proposes re-election of Elizabeth Para.
The Nomination Committee's motivated statement, together with the Nomination Committee's other proposals, will be published prior to the next Annual General Meeting. Information about the Nomination Committee is available at www.mgi-se.com.
Valetta, June 07, 2022
The Nomination Committee of Media and Games Invest SE
The information in this release has been made public through the agency of the responsible persons set out below for publication at the time stated by MGI's news distributor EQS Newswire at the publication of this release. The responsible persons below may be contacted for further information.
For further information, please contact:
Hermann Dambach, Chairman of the Nomination Committee
About Media and Games Invest SE
07.06.2022 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
Media and Games Invest SE
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