AIM Rule 26
Information on this website is disclosed for the purposes of AIM Rule 26
Up dated on the 18/08/2022
Online Blockchain Plc
Online Blockchain Plc is listed on the London Stock Exchange's AIM market and is incorporated and based in the UK
Incubating technology for the future
Technology is an exciting and fast moving area to work within. Research and Development can lead to things that can change the way people do things, changing their daily life. For many years we have worked as an incubator and investor in internet and information businesses.
Blockchain technology is a new and exciting area we have been working in this area for some time to provide systems to support the roll out of these technologies across a range of applications. As these start to come to fruition.
ADVFN Plc ( www.advfn.com ) one Europe's leading providers of stock market data to the private investor, giving access to information that was once only available for the city professionals.
ADVFN also includes : AllIPO Plc, Throgmorton Street Capital, TSCTrade and MJAC.
PlusOne was our first step towards the future. A media token that plugs into the heart of an online community. PlusOneCoin offers an on-line community the ability to reward members and promote information within the community. Allowing the media operator and their Ecco system to benefit.
Umbria Network is a cross-chain bridge, which facilitates the near-instant transfer of assets between distinct blockchains. Umbria Network supports the transfer of assets between the following blockchain networks:
- Binance Smart Chain
Online Blockchain PLC acts as advisor and administrator of the Umbria Network protocol, on top of which the bridging of digital assets is facilitated.
Michael Hodges, Chairman
Michael Hodges has over 32 years experience in computer software development and publishing, while working with multi-user and Internet projects for the last 32 years. He founded Online Blockchain Plc, ADVFN plc and All IPO plc. He is currently Chairman of Online Blockchain Plc, and a director of
All IPO plc. At Online Blockchain PLC, Michael oversees the day-to-day running of the business and works with its investments. He is a member of the audit committee and of the remuneration committee.
Clem Chambers, Chief Executive Officer
Co-founder of ADVFN plc, All IPO plc and Online Blockchain Plc, Clem Chambers has been involved in the software industry for over 32 years as a pioneer of computer games, massively multiplayer games, multimedia and the internet. He has written investment columns for Wired Magazine, Forbes, The Business, The Scotsman and broadcasts on investment matters for SKY News, CNBC and the BBC. Chambers is responsible for the management of Online Blockchain Plc projects. He is a member of the remuneration committee.
Jonathan Mullins, Technical Director
Jonathan Mullins has been involved in the development of a wide variety of online and internet
services for or over 25 years. He has extensive experience of managing entire
technical departments. He is currently the CEO of ADVFN PLC
Bill Louden, Non-Executive Director
Ex President of GE global consumer business unit with operations in Japan, the UK and Currently, He was formerly president of a GE online strategic business unit, senior vice president at Delphi Internet leading a UK Internet startup operations for News Corp. Between 1979 and 1984 at Compuserve, Mr Louden was responsible for personal computing and communication product lines, including InfoPlex, a CompuServe commercial store and forward system, which was re-designed and developed under Bill as a consumer product
renamed as “EMAIL” and launched in 1981 (and subsequently trademarked Compuserve between 1983 and 1984).
Mr Louden is particularly recognised for his role in leading the development and commercialisation of multi-player games at Compuserve (and thereafter as founder of the GEnie online service at General Electric), including MegaWars, the first commercial multi-player online game.
In accordance with Rule 26
71 Queen Victoria Street,
London EC4V 4BE,
Beaumont Cornish Limited
566 Chiswick High Road
London, W4 5YA
Throgmorton Street Capital,
28 Ongar Business Centre,
The Gable, Fyfield Road,
Neville Registrars Limited,
T: 0121 585 1131
E: [email protected]
W : www.nevilleregistrars.co.uk
Contact Name : Emma Winnall
Corporate Governance Report
Field Fisher Waterhouse, 35 Vine Street, London, EC3N 2AA
The Group is led and controlled by the Board of Online Blockchain Plc, currently comprising of a Chairman, Chief Executive Officer and Technical Director.
The Board meets regularly to consider strategy and policy, major capital expenditure and all aspects of the Group’s
activities and business operations. The Board has a formal schedule of matters reserved specifically for decision by
the Board. Effectively, no decision of any material consequence is made other than by the Directors and all Directors
participate in the key areas of decision-making. The Board is responsible to shareholders for the proper management
of the Group.
There is no agreed formal procedure for the Directors to take independent professional advice at the Group’s expense.
However, independent professional advice is made available where considered appropriate.
In accordance with the Company’s Bye-Laws, Directors submit themselves for re-appointment at the Annual General
Meeting in rotation at the Annual General Meeting.
The Board is committed to high standards of governance and aims to create a culture which demands the same
commitment and performance from all of our employees and contractors and in all our business activities.
We continue to build organisational capacity and improve our management processes and procedures.
We seek to strike a balance between entrepreneurial risk-taking and prudent risk management, maintaining high
standards of corporate governance without compromising Online's unique culture.
The Board is responsible for the overall Group strategy, the appointment and removal of any Director, the approval of
the Group’s annual budget, acquisition and divestment policy, approval of major capital expenditures, the overall
capital structure of the Group, the consideration of significant financing and operational matters, and the approval of
management incentive schemes. In addition, the Board is responsible for ensuring that major business risks are
actively monitored and managed and is responsible to shareholders for the proper management of the Group.
The Board has conferred certain responsibilities to the following Board Committees. Each Committee is composed of
two Directors. Currently the Company’s Chief Executive Officer is chairman of the Remuneration Committee and the
company's Technical Director is chairman of the Audit and Risk Committee.
Audit & Risk Committee
The Company has an Audit Committee comprised of Jon Mullins ( Chairman ) and Michael Hodges. It meets at least once a year and is responsible for ensuring that the financial performance of the Group is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to the accounts and internal control systems.
The Remuneration Committee comprises of Clem Chambers ( Chairman ) and Michael Hodges. It is responsible for reviewing the
performance of the executive Directors and sets the scale and structure of their remuneration and the basis of their
service contracts bearing in mind the interests of shareholders. The Remuneration Committee also determines the
allocation of share options to employees.
Standards of Corporate Governance
The Board is committed to maintaining high standards of corporate governance. The UK Corporate Governance Code,
published by the Financial Reporting Council, sets out standards of good practice in relation to board leadership and
effectiveness, remuneration, accountability and relations with shareholders, providing principles of good governance and a
code of best practice for listed companies. The UK Corporate Governance Code does not apply to AIM companies. However,
Shareholders expect companies in which they invest to be properly governed and tend to use the UK Corporate Governance
Code as a starting point.
The Company’s corporate governance procedures take due regard of the principles of good governance set out in the
UK Corporate Governance Code having regard to the size and the stage of development of the Company. Nonetheless,
the Company has not formally adopted any specific corporate governance code.
Management of Investor Relations
The Board recognises that it is accountable to Shareholders for the performance and activities of the Company and to
this end is committed to providing effective communication with the Shareholders of the Company.
Significant developments are disseminated through stock exchange announcements and regular updates of the Company
website where descriptions of the investee company projects are available and updated whenever there is a
significant event. In addition, copies of any third party comment are available.
The Board views the Annual General Meeting as an important forum for communication between the Company and its
Shareholders and encourages Shareholders to express their views on the Company’s business activities and performance.
The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their
effectiveness. These internal controls are designed to safeguard the assets of the Group and to ensure the reliability
of financial information for both internal use and external publication.
Online Blockchain Plc is listed on the AIM market. It is not listed on any other exchanges or trading platforms.
Anti- Bribery Policy
Online Blockchain Plc embraces a culture of zero tolerance policy of bribery and corruption throughout all of its business lines. It is Online Blockchain's policy to comply with all laws, rules and regulations governing anti-bribery and anti-corruption law. Online Blockchain Plc is committed to conducting its business and affairs so as to ensure that it does not engage in, or facilitate, any form of corruption.
Online Blockchain Plc defines bribery and corruption as follows:
The receiving or offering of any undue reward by or to any holder of public office, employee, colleague or representative
of any other organisation, designed to influence us in the exercise of their duty, and to incline them to act contrary to
accepted standards of honesty and integrity.
The misuse of public office or public power for private gain by offering or promising anything of value, whether directly
or indirectly, to a public official or a political candidate, party or party official in order to obtain, retain or direct business,
or to secure any improper business advantage. Also included is the demanding or accepting of anything of value by
such a person as a condition to conferring an improper business advantage, whether directly indirectly.
Laws and Regulations
The Bribery Act was given Royal Assent in 8th April 2010 and came into force on 1st July 2011.
It is an offence to give/receive a bribe; to promise/offer/request/agree to receive a bribe; to bribe a foreign public official
and for a senior officer to consent/connive in any such offence.
Online’s Policy and Practices
Online's Bribery and Corruption Policy applies to all employees, including those with trading names of Online Blockchain Plc in which Online Blockchain Plc has a controlling interest, as well as contract services consultants, contractors, irrespective of their location, function, grade or standing. Subsidiaries in which Online Blockchain Plc does not have a controlling interest (any joint ventures in which Online Blockchain Plc participates) are encouraged to apply the policy.
Online Blockchain Plc's Bribery and Corruption Policy requires that all employees will require prior permission from the CEO or Finance Director for the following:
Offering Hospitality and promotional expenditure to clients (including their family), brokers or any parties connected
with Online Blockchain Plc .
Any expenses involving Business partners, joint ventures, etc.
If any parties offers gifts or hospitality to employees.
Employees must not accept any gifts in the course of their business without the prior approval from Compliance and
As all client entertainment and client benefits (such payment of client’s Online account) are covered by the act,
employees must seek the Finance Director’s prior permission. These are normally permissible provided they are
reasonable and proportionate.
Any employee that encounters a breach of policy can report their concerns in confidence and without fear of reprisals to
their compliance officer. All reports are taken seriously and, where appropriate, investigated in more depth. No employee
is discriminated against in any way as a result of reporting in good faith.
Our policy on bribery and corruption is fully supported by the Board of Directors. Any breach of policy by any employee
will be considered as grounds for disciplinary action, which may result in dismissal from the firm.
Online Blockchain PLC shares are traded on AIM (LSE:ONL). They are not listed on any other
exchanges or trading platform.
Shares in Issue Shares held in Treasury Securities not in Public hands
14,311,709 Nil 3,059,350
Ordinary Shares %
C H Chambers 1,529,364 10.7%
M J Hodges 1,365,500 9.5%
There are currently no restrictions on the transfer of securities
The Company, as a UK plc listed on the AIM Market, is subject to the UK City Code on Takeovers and Mergers.
Online Blockchain PLC
85 Great Portland Street,
Tel : 0203 475 3484
Information on this website is disclosed for the purposes of AIM Rule 26 and was last updated on the 18/08/2022