Corporate Governance

Chairman’s Statement

“The Directors recognise the fundamental importance of good corporate governance in providing an efficient, effective and dynamic management framework to ensure that the company is managed in the right way for the benefit of all shareholders over the medium to long-term. In view of this, the board of Gfinity plc has chosen to apply the QCA Corporate Governance Code (the ‘QCA Code’) published by Quoted Companies Alliance. The QCA Code is a pragmatic and practical tool, which adopts a principles-based approach to corporate governance, which the directors of Gfinity believe is correct for Gfinity in its current stage of growth.

The table below outlines how Gfinity complies with the ten key principles of corporate governance defined in the QCA Code. Further information on compliance with the QCA Code will be provided in our next annual report.”

Garry Cook, Executive Chairman

Compliance with QCA Code

 
No.
QCA Principle
Application as per QCA Code
Gfinity Approach and Disclosures
Deliver Growth
1.

Establish a strategy and business model which promote long-term value for shareholders

The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

Gfinity is a world-leading solutions provider within the fast-growing esports sector. A sector which is expected to grow in size to $1.65bn by 2021 (source: Newzoo 2018: Global Esports Market Report.)

The Directors of Gfinity expect the Company to deliver long term value for shareholders by developing a position as one of the market leaders within this sector, enabling it to derive significant revenues over the medium to long term, through:

  • Establishing the Company as a leading provider of end to end esports solutions for major partners, including game publishers, sports rights holders, media companies and other corporations looking to communicate with an engaged and growing audience.
  • Delivery of Gfinity owned and operated programmes including the Gfinity Elite Series
  • Building of an esports community, playing, watching and reading esports content via gfinityesports.com.

A full description of this strategy is provided within the Strategic Report and Directors’ Report on pages 7 to 9 of Gfinity’s June 2017 Annual Report and Accounts.

The key risks to the delivery of this strategy are outlined in the Directors’ Report on pages 7 to 9 of Gfinity’s June 2017 Annual Report and Accounts.

Gfinity’s approach to Corporate Governance, providing a framework to manage risk, is outlined in the Corporate Governance Report on pages 13 and 14 of Gfinity’s June 2017 Annual Report and Accounts.

2.

Seek to understand and meet shareholder needs and expectations

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

The Directors of Gfinity recognise the importance of consistent two-way communications with all groups in the shareholder base. As a result, the Company employs a Head of Investor Relations, who is responsible for day to day communications on behalf of the Board.

The Executive Chairman and Global Chief Operating Officer talk regularly with the Group’s major shareholders, thereby ensuring that their views are communicated fully to the Board.

The Company, together with our Nomad, Allenby Capital, has also entered into a relationship Agreement, with its largest shareholder, Charles Street International Holdings Ltd (“Charles Street”) defining the terms of the relationship and specifically confirming that the Board will always act in the interests of the overall shareholder base and that Charles Street will not seek to influence it otherwise.

The Board recognises the Annual General Meeting (“AGM”) as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

If any votes at a general meeting do not proceed in line with the company’s expectations the Board will engage with those shareholders to understand and address any issues. The Company Secretary is the main point of contact for such matters.

3.

Take into account wider stakeholder and social responsibilities and their implications for long-term success

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and 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.

Engaging with our stakeholders strengthens our relationships and helps us make better business decisions. The Board receives feedback on all stakeholder engagement activities undertaken across the Company, in order to constantly develop its understanding and help Gfinity to deliver on its strategic objectives. Such activities have included:

  • Employee feedback surveys designed to understand what aspects of the Company’s culture staff most value and which they would like to change, which have resulted in creation of employee development plan, together with changes to the office working environment and standard employee terms and conditions.
  • Customer feedback sought at the completion of all major initiatives, which has enables the Company to consistently improve is partner solutions business.
  • Research undertaken to fully understand the ongoing wants and needs of the esports community, which is being used to shape the next phase of Gfinity’s tournament platform development.

The Company monitors research on the impact of video gaming on society and takes this into account in the development of its products and in its decisions over which games to support.

4.

Embed effective risk management, considering both opportunities and threats, throughout the organisation

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s 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).

Gfinity’s approach to risk management and internal control is outlined in the Corporate Governance section of its June 2017 Annual Report and Accounts, which can be found on pages 13 and 14.

The Board recognises that maintaining sound controls and a risk management framework is critical to ensuring that the Group maintains the focus and resources required to deliver on its stated strategy.

Overall responsibility for risk management and internal framework, lies with the Gfinity Board. As such the Board is updated on key risk areas at each Board meeting, of which there are at least six per annum.

Gfinity also has an Audit Committee, which includes representation from each the Company’s Non-Executive Directors. The Committee is responsible for monitoring the Company’s financial risk and controls framework and is provided with detailed financial and process documentation ahead of each meeting, produced by Chief Financial and Global Chief Operation Officers.

Overall the Directors believe the Company’s approach to risk to be comprehensive, while still consistent with the Company’s aim of establishing a market leading position in a new and rapidly growing sector.

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
5.

Maintain the board as a well-functioning, balanced team led by the chair

The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively 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-executive directors and should have at least two independent non-executive directors. 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 led by Executive Chairman, Garry Cook and also comprises three further Executive Directors and three Non-Executive Directors. Each of the current Non-Executive Directors is considered to be independent, having no day to day involvement in the executive operations of the company. All Non-Executive directors are required to commit a minimum of 2 days per month to their roles, outside of attendance at Board meetings.

All Directors receive regular and timely information of the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. All Directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in the furtherance of the duties, if necessary.

The Board is supported by the Audit Committee, Remuneration Committee and Nomination Committee, the terms of reference for which are available at gfinityplc.com.

Board meetings are held at least six times per annum.

Audit Committee and Remuneration Committees meet at least twice per annum, with the Nominations Committee meeting at least once per annum, with additional meetings scheduled over and above these as required.

6.

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and 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.

Gfinity aims to maintain a Board, with significant experience across a broad range of sectors and functional specialisms, with an appropriate degree of public company experience.

The Board is of the opinion that at its current stage of development it is appropriate to have an Executive Chairman, who is responsible for driving the strategy of the business as well as chairing the Board. Day to day operational management of the business is led by the Global Chief Operating Officer.

To maintain an appropriate counterweight to the role of Executive Chairman, Gfinity also retains a Senior Independent Director (“SID”). The key responsibilities of the SID are to:

  • Lead the performance evaluation of the chair;
  • Chair the Remuneration Committee, with responsibility for determining the remuneration of the Board;
  • Chair the annual meeting of the Non-Executive Directors; and
  • Act as a conduit for shareholder or Director concerns that it may not be appropriate to be channelled through the Chair.

The biographies of each Board member can be viewed at gfinityplc.com/investors/board/.

7.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual 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.

The Board carries out an evaluation of its performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness. As part of this process, the Board will assess its success against a number of criteria including:

  • Does the strategy that it has set continue to deliver long term shareholder value in a rapidly evolving sector;
  • How clearly is that strategy communicated to the Executive team and are the decisions being taken by management aligned to the overall strategy;
  • Does the Company have the appropriate resources, both financial and otherwise to deliver on the Strategy;
  • Is the Board displaying the right behaviours to promote the desired culture across the Company;
  • Does the composition of the Board remain appropriate for the next phase of the Company’s growth.

It was through the above assessment process that the board elected to make a number of personnel changes in November 2018, bringing in three experienced Non-Executive Directors to strengthen the level of oversight, challenge and strategic input.

All Directors undergo a performance evaluation before being proposed for reelection to ensure that their performance is, and continues to be effective, that where appropriate they maintain their independence and that they are demonstrating continued commitment to the role. Appraisals are also carried out on an annual basis with all Executive Directors.

All Director appointments are subject to ratification at the following AGM. Directors are automatically subject to re-election after each three years of service.

8.

Promote a corporate culture that is based on ethical values and behaviours

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company. The 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.

The Gfinity Board is responsible for setting the Group’s vision and the collaborative behaviour that is required to support this.

These behaviours are communicated to staff through all staff meetings, one to one meetings with team leaders and through presentations at the All-Staff meeting.

The Group Chief Operating Officer, working with the group’s Head of HR, is responsible for ensuring that the demonstration of these behaviours forms a key component of the Group’s annual appraisal process and remuneration structure.

9.

Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

  • size and complexity; and
  • capacity, appetite and tolerance for risk.

The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

The Board is responsible for setting the overall strategy and vision for the Group and for monitoring and holding the Executive Team to account for delivery against this strategy and vision. As part of this, the Board has overall responsibility for approval of the annual budget, ensuring the availability of resources to deliver against this and maintenance of an appropriate controls framework at all times.

The Board meets at least six times per annum on a recurring bi-monthly basis plus other meetings as required on an ad hoc basis. The Board retains responsibility for setting the strategy for the company, approving the annual budget and approval of all material new expenditure, including investment and acquisition decisions.

The board is supported by Audit, Remuneration and Nomination Committees. The principal terms of reference of which are as outlined below:

Audit Committee:

  • Monitoring of financial performance; Review of financial plans and budgets;
  • Ensuring adequacy of capital to deliver on strategy;
  • Approval of full year report and accounts and interim report;
  • Monitoring of controls environment within the Company.

Remuneration Committee:

  • Setting remuneration strategy for the Company;
  • Approval of remuneration of all directors and members of Senior Executive Team.
  • Approval of all options over ordinary shares granted in the Company.

Nominations Committee:

  • Identification of new Directors and proposal of appointments for approval by full Board.

The Board reviews the composition and terms of reference for each of its respective committees on an ongoing basis.

Our Corporate Governance Statement within the Annual Report and Accounts, provides further detail on the company’s governance structures and why they are appropriate and suitable for the company.

Build Trust
10.

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:

  • the communication of shareholders’ views to the board; and
  • the shareholders’ understanding of the unique circumstances and constraints faced by the company.

It should be clear where these communication practices are described (annual report or website).

The Board receives detailed updates at bi-monthly Board meetings in order for it to be able to come to an informed decision on the Company’s present performance and associated strategy.

Gfinity maintains ongoing dialogue with shareholders through a number of channels including:

  • AGMs and where required Extraordinary General Meetings (“EGM”) attended by both Executive and Non-Executive Directors;
  • Meetings between shareholders and members of the Executive Management team;
  • Publication of full year and half year reports and accounts;
  • Announcements of all material news via Regulatory News Service;
  • and Maintenance of the website, gfinityplc.com, as a hub for all relevant news.

Board responsibility for oversight of communications with its shareholder base rests with Chief Financial Officer. To support this process Gfinity employs a Head of Investor Relations to co-ordinate communications with all investors across these respective channels. Communication with the Group’s institutional shareholder base is also supported by its Nomad and Broker, Allenby Capital, and Joint Broker, Shore Capital.

Results of Votes at General Meetings

 
Date
Nature of Meeting
Resolution
Outcome
16 Apr 2018
Extraordinary General Meeting

Ordinary resolution:

1. That the Directors be and they are generally and unconditionally authorised in accordance with section 551 of the Companies 2006 Act (the “CA 2006”) to exercise all powers of the Company to allot ordinary shares of 0.1p each in the capital of the Company (“Ordinary Shares”) up to an aggregate nominal amount of £108,146 provided that this authority shall be in substitution for all previous authorities pursuant to section 551 CA 2006 and shall expire at whichever is the earlier of the conclusion of the next Annual General Meeting of the Company and 16 July 2019.

Approved

Special resolution:

2. That, conditional on the passing of Resolution 1 above and in substitution for all previous authorities pursuant to section 571 CA 2006, the Directors be and they are empowered pursuant to Section 571 CA 2006 to allot equity securities (within the meaning of section 560 CA 2006) for cash pursuant to the authority conferred by Resolution 1 above as if section 561(1) CA 2006 did not apply to any such allotment, provided that this power shall be limited to the allotment of Ordinary Shares up to an aggregate nominal amount of £41,331.11 and will expire at whichever is the earlier of the conclusion of the next Annual General Meeting of the Company and 16 July 2019.

Approved
19 Dec 2017
Annual General Meeting

Ordinary Resolutions:

1. To receive the financial statements for the 12 month period ended 30 June 2017 and the reports of the directors and the independent auditors as set out in the annual report and accounts.
Approved
2. To re-appoint Jonathan Hall as a director, who is retiring by rotation in accordance with the articles of association, and who being eligible offers himself for re-election.
Approved
3. To re-appoint Andrew MacLeod as a director, who is retiring having been appointed by the directors, and who being eligible offers himself for election.
Approved
4. To re-appoint Garry Cook as a director, who is retiring having been appointed by the directors, and who being eligible offers himself for election.
Approved
5. To re-appoint Preeti Mardia as a director, who is retiring having been appointed by the directors, and who being eligible offers himself for election.
Approved
6. To re-appoint Rees Pollock as independent auditors and to authorise the directors to fix their remuneration.
Approved

7. That:

  • 7.1. the directors of the Company are generally and unconditionally authorised for the purposes of section 551 Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (Rights) up to an aggregate nominal amount of £72,007. This authority will, unless renewed, varied or revoked by the Company, expire on 18 December 2018 or, if earlier, the conclusion of the Company’s next annual general meeting, but the Company may make an offer or agreement before this authority expires which would or might require shares to be allotted or Rights to be granted after it has expired and the directors may allot shares or grant Rights under any such offer or agreement notwithstanding that the authority conferred by this resolution has expired; and
  • 7.2. this authority revokes and replaces all unexercised authorities previously granted to the Directors to allot Rights, but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.
Approved

Special Resolutions:

8. That, subject to the passing of Resolution 7:

  • 8.1. in accordance with section 570 Companies Act 2006, the Directors be given the general power to allot equity securities (as defined by section 560 Companies Act 2006) for cash pursuant to the authority conferred by resolution 7, as if section 561(1) Companies Act 2006 did not apply to any such allotment. This power is limited to:
    • 8.1.1. the allotment of equity securities in connection with an offer by way of a rights issue:
      • 8.1.1.1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
      • 8.1.1.2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary; and
    • 8.1.2. the allotment (otherwise than pursuant to paragraph 8.1.1) of equity securities up to an aggregate nominal amount of £43,641; and
  • 8.2. the Directors may, for the purposes of paragraph 8.1, impose any limits or restrictions and make any arrangements which they consider necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;
  • 8.3. the power granted by this resolution will expire on 18 December 2018 or, if earlier, the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) except that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement notwithstanding that the power conferred by this resolution has expired; and
  • 8.4. this resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) Companies Act 2006 did not apply but without prejudice to any allotment of equity securities already made, offered or agreed to be made pursuant to such authorities.
Approved
11 Oct 2018
Extraordinary General Meeting

Ordinary Resolution:

1. an ordinary resolution to grant authority to the Directors to allot Ordinary Shares up to an aggregate nominal amount of £72,007.17 to permit the allotment of the Placing Shares pursuant to the Placing plus a further number of Ordinary Shares equivalent to approximately one third of the Enlarged Share Capital (there being no current intention to use this additional authority);
Approved

Special Resolution:

2. A special resolution to dis-apply statutory pre-emption rights in respect of the allotment for cash of up to 47,745,000 Ordinary Shares comprising the Placing Shares and up to a further 21,819,074 Ordinary Shares equivalent to approximately 10 per cent of the Enlarged Share Capital (there being no current intention to use this additional authority).
Approved
20 Dec 2016
Annual General Meeting

Ordinary resolutions

1. To receive the financial statements for the 12 month period ended 30 June 2016 and the reports of the directors and the independent auditors as set out in the annual report and accounts.
Approved
2. To re-appoint Tony Collyer as a director, who is retiring by rotation in accordance with the articles of association, and who being eligible offers himself for re-election.
Approved
3. To re-appoint Neville Upton as a director, who is retiring by rotation in accordance with the articles of association, and who being eligible offers himself for re-election.
Approved
4. To re-appoint Jonathan Varney as a director, who is retiring having been appointed by the directors, and who being eligible offers himself for election.
Approved
5. To re-appoint Rees Pollock as independent auditors and to authorise the directors to fix their remuneration.
Approved

6. That:

  • 6.1. the directors of the Company are generally and unconditionally authorised for the purposes of section 551 Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (Rights) up to an aggregate nominal amount of £52,471. This authority will, unless renewed, varied or revoked by the Company, expire on 19 December 2017 or, if earlier, the conclusion of the Company’s next annual general meeting, but the Company may make an offer or agreement before this authority expires which would or might require shares to be allotted or Rights to be granted after it has expired and the directors may allot shares or grant Rights under any such offer or agreement notwithstanding that the authority conferred by this resolution has expired; and
  • 6.2. this authority revokes and replaces all unexercised authorities previously granted to the Directors to allot Rights, but without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to such authorities.
Approved

Special resolution

7. That, subject to the passing of Resolution 6:

  • 7.1. in accordance with section 570 Companies Act 2006, the Directors be given the general power to allot equity securities (as defined by section 560 Companies Act 2006) for cash pursuant to the authority conferred by resolution 6, as if section 561(1) Companies Act 2006 did not apply to any such allotment. This power is limited to:
    • 7.1.1.the allotment of equity securities in connection with an offer by way of a rights issue:
      • 7.1.1.1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
      • 7.1.1.2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary; and
    • 7.1.2. the allotment (otherwise than pursuant to paragraph 7.1.1) of equity securities up to an aggregate nominal amount of £31,482; and
  • 7.2. the Directors may, for the purposes of paragraph 7.1, impose any limits or restrictions and make any arrangements which they consider necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;
  • 7.3. the power granted by this resolution will expire on 19 December 2017 or, if earlier, the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) except that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement notwithstanding that the power conferred by this resolution has expired; and
  • 7.4. this resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities as if section 561(1) Companies Act 2006 did not apply but without prejudice to any allotment of equity securities already made, offered or agreed to be made pursuant to such authorities.
Approved
20 Jul 2016
Extraordinary General Meeting

Ordinary resolutions:

1. To authorise the directors to allot and issue equity securities
Approved

Special resolution:

2. To dis-apply statutory pre-emption rights relating to the allotment of equity securities as set out in the notice of meeting.
Approved
14 Dec 2015
Annual General Meeting

Ordinary resolutions:

1. To receive the financial statements for the financial year ended 30 June 2015
Approved
2. To reappoint Rees Pollock as auditors and to authorise the directors to fix their remuneration.
Approved
3. To authorise the directors to allot and issue equity securities
Approved

Special resolution:

3. To disapply statutory pre-emption rights relating to the allotment of equity securities as set out in the notice of meeting

Approved

All resolutions approved with a minimum of 80% support from all voting shareholders.

Last Updated: October 25, 2018

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Gfinity PLC
35 New Bridge Street
London
EC4V 6BW
Company Secretary
Jonathan Hall A.C.A.
Registered Company No.
08232509
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