Main country of operation statement and statement of country of incorporation:
Kooth plc, a company incorporated and registered in England and Wales with registered number 12526594. Kooth plc’s main country of operation is the UK.

Details of corporate governance applied and how Kooth plc complies with that code
The Directors acknowledge the importance of high standards of corporate governance and intend to comply with the principles set out in the Corporate Governance Code issued by the QCA, to the extent that the Board considers appropriate for a business of the Company’s size and nature. Full details of how the Company intends to comply with the QCA Code, from Admission, are detailed on the ‘Corporate Governance’ page.

The QCA Code sets out a minimum best practice for small and midsize quoted companies, particularly AIM Companies.On Admission, the Board will comprise the Independent Non-Executive Chair, three Executive Directors and a further two Non-Executive Directors, reflecting a blend of different experiences and backgrounds. Peter Whiting and Dame Sue Bailey are regarded as independent. The Board meets regularly to review, formulate and approve the Group’s strategy, performance and corporate actions.

Statement whether the company is subject to the UK City Code on takeovers and mergers
Kooth plc is subject to the UK City Code on Takeovers and Mergers.

Board Committees
The Company has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities and with written terms of reference. Each of these committees meet regularly on the frequencies set out in the Admissions Document. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

Audit Committee
The Audit Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets no less than three times in each financial year and has unrestricted access to the Group’s external auditors. The Audit Committee comprises Simon Philips and Dame Sue Bailey and is chaired by Peter Whiting.

Remuneration Committee
The Remuneration Committee reviews the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee meets as and when necessary, but at least three times each year. In exercising this role, the Directors have regard to the recommendations put forward in the QCA Code and, where appropriate, the Remuneration Committee Guide for Small and Mid-Size Quoted Companies published by the QCA and associated guidance. 

The Remuneration Committee does, where possible, adhere to the Remuneration Committee policy document which includes, inter alia, a requirement for executive directors of the Company to hold an amount of Shares in value equivalent to their annual salary, with a tapering post-employment shareholding requirement. The Remuneration Committee comprises Peter Whiting and Dame Sue Bailey and is chaired by Simon Philips.

Panmure Gordon (UK) Limited
40 Gracechurch Street,
London
EC3V 0BT

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