Last Page Update: October 7, 2021 @ 9:23 am
Our Corporate Governance
Kooth is an innovator and leading platform for digital mental health. Our mission is to make personalised mental health care available to all.
This page outlines our QCA compliance, and how our Board Committees work.
QCA Compliance Table
The Directors acknowledge the importance of high standard of corporate governance and have chosen to comply with the principles set out in the Corporate Governance Code for Small and Mid-size Quoted Companies, as issued by the QCA (the Code). A summary of how the Group currently complies with the Code is set out below and is updated at least annual in the manner recommended by the Code.
The Chair’s role is to lead the Board of Directors and to be responsible for ensuring that the Group adheres to and applies the standards of corporate governance. The Board and the committees meet regularly as described in our most recent Annual Report. The executive team are responsible for day to day management and are accountable to the rest of the Board.
Many of the disclosures relevant to the Code are already made in our most recent Annual Report. In the application of this Code the Board has sought input from the auditors and the Group’s advisers.
The disclosures below were last reviewed and approved by the Board on 13 April 2021.
Principle 1 – Establish a strategy and business model which promote long-term value for shareholders
Our purpose is to make digital mental healthcare universally available to all.
Kooth has a clear 4-pillar growth strategy to support the increasing demand for mental health services in the public and private sector, both in the UK and internationally, all underpinned by our proprietary technology platform and clinical operating model. This strategy focuses on scaling our CYP model, replicating our CYP success in the adult public sector market, corporate expansion and international growth.
This strategy is shared by the Board and Executive team and has been communicated through regular meetings with investors, announcements through RNS and is detailed in full within the Strategic Report section in our Annual Report. Key risks and mitigating factors are also detailed in our most recent Annual Report.
Principle 2 – Seek to understand and meet shareholder needs and expectations.
The Board maintains strong relationships with investors and supports open channels of communication.
The Board will communicate with Shareholders through:
- The annual report and accounts;
- The interim and full-year results announcements
- Trading updates (where required or appropriate)
- The annual general meetings
- The Company’s investor relations website (in particular, the “RNS News” and “AIM Rule 26” pages).
The Chief Financial Officer is the primary contact for Shareholders and there is a dedicated email address (firstname.lastname@example.org) for shareholder questions and comments. Regular meetings are held between the Chief Executive Officer, Chief Financial Officer and institutional investors and analysts to ensure that the Company’s strategy, financials, and business developments are communicated effectively.
Principle 3 – Take into account wider stakeholder and social responsibilities and their implications for long-term success.
We recognise that we have a responsibility to not only our shareholders and employees, but to a wider group of stakeholders and the communities in which we operate.
Our commitment to the highest standard of corporate social responsibility is outlined in the Section 172 statement of the most recent Annual Report.
The Group’s key stakeholder groups are:
- Wider communities
We understand that our employees are at the core of everything we do and maintain a focus on their interests and wellbeing. We appointed Steve Gilbert OBE to chair our Diversity and Inclusion council during 2020, and also established an Employee Voices Group to better understand and embrace diversity across the organisation. We now run an Employee Engagement Survey three times a year. The results are reviewed at the senior management level and feedback is used to inform employee development and policies.
Following our IPO we were able to award long term incentive share options to all our employees. We also formed a rapid response to the COVID-19 pandemic to ensure the wellbeing of our employees was implemented.
The Board maintains strong relationships with investors and supports open channels of communication. This is explained in both Principle 2 to this statement and our most recent Annual Report.
Our Admission to AIM has benefitted our customers through greater transparency facilitated by the increased scrutiny that comes with being a public company. During the year we have continued to support the NHS by increasing coverage of our existing Children and Young People contracts to meet increased demand, whilst also scaling up our other services.
The relationship we have with our suppliers is crucial to ensuring the smooth-running of our business and its operations. We encourage an honest dialogue with all suppliers.
The Group is committed to providing an accessible and diverse service to all, including working with leading LGBTQ+ and Black and non-white influencers to provide appropriate content to our communities. By nature of being a digital service provider, the Group’s operations are deemed to have low environmental impact.
Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout the organisation
Risk management is reported in our most recent Annual Report on page 29 along with how these risks are mitigated.
The Board meets monthly during which business and other risks are assessed. The Group also has in place a risk register and mitigation framework which Executives contribute to from their relevant areas of the business and this is communicated to the board monthly.
Principle 5 – Maintain the board as a well-functioning, balanced team led by the chair.
The Board comprises the Independent Non-Executive Chair, two Non-Executive Directors and two Executive Directors. Biographical details of each Board member is included in our most recent Annual Report on page 35 and on the website at Who We Are – Kooth plc
In carrying out its governance role, the main task of the Board is to drive the performance of the Group. The Board must also ensure that the Group complies with all its contractual, statutory and any other legal obligations, as well as the requirements of any regulatory body. The Board has the final responsibility for the successful operations of the Group, and meets monthly to set the overall direction and strategy of the Group, and such other times as necessary.
Our Executive Board was strengthened in 2020 by the appointment of Tim Barker as CEO and Sanjay Jawa as CFO. Tim brings with him a wealth of experience from his career in the technology industry including leadership positions at DataSift and Salesforce. Prior to his appointment Sanjay had been a Non-Executive Director since 2018 through his role as an operating partner at ScaleUp Capital. He previously held senior finance positions at a combination of public and private equity backed technology and services businesses including Qualitest, Barclays and FTI Consulting.
All Directors are subject to re-election by shareholders at the Annual General Meeting and any Directors appointed during a financial year must be formally elected at the Annual General Meeting following their appointment. All Directors are subject to re-election at this year’s Annual General Meeting.
Principle 6 – Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.
The Directors believe that the Board has the appropriate balance of diverse skills and experience to deliver on its objectives.
The below table, together with the Corporate Governance section of the Annual Report, details the experience and skills of the Board.
|Twenty-five years’ experience as an investment analyst in equity markets, and experience over the past nine years as a non-executive director on the board of several public and private companies (currently including FDM Group plc, Aptitude Software plc and D4t4 Solutions plc). Peter has experience in a broad range of sectors, but focused particularly on technology, including software and engineering.|
Independent Non-Executive Director
|Non-Executive Director at Manchester University NHS Foundation Trust and thirty years’ experience as a Child and Adolescent Psychiatrist.|
|Managing Partner of ScaleUp Capital with experience of providing growth capital and expertise to businesses in the technology, digital, business services and information sectors|
Executive Director/Chief Executive Officer
|Former CEO of DataSift, with over 30 years experience in technology and SaaS startups and scale-ups, including successful exits to Meltwater and Salesforce.|
Executive Director/Chief Financial Officer
|Former Operating Partner and CFO at ScaleUp Capital, along with senior financial positions at a combination of public and private equity backed technology and services businesses including Qualitest, Barclays and FTI Consulting. Chartered Accountant and previously an audit manager at Price Waterhouse.|
The Board has access to external advice where required, including the Group’s solicitors, accountants and Company Secretary. The Company Secretary has the responsibility to make the Board aware of legal changes and will advise on the Company’s approach.
Principle 7 – Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
As the Company has only recently been admitted to AIM it does not yet have a formal process for evaluating its performance against objectives or the performance of the Board, of its committees and of the individual Directors, including the Chairman, in respect of these objectives.
Nevertheless, the Board has on its agenda for the near future to establish a formal system of evaluation to ensure that the members of the Board are committed, independent (where relevant) and provide relevant and effective contribution. In the interim, the Chair is responsible for ensuring an effective Board.
Principle 8 – Promote a corporate culture that is based on ethical values and behaviours
Our teams include colleagues with a wide variety of skills – clinical, technical and finance – all brought together by a common drive to grow their areas of the business and deliver on our purpose to make effective, personalised digital mental health care available to everyone.
Diversity and inclusion are essential to Kooth’s core purpose. In July 2020 we appointed Steve Gilbert, OBE to chair our Diversity and Inclusion Council and we also established an Employee Voices Group so that we can better understand and embrace diversity across the organisation.
The Board promotes an ethical corporate culture by having a documented Code of Ethics, with any areas of non-compliance to be reported. The Group’s employment policies, including those applying to equality, diversity and dignity, anti fraud and anti bribery assist in embedding a culture of ethical behaviour for all employees and the Group’s commitment to upholding human rights of all individuals is clearly documented in its Modern Slavery Act 2015 statement.
Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision-making by the board.
The role of each Board member is clearly defined.
The Chair is responsible for its governance structures, performance and effectiveness. The Chair is also responsible for ensuring that the links between the Board and the shareholders are strong and efficient.
The Chief Executive Officer and Chief Financial Officer are responsible for the day-to-day management of the business and for implementing the strategic goal agreed by the Board.
The Board is supported by the Audit and Remuneration Committees.
The Audit Committee is responsible for the annual and half-yearly reports to shareholders, other public announcements of a financial nature, review of the likelihood of any fraud risks, review of the effectiveness of the Groups internal control and risk management system and overseeing the relationship with the external auditors. The Audit Committee will also review the appointment of the external auditor, their independence, the audit fee, and any questions of resignation or dismissal.
The role of the Remuneration Committee includes responsibility for all aspects of the remuneration of Executive Directors, including salary, annual bonus (where appropriate) and share-based payments and an awareness of remuneration within the wider workforce and the administration of all share-based remuneration plans within the organisation.
Principle 10 – Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders. Describe the work of any board committees undertaken during the year.
The Group places a strong emphasis on the standards of good corporate governance and maintaining an effective engagement with its shareholders and key stakeholders, which it considers to be integral to long term growth and success.
These responses to the principles of the Code and the information that is contained in the Group’s Annual Report provide details to all stakeholders on how the Group is governed.
The Group’s Audit Committee and Remuneration reports are included in the most recent Annual Report.
Other reports and presentations and notices of Annual General Meetings will be made available on the website when available, as will the results of voting at shareholder meetings.
Further information can also be requested to email@example.com
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.
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 will have unrestricted access to the Group’s external auditors. The Audit Committee comprises Simon Philips and Dame Sue Bailey and chaired by Peter Whiting.
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 chaired by Simon Philips.
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5 Merchant Square,
London, W2 1AY