Our Corporate Governance

 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 22 March 2022.

 

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’s platform and growth strategy is focused around four key pillars that represent a £500 million UK addressable market, with
a platform and operating model that can scale into international markets to tackle the global mental health challenge.

The four pillars being Children and Young adults, Adults, Workforce and International. 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.

The Directors intend to subject this strategy to ongoing review and will provide an update on it from time to time in the strategic
report that will form part of the Annual Report of the Company.

 

Principle 2 – Seek to understand and meet shareholder needs and expectations.

The Board is committed to an open and ongoing engagement with its shareholders. The main methods of communication with shareholders are the Annual Report and Accounts, the annual and half-year results announcements, trading updates, the Annual General Meeting and the Company’s website.

In addition, the Chief Executive Officer and Chief Financial Officer meet regularly with institutional investors and analysts to ensure that objectives and any business developments are clearly communicated, and that they are available to respond to any enquiries following Company announcements, together with other Company advisers and the Non-Executive Directors.

The Annual General Meeting of the Company gives the Directors the opportunity to meet with shareholders and the ability to give an update on the Company’s performance. It also provides the shareholders the opportunity to ask questions of the Directors, either in the formal AGM proceedings or informally after the event.

 

Principle 3 – Take into account wider stakeholder and social responsibilities and their implications for long-term success.

The Company takes ESG very seriously and the Board is conscious of the impact that the Company’s business activities may have in these areas.

The Board recognises that its long-term success will necessitate the maintenance of effective working relationships across a wide range of stakeholders as well as its shareholders.

The Group’s key stakeholder groups are:

• Employees
• Investors
• Customers
• Suppliers
• Wider communities

Employees

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.

Investors

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.

Customers

Since our admission to AIM in 2020, our customers have benefitted from greater transparency facilitated by the increased scrutiny that comes with being a public company. 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.

Suppliers

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.

Communities

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

The Board has ultimate responsibility for the Company’s system of internal controls and for reviewing its effectiveness. Such systems are designed to manage risk of failure to achieve business objectives.

The Board meets frequently during the year during which business and other risks are assessed.

The Directors have identified the risks and uncertainties which they consider to be the most significant for investors, which are summarised in the Annual Report.

A detailed report on how the Company has taken into account wider stakeholders can be found in the ESG report and S172 statement contained within the most recent Annual Report. 

 

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 three Executive Directors.

Further details of the Directors and their experience is set out in our most recent Annual Report and on this page.

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.

This is formally documented in a schedule of matters reserved for Board approval and includes:

• Strategy and business plans, including annual budget;
• Structure and capital including dividends;
• Financial reporting and controls;
• Internal controls on risk management and policies;
• Significant contracts and expenditure;
• Communication with shareholders;
• Remuneration and employment benefits; and
• Changes to the Board composition.

Our Executive Board was strengthened in 2020 by the appointment of Tim Barker as CEO and Sanjay Jawa as CFO, with Kate Newhouse joining the Board as COO in 2022. 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. Prior to joining Kooth in 2020, Kate was CEO at leading venture builder, Blenheim Chalcot and DoctorCare Anywhere, taking it from digital health concept to global business, serving over 140 corporate clients.

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 Board evaluates consistently those skills that are required and whether they are adequately provided for across the Board and executive team. In doing so, and where relevant, it will consider guidance available on appointment and training of Board members.

The below table, together with the Corporate Governance section of the Annual Report, details the experience and skills of the Board.

 

 

Peter Whiting Independent Chair		Peter had a twenty-five year career as an investment analyst in equity capital markets, and has spent the past eight years as a non-executive director on the board of several public and private companies (currently including FDM Group plc and D4T4 plc). He has experience in a broad range of sectors, but focused particularly on technology, including software and engineering. Peter chairs the Kooth plc Audit Committee and is a member of the Remuneration Committee.
Sue Bailey Independent Non-Executive Director		Professor Dame Sue Bailey OBE DBE is a Non-Executive Director at Manchester University NHS Foundation Trust and has worked as a Child and Adolescent Psychiatrist for over thirty years. Sue’s national health policy and research work has focused on how to improve health care delivery through education and training of practitioners to help them understand the unique circumstances of every patient. Sue is a member of the Kooth plc Audit Committee and Remuneration Committee.
Simon Philips Non-Executive Director		Simon is Chief executive of Scaleup Capital, a specialist “Venture Scaler” fund that provides growth capital and expertise to businesses with revenues in the range of £0.5 million to £50 million in the technology, digital, business services and information sectors. Simon chairs the Kooth plc Remuneration Committee and is a member of the Audit Committee.
Tim Barker Executive Director/Chief Executive Officer		With over 30 years of experience in the B2B software industry, Tim has helped build and scale SaaS industry leaders. In his journey from Software Engineer to CEO, Tim founded Koral, a pioneer in online collaboration (acquired by Salesforce), led EMEA Marketing at Salesforce to scale them to become a billion dollar business, and was previously CEO of DataSift, a privacy-by-design analytics and AI platform, acquired by Meltwater in 2018.
Sanjay Jawa Executive Director/Chief Financial Officer		Before joining Kooth from Scaleup Capital where he was an Operating Partner, Sanjay previously held senior finance positions at a combination of public and private equity backed technology and services businesses including QualiTest, Barclays and FTI Consulting. Sanjay, qualified as a Chartered Accountant and was an audit manager at Price Waterhouse.
Kate Newhouse Executive Director/Chief Operating Officer		Kate is COO and a member of the government’s Healthtech Advisory Board. Kate was CEO at leading venture builder, Blenheim Chalcot and at Doctor Care Anywhere, taking it from digital health concept to global business, serving over 140 corporate clients.

 

The Company Secretary has the responsibility to make the Board aware of legal changes and will advise on the Company’s approach. Where vacancies arise or gaps are identified that must be addressed, the Board receives recommendations from the Chief Executive Officer and appraises the candidates. Appointments are made on merit against objective criteria and considering the benefits that will be brought to the Board and the Company.

The Board has access to external advice, including the Company’s solicitors where required. The Board receives ongoing training as
part of its annual Board meeting cycle.

 

Principle 7 – Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Although the Company is not required to undertake a formal independent evaluation, the Boards performance and effectiveness and that of its committees shall be evaluated by the Board from time to time.

The evaluation will be led by the Chair and will take into consideration criteria’s such as the effectiveness of the composition of the Board, the Boards approach to its responsibilities, its culture and dynamics, its structure and processes, ongoing training, successions planning and other key considerations which are necessary for an effective Board.

The Board may use external evaluation tools in its assessment and take into consideration the opinion of the Company’s nominated adviser, broker, legal and/or other advisers in the framework of the evaluation process and its results.

The method of assessing Board effectiveness and performance will be reviewed on a continuing basis and outcomes of all board evaluations will be published in our most recent Annual Report.

 

Principle 8 – Promote a corporate culture that is based on ethical values and behaviours

The Board places significant importance on the promotion of ethical values and good behaviour within the Company and takes ultimate responsibility for ensuring these are promoted and maintained throughout the organisation.

The Company’s culture and values which are highlighted in the Annual Report reflect the Boards dedication to promote an ethical culture.

In addition, the Company has documented procedures with respect to its responsibilities regarding ethical behaviour, specifically whistleblowing, social media, anti-bribery and corruption, communication, and general conduct of employees.

 

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 Chairman leads the Board ensuring its effectiveness and his role and responsibilities are clearly divided from those of the Chief Executive Officer. The Chairman:

• sets the Board agenda;
• ensures that the Directors receive accurate and timely information and that adequate time is available for discussion of all agenda items, in particular strategic issues;
• makes sure that all Directors, particularly the Non- Executive Directors, are able to make an effective contribution;
• maintains a constructive relationship between the Executive Directors and the Non-Executive Directors;
• has primary responsibility for leading the Board; and
• chairs Board meetings.

The Chief Executive Officer has responsibility for all operational matters which include the implementation of strategy and policies approved by the Board. In addition, he has responsibility for managing the business of Kooth subject to the matters reserved for the Board. He has overall responsibility for the Group’s development and expenditure and delivering on the budget prepared by the Chief Financial Officer and approved 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.

The Group’s Annual reports and accounts, and its half year report are key communication channels through which stakeholders are
informed of how the Company is governed, updates to its strategic targets and how the Company is progressing in meeting its
objectives.

The ‘Investor Hub’ section of Company’s website is also an avenue which the Company uses to communicate directly with
shareholders. This can be found at https://investors.kooth.com/

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 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.

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 chaired by Simon Philips.