Corporate Governance
Compliance with the QCA code
The Chairman’s role is to lead the Board of Directors and to be responsible for ensuring that the Company adheres to and applies the standards of corporate governance. The Board and Committees meet regularly as described in the Corporate Governance Report on page 89. The executive team is directed to the day-to-day management and are accountable to the rest of the Board. The Directors support a high standard of corporate governance and have decided to comply with the QCA Corporate Governance Code 2018 (“QCA Code”). The Directors believe that the QCA Code provides the Company with the framework to help embed the governance culture that exists within the organisation as part of building a successful and sustainable business for all of its stakeholders.
A summary of how the Company currently complies with the QCA Code is set out below and is updated at least annually in the manner recommended by the QCA Code.
QCA Principles
Kooth’s platform and growth strategy is focused around four key pillars that represent a £2 billion+ international addressable market and £400 million UK addressable market, with a platform and operating model that can scale into all markets to tackle the global mental health challenge. The four pillars are US Youth, UK Children and Young People, Adults, and International.
Full disclosure of our Company purpose, strategy and business model can be found in pages 6 to 29 of the Annual Report which is also available on the Company’s website. The Directors intend to subject the purpose and strategy to ongoing review and will provide an update on it from time to time in the strategic report that forms part of the Annual Report.
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 on pages 61 to 66 of the Annual Report, reflect the Board’s 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. This is reviewed annually to ensure it remains relevant and up to date.
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, capital markets day, trading updates, and the Annual General Meeting.
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/
In addition, the Co-Chief Executive Officers 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. In the last year the Company has presented through Investor Meets Company to reach a wider shareholder audience.
Details of the quantitative and qualitative metrics surrounding the Company’s environmental and social matters can be found in the ESG report on pages 57 to 66 of this report.
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 advance of or during the meeting.
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; being primarily its employees, customers, and suppliers.
A detailed report on how the Company has taken into account wider stakeholders and the various environmental & social issues surrounding them, can be found in the ESG report, Non-Financial and Sustainability report and s172 statement in the Annual Report on pages 56 to 82.
The associated KPIs for these matters can be found on pages 57 to 66 of the Annual Report.
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 the business’ stated purpose and strategy. 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 on pages 83 to 85 of the Annual Report alongside disclosure of the Company’s appetite for risk and its risk identification, assessment and management systems.
The Board is also supported in its risk management practices by the Audit Committee. Details of the Committee’s approach to risk management, as well as how they monitor auditor independence and assist the Board throughout the reporting cycle can be found in the Audit Committee Report on page 101 of the Annual Report.
The Board comprises seven directors: the Independent Chairman, three Non-Executive Directors and three Executive Directors.
Further details of the Directors, their experience, independence, diversity and time commitments are set out on page 88 of the Annual Report and the AIM 26 section of the website.
The Board meets regularly with processes in place to ensure that each Director is always provided with such information as is necessary to discharge their duties, as well as having the appropriate mix of skills, experience and capabilities.
The Board is also supported by the Committees (Audit and Remuneration) each with specific remits. The detail of the number of meetings and attendance by Directors is noted on page 89. Details on the performance-related remuneration of the Directors can be found on page 106.
The Company Secretary works closely with the Chair and the Chairs of the Board Committees to ensure that Board procedures, including setting agendas and the timely distribution of papers, are complied with and that there are good communication flows between the Board and its Committees, and between senior management and Non- Executive Directors.
There is a formal agenda at each Board Meeting, which includes commercial and operational updates from the Co-Chief Executive Officers and financial and risk updates from the Chief Financial Officer. All reports cover different areas within the Company and cover new business opportunities. Board papers are circulated to the Directors in advance of meetings to enable proper consideration of the content of the papers.
During the course of the year, other matters considered by the Board include annual and half-year results announcements, principal risks and uncertainties, ESG, AGM resolutions, shareholder communications and management incentivisation.
The Chair maintains regular contact with the Non-Executive Directors outside of formal Board meetings and works with the Company secretary to provide regular training materials to keep the Directors’ skill sets up-to-date.
All Directors have access to the support and advice of the Company Secretary as required.
The roles, terms of reference and matters reserved for each Committee can be found on pages 90 of the Annual Report. The Board has also established a sub-committee for the approval of share issuances concerning their long-term incentive plan.
Further details of the specific responsibilities of each Director and how these have evolved can be found on pages 88 of the Annual Report and the AIM Rule 26 section of the website.
In March 2023, a formal Board evaluation process was carried out by Almond & Co, which has experience in evaluating Boards of AIM listed companies. Evaluation-based questionnaires were circulated and completed by all members, and a thorough analysis of the responses was conducted.
The evaluation was designed to give an overview of the Board’s performance, based on its alignment with the QCA Code and served to support the Board in identifying challenges and implementing change.
As this was the Company’s first formal Board evaluation process, there are no previous results to compare against. The Directors discuss the use of a formal evaluation process annually and will disclose the results of the next evaluation with reference to the steps taken to action any previous evaluation points.
Details of the Board’s succession planning process can be found on page 89.
The Board is committed to implementing a remuneration structure which rewards management for their work and aligns their vision with the Company’s long-term success.
Details of the remuneration structure and how it supports the Company’s purpose, business model, strategy and culture can be found in the Remuneration Committee report on page 103.
The Company 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 longer-term growth and success.
Details of the challenges faced in the previous year and how they were addressed at the Board level can be found on page 87.
The Company’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.
Reports on the structures and activities of the Board’s committees can be found in the Audit Committee Report on page 101 and the Remuneration Committee Report on page 103.
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/ and contains the outcomes of all votes cast at general meetings.
Approved by order of the Board
Almond & Co
Company Secretary
14 April 2025
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