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 03 April 2023.
QCA Principles
Kooth’s platform and growth strategy is focused around four key pillars that represent a £1 billion+ international addressable market and £500 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 being Children and Young People, Adults, International and Workforce.
Full disclosure of our strategy and business model can be found in pages 4 to 67 of the recently published Annual Report which is also available on the Company’s website. 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 forms part of the Annual Report.
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, 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 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 can be found in the ESG report and s172 statement in 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 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.
The Board comprises of six directors: the Independent Chairman, three Non-Executive Directors and three Executive Directors.
Further details of the Directors and their experience is set out on the Board of Directors 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.
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 in the Annual report.
The Board consistently evaluates 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 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.
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 | Combining entrepreneurial drive with a managerial capability and analytical consulting skill set, Kate is COO and a former 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 at the time of leaving. |
| Prof. Dame 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. |
| Sherry B. Husa Independent Non-Executive Director | Sherry’s career in managed healthcare spans more than 36 years, and she has extensive experience in all aspects of the industry. Prior to her retirement from Centene, Ms. Husa was the president and CEO of Meridian Health Plan of Illinois, Inc. She has also held executive positions at other US based health insurers and managed care companies including Great-West HealthCare, National Imaging Associates (NIA), CIGNA Healthcare and Humana. Sherry is a member of the Kooth plc Audit Committee and Remuneration Committee. |
Although the Company is not required to undertake a formal independent evaluation, the Board undertook an informal evaluation process led by the Chair which took place during the year. The Chair conducted individual discussions with each director, followed by a collective discussion with the board on its effectiveness and ways to improve.
Outside of the period, a formal external board evaluation was also carried out by Almond CS Limited, who have 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.
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 reflects 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. This is reviewed annually to ensure it remains relevant and up to date.
The Board held 11 meetings during the year.
The Company Secretary works closely with the Chairman 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 operational updates from the Chief Executive Officer, financial updates from the Chief Financial Officer and commercial updates from the Chief Operating 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 Chairman maintains regular contact with the Non-Executive Directors outside of formal Board meetings.
All Directors have access to the support and advice of the Company Secretary as required.
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.
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.
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, Dame Sue Bailey and Sherry B. Husa 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, Dame Sue Bailey and Sherry B. Husa and chaired by Simon Philips.