This section/page contains information relating to Keywords Studios plc and has been produced in order to comply with the requirements of Rule 26 of the AIM Rules for Companies – “Company Information Disclosure”.

Keywords Studios Corporate Governance

Keywords is committed to high standards of corporate governance throughout the Group. As a company whose shares are traded on AIM, it is not required to comply with all the requirements of the UK Corporate Governance Code 2015 (“the Code”). However, the Board recognises the importance of, and is committed to, ensuring that effective corporate governance procedures are in place as appropriate for a public company of its size and complexity and in the light of the risks and challenges it faces.

The Group’s corporate governance arrangements are set out below:

The Board
The Board is comprised of two Executive and five Non-Executive Directors. The Board considers that Ross Graham, David Reeves, Charlotta Ginman and Georges Fornay are independent in character and judgement and that there are no relationships or circumstances which are likely to affect their independent judgement. The Board is responsible for the overall management of Keywords, our strategy and long-term objectives. It provides leadership to Keywords having regard to the interests of shareholders and other stakeholders.

Audit Committee
The Audit Committee is chaired by Charlotta Ginman. Ross Graham is the other Committee member. The Audit Committee is responsible for assisting the Board in fulfilling its financial and risk responsibilities. The Audit Committee oversees our financial reporting, risk management and internal control procedures, and reviews the work of external auditors.

Remuneration Committee
The Remuneration Committee is responsible for determining the remuneration of the Chairman, executive Directors, the Company Secretary and senior executives of Keywords.

Internal controls and risk management

The Board has overall responsibility for the Group’s system of internal controls. The system is designed to manage, rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable assurance against material misstatement or loss.

The Directors believe that the Group has internal control systems in place appropriate to the size and nature of the business. The key elements are:

  • Group Board Meetings, at a minimum of eight times per year, with reports from and discussions with senior executives on performance and key risk areas in the business;
  • Monthly financial reporting, for the Group and for each subsidiary, of actual performance compared to budget and the prior year;
  • Annual budget setting; and
  • A defined organisational structure with appropriate delegation of authority.

The Board also receives a report from the external auditor on matters identified in the course of the statutory audit.

Corporate responsibility

Keywords seeks to be a socially responsible Group which has a positive impact on the communities in which operates. By the nature of the business, we employ a diverse workforce, with many nationalities. No discrimination is tolerated, and we endeavour to give all employees the opportunity to develop their capabilities. We provide an excellent working environment, the latest technology and appropriate training.

Relations with shareholders

The Company encourages a dialogue with both its institutional and private investors. The chief executive and finance director meet regularly with institutional shareholders and analysts. The results of these meetings and any analysts’ reports are circulated to all directors.

The senior independent non-executive director and the other non-executive directors are available to shareholders if they have concerns that have not been resolved through the normal channels of chairman, chief executive or finance director or for which such contact is inappropriate.

The board intends to continue to use the annual general meeting to communicate with investors and to encourage their participation.

Audit Committee Terms of Reference
Disclosure Committee Terms of Reference
Remuneration Committee Terms of Reference

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