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

The Board is committed to high standards of corporate governance, and has chosen to comply with the QCA Corporate Governance Code (the Code). We have based our corporate governance framework on its main principles. The Chairman’s Statement on Corporate Governance is outlined below and outlines our compliance with the Code. We review our corporate governance arrangements regularly.

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.

The Board has adopted a schedule of matters reserved for its decision. These include:

  • Strategy and Management
  • Approval of major capital expenditure
  • Financial reporting, Risk Management and Internal controls
  • Contracts, including potential acquisitions
  • Corporate Governance
  • Approval of annual budgets
  • Approval of annual reports
  • Dividend recommendations and policy

 

See schedule of matters reserved for the Board below.

There is a clear division of responsibilities between the Chairman and the Chief Executive. The Chairman is responsible for leading the Board, setting its agenda and monitoring its effectiveness. He meets regularly and separately with the Chief Executive and the other Non-Executive Directors.

See split of Chairman and CEO responsibilities below.

Audit Committee
The Audit Committee has 4 members, Charlotta Ginman (Chair), Ross Graham, Georges Fornay and David Reeves. The CEO, CFO and external auditors attend meetings by invitation. The Audit Committee is responsible for assisting the Board in fulfilling its financial and risk responsibilities. The Audit Committee oversees the financial reporting, risk management and internal control procedures. The Audit Committee advises the Board on the appointment and removal of the external auditor and discusses the nature, scope and results of the audit with the auditors. The Audit Committee reviews the extent of non-audit services provided by the auditors and reviews with them their independence and objectivity. In the year ended 31 December 2017, the Audit Committee met on six occasions.

See committee terms of reference below.

Remuneration Committee
The Remuneration Committee has 3 members, David Reeves (Chair), Charlotta Ginman and Ross Graham. The members are all Independent Non-Executive Directors. Other members of the Board may attend the Committee’s meetings at the request of the Committee Chairman. The remit of the Committee is primarily to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Executive Directors and the Senior Management of the Group. The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their terms of employment and remuneration, including short term bonus and long-term incentives. The Remuneration Committee also considers the granting of share options pursuant to the Company’s share option scheme. The Remuneration Committee meets not less than twice a year. In the year ended 31 December 2017, the Remuneration Committee met on three occasions.

See committee terms of reference below.

Nominations Committee
The Nominations Committee has 3 members, Ross Graham (Chair), Charlotta Ginman and David Reeves, and the CEO attends meetings by invitation. The Nominations Committee regularly reviews the structure, size and composition required of the Board compared to its current position, makes recommendations to the Board, considers succession planning and nominates candidates to fill Board vacancies. The Nominations Committee also keeps key positions outside the main board and other personnel considered critical to the business under review, including that of the COO and regional managing directors. The Nominations Committee meets at least twice per year, and otherwise as necessary to consider proposals for Board appointments and other matters.

See committee terms of reference below.

Disclosure Committee
The Disclosure Committee is made up of the Company’s two Executive Directors, Andrew Day and David Broderick and three Non-Executive Directors, being Ross Graham, David Reeves or Charlotta Ginman. The Disclosure Committee requires a quorum of two, which must include at least one Independent Non-Executive Director. The Disclosure Committee has been established to assist in the design, implementation and evaluation of the Company’s disclosure controls and procedures. The Committee determines whether any information is price sensitive or inside information, and periodically reviews the Company’s disclosure procedures. The Disclosure Committee meets as and when required.

See committee terms of reference below.

Downloads

Chairman’s Statement on Corporate Governance
Audit Committee Terms of Reference
Remuneration Committee Terms of Reference
Nominations Committee Term of Reference
Disclosure Committee Terms of Reference
Schedule of Matters Reserved for the Board
Chairman CEO Split of Responsibilities
Admission Document
Articles of Association 

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