Home / Investor Centre / Corporate Governance Introduction and Chairman’s Statement Audit Committee Nominations Committee Renumeration Committee K3 adopts the Quoted Companies Alliance’s (QCA) Corporate Governance Code (“the Code”) being, in the view of the Board, the most appropriate recognised corporate governance code having regard to the size and nature of the K3 Group. As Chairman of the Board, I am responsible for implementing corporate governance at the K3 Group, working with the other members of the board and the company secretary. I chair meetings of the board and am responsible for ensuring the board agenda appropriately focuses on the Group’s potential, strategy, business model and delivery against its strategic objectives. I am also a member of each board committee. We have reviewed and considered where and how we apply each of the ten (10) principles of the Code, and we set out an explanation of this below, and in our most recent annual report. T Crawford Chairman 1. Establish a strategy and business model which promote long-term value for shareholders The Board is responsible for determining the potential and main aims of the Company and agreeing a strategy to achieve those aims. The Board is also responsible for monitoring progress against the Company’s strategic and financial goals and for allocating investment or initiating any corrective measures. The strategic report in our most recent annual report, sets out the Board’s strategy and business model to promote long-term value for shareholders. 2. Seek to understand and meet shareholder needs and expectations K3 seeks to maintain good communication with shareholders. The executive Directors make presentations to institutional shareholders covering interim and full year results. The views of major shareholders are also obtained through direct face-to-face contact and analysts’ or brokers’ briefings. The Company also arranges investor presentations from time to time, to enhance investor engagement with management, and to elicit feedback. All shareholders also have the opportunity, formally or informally, to put questions to the Company’s AGM. 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success See Section 172 in our most recent annual report. 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation The Board recognises its ultimate accountability for maintaining an effective system of internal control which is appropriate in relation to the scope, size, nature and risk within the Group’s activities. The responsibility for managing risks on a day-to-day basis lies with the CEO and Senior Leadership Team. The principal business risks and the actions to mitigate the risks are included in our most recent annual report. A description of the risk management adopted by the Board to address the risks highlighted, and in order to deliver on its strategy, is also included. The key elements which enable the Board to review the effectiveness of the system of internal controls are: establishment of a formal management structure, including the specification of matters reserved for decision by the Board setting and reviewing the strategic objectives of the Group Board involvement in the setting and review of the annual business plan the regular review of the Group’s performance compared with plan and forecasts pre and post investment appraisal of K3 IP development investment; and group reporting instructions and procedures including delegation of authority and authorisation levels, segregation of duties and other control procedures, and standardised accounting policies. 5. Maintain the Board as a well-functioning, balanced team led by the chair The Board comprises the non-executive Chairman, two executive directors and three non-executive Directors. Biographical details of the Board are included on our website. The roles of the Chairman and Chief Executive are distinct. All non-executive directors have written terms of appointment and are paid a fixed fee for their office which is not performance or incentive based. The only exception to this is the Chairman’s participation in the 2020 LTIP, details of which are set out in our most recent annual report, but this is not regarded as compromising his independence. The Company currently has two independent non-executive directors (Mr T Crawford and Mr J P Manley), as recommended by the QCA Code. Mr J P Manley has previously provided additional consultancy services for the Company for which he has been paid a fee, in addition to his role as Non-executive Director, but this is not regarded as compromising his independence. Mr P J Claesson (Non-executive Director) is a significant shareholder and has been on the board for over 9 years and would therefore more likely not be regarded as independent in accordance with the Code. Mr O Scott is a founding partner of another significant shareholder, Kestrel Partners LLP, and, accordingly, Mr O Scott would also likely not be regarded as independent in accordance with the Code. Notwithstanding this, the Board believes that the interests of each non-executive director are aligned with those of shareholders and that the board composition is appropriate for the circumstances of the Company. All directors are subject to election by shareholders at the first opportunity after their appointment. The Articles of Association of the Company require that no fewer than one-third of directors should be subject to re-election at each AGM. Any non-executive director serving over 9 years since first appointment is also subject to re-election at each AGM in accordance with the Company’s articles. Board Meetings and Effectiveness The Board is supplied with information to enable it to discharge its duties, which includes a regular monthly Board pack including updates from the executive management team and detailed financial information measured against plan or forecast. The Board is also provided with ad-hoc operational updates, and non-executive directors regularly communicate with executive directors between formal board meetings. Board Meetings The Board met on 17 occasions during the most recent financial period. Directors are expected to attend all meetings, and to dedicate sufficient time to the Group’s business and affairs to enable them to discharge their duties. Board (and committee) meeting attendance during the financial period was as set out below. Director Board (17) Remuneration (5) Audit (2) Nomination (3) Mr T Crawford 2 1 n/a n/a J P Manley 14 5 2 3 Mr O Scott 13 4 1 3 R D Price 17 n/a n/a n/a A Valdimarsson 17 n/a n/a n/a P J Claesson 11 5 1 3 S Darling 12 2 2 n/a P G Morland 10 2 2 n/a Board Committees The Board has established three standing sub-committees to assist in the discharge of corporate governance responsibilities. They are the nominations committee, remuneration committee and audit committee. The roles of the committees and their activities are available on our Corporate Governance Code Disclosure page. All four non-executive directors are members of each committee. 6. Ensure that between them the directors have the necessary up-to-date experience, skills, and capabilities The composition of the Board is designed to provide an appropriate balance of Group, industry and general commercial experience and is reviewed as required to ensure that it remains appropriate to the nature of the Group’s activities. Biographical details of the Board (including relevant skills and experience) are included on our wesbite. Recommendations for appointments to the Board are the responsibility of the Nominations Committee. The Directors also have access to the Company’s Nominated Advisor and Company Secretary, for support in the furtherance of their duties. 7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement The Board has established an annual process of Board performance review, once per calendar year, the first of which was carried out in February 2020. This has superseded what was previously a more informal evaluation approach. The review process assists the board in identifying any structural, procedural and/or individual development needs by reference to clear objectives and the results will inform improvement activities. 8. Promote a corporate culture that is based on ethical values and behaviours The Group seeks to carry out its business with the highest standards of integrity, based on sound ethical values, and its corporate culture seeks to reflect this premise. The Board maintains oversight of this through receipt of regular management reporting, which would, where appropriate, include any material issues relating to corporate culture and integrity and ethics, including any updates to or non-compliance with key internal ethics policies. The Group maintains written policies and procedures concerning a number of areas that impact on its ethical values, and these policies, which are shared with all the Group’s staff, underpin some of the ethical elements of the Group’s culture. These include detailed policies addressing health and safety, anti-bribery and corruption, whistleblowing, equal opportunities, and anti-harassment. 9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board The Board has responsibility for promoting the success of the Company and for the strategic leadership of the Group, with day-to-day management of the business of the group the responsibility of the executive directors and Senior Leadership Team. The Chairman of the Board is responsible for running the Board, and has overall responsibility for corporate governance, but with the support of the other Directors and the Company Secretary. Shareholder relations are primarily managed by the CEO and CFO. The Board has determined those matters which are retained for Board sanction and those matters which are delegated to the executive management of the business. Day to day management of the business is dealt with by the Chief Executive Officer who has a Senior Leadership Team reporting to him. The types of decisions which are to be taken by the Board are: approval of the financial statements and plans for the Group approval of all shareholders’ circulars and announcements the purchase or sale of any business or subsidiary any new borrowings, facilities, and related guarantees; and any asset purchase or lease hire purchase facility or rental agreement over prescribed authority limits. 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders The Company communicates regularly with shareholders, as further described in relation to Code Principle 2 above. The Company maintains RNS details on its website. These include notices, as well as results, of the most recent AGM, together with prior years’ annual reports. Main Categories Experience Applied K3 Solutions Contact us now Other Pages Partners Insights Events Investor Centre About us Support English Follow us © 2021 – K3 Business Technology Group | Cookie Settings × YOU'RE IN CONTROL We use cookies that help the website function and also to track how you interact with us. You can see which cookies we use by opening the cookie jar. STRICTLY NECESSARY PERFORMANCE TARGETING I'M OKAY WITH COOKIES NO COOKIES FOR ME OPEN THE COOKIE JAR