SERVICES ABOUT US CAREERS CONTACT INVESTORS ENGLISH 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”. Additionally, further detail on our Board of Directors can be found here. 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 three Executive and seven Non-Executive Directors. The Board considers that Ross Graham, David Reeves, Charlotta Ginman, Georges Fornay, Marion Sears and Neil Thompson 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 matter 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 six members, Charlotta Ginman (Chair), Ross Graham, Georges Fornay,David Reeves, Marion Sears and Neil Thompson. 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 the non-audit services provided by the auditors and reviews with them their independence and objectivity. In the year ended 31 December 2020, the Audit Committee met on five occasions. See committee terms of reference below. Remuneration Committee The Remuneration Committee has four members, David Reeves (Chair), Charlotta Ginman, Ross Graham and Marion Sears. 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 2020, the Remuneration Committee met on seven occasions. See committee terms of reference below. Nominations Committee The Nominations Committee has three members, Ross Graham (Chair), Charlotta Ginman and David Reeves. 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 Chief Administrative Officer, service line directors 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, Jon Hauck and Sonia Sedler and three Non-Executive Directors, being Ross Graham, David Reeves and 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. Environmental, Social and Governance Committee The Environmental, Social and Governance Committee has six members, Georges Fornay (Chair), Giorgio Guastalla, Jon Hauck, Sonia Sedler, Neil Thompson and Marion Sears. The remit of the Environmental, Social and Governance Committee is to oversee the following areas which have been identified as environmental, social, and governance priorities: (i) people; (ii) diversity and inclusion; (iii) customer/client centricity and innovation; (iv) community; (v) environment; and (vi) corporate governance and business ethics. The Environmental, Social and Governance Committee meets at least four times a year and reports to the Board on all matters within the scope of its duties and responsibilities. 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 Terms of Reference Disclosure Committee Terms of Reference Environmental, Social and Governance Committee Terms Of Reference Schedule of Matters Reserved for the Board Chairman CEO Split of Responsibilities Admission Document Articles of Association Keywords Studios plc is a public limited company Registered in England No. 08548351 Country of Incorporation: England & Wales Registered Office: 201 Temple Chambers 3-7 Temple Avenue, London, England, EC4Y 0DT Principal place of business: Keywords International, Whelan House, South County Business Park, Leopardstown, Dublin 18, Dublin Ireland GET IN TOUCH Contact us with any investor related queries. CONTACT US © Keywords Studios Plc Cookie Policy Privacy Policy Terms and Conditions Prevention of Modern Slavery Global Policies