Corporate Governance

Overview

The Board of Directors (“the Board”) of Checkit plc (“Checkit”) has adopted the Quoted Companies Alliance (“QCA”) Corporate Governance Code in line with the London Stock Exchange’s changes to the AIM rules requiring all AIM listed companies to comply with a recognised corporate governance code.

Set out below is how Checkit and members of its group currently comply with the key principles set out in the QCA code. Further updates will be published at least annually in line with our full-year reporting calendar.

1. Principle: Establish a strategy and business model which promotes long-term value for shareholders

Checkit’s real-time operations management software makes organisations smart, safe and efficient. Checkit is transitioning to a dynamic Software-as-a-Service global business model: a market-driven service provider with Connected Workflow Management, automated monitoring and building management products and services. Our customers operate in many sectors including retail, hospitality, healthcare, social care and facilities.

Checkit is headquartered in Cambridge, UK, with its operations centre in Fleet, UK. The strategy and business model is more fully explained in Checkit’s annual report. The business model is developed by the Chair, Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the Global Leadership Council (“GLC”) and approved by the Board in line with Checkit’s vision and objectives. Progress is actively tracked by the Board and the GLC, led by the Chair, is responsible for its effective delivery.

2. Principle: Seek to understand and meet shareholder needs and expectations

Checkit is committed to engaging with its shareholders, and maintaining constructive communication to ensure its strategy, business model and performance are clearly understood. We actively seek dialogue with the market by seeking to convey to analysts and investors our plans for the business and understanding what they think about us. We do so via investor roadshows, capital market days and through regular reporting.

a. Private shareholders

The Annual General Meeting (“AGM”) is the main forum for dialogue with private shareholders and the Board. The notice of the meeting is sent to shareholders at least 21 days prior to the meeting. The Board is available for discussion and to answer questions at the AGM. Results of the AGM are always announced promptly after the conclusion of the AGM. For future AGMs, for each vote, the number of proxy votes received for, against and withheld will be announced at the meeting and will be subsequently published on Checkit’s website.

b. Institutional shareholders

The Board seeks to build relationships with institutional shareholders. The CEO and the CFO make presentations to shareholders and analysts immediately following the publication of its half-year and full-year results. Checkit also hosts capital market days inviting both existing and potential new shareholders. The Board reviews and approves the material to be used in the half-year and full-year presentations to shareholders and it is also briefed on the feedback from shareholders by the CEO and CFO.

The Non-Executive Directors are available to meet major shareholders if required.

3. Principle: Take into account wider stakeholder and social responsibilities and their implications for long-term success

Engaging with stakeholders enables Checkit to understand their needs more effectively which in turn helps Checkit make more informed business decisions. These stakeholders include the group’s employees, customers, suppliers and regulators, as well as media influencers.

• Checkit engages with its customers through social media, calls, emails, events and face-to-face meetings. Feedback on marketing content is gathered by analysing customer sentiment, engagement and how they use our products and services.
• Checkit engages with its employees through anonymous opinion surveys to gather feedback on all aspects of employment within the group. This feedback is both considered by the senior management team and reported to the Board on a regular basis. Recognition is given to individual employees’ needs and requirements, through regular one to one meetings with their manager. Checkit recognises the importance of its employees and their personal development. Checkit recognises that the needs of the business will continue to change and therefore upskilling and development opportunities will be provided to enable employees to enhance their skill base that supports future business requirements. Checkit continues to keep its staff informed on matters affecting them as employees and the various factors affecting the performance of the group. This is achieved through formal and informal meetings and written communications.

Checkit recognises that a diverse and inclusive working environment benefits the business and is therefore committed to equality across all aspects of the business operations, regardless of gender, race, age, disability, religion or sexual orientation.

4. Principle: Embed effective risk management, considering both opportunities and threats, throughout the organisation

Risk management

Checkit sets out in its annual report the steps taken to ensure that effective risk management is embedded within Checkit’s culture. The Board identifies principal business and financial risks and implements control procedures. Checkit has an established framework of internal financial controls which is subject to review by the Executive Directors and the Audit Committee considering the ongoing risks faced by the group.

The Board acknowledges its responsibility for reviewing the effectiveness of the systems that are in place to manage risk. However, no such system can provide absolute assurance against misstatement or loss. The Board considers that the internal controls in place are appropriate for the size and complexity of Checkit. The key elements of Checkit’s internal control environment include:

• close involvement of the Executive Directors in the day-to-day running of the group;
• clear lines of authority and reporting established;
• regular internal audits of all departments within the business;
• centralised control and decision-making over key areas such as capital expenditure and financing; and
• a suite of regular reports focusing on the key performance and risk areas. Such reports include detailed annual budget setting with monthly monitoring and daily reporting including reports on sales, orders and cash balances compared with budgets.

The group undertakes regular updates and reviews of its business processes, co-ordinated by the group quality function to ensure that it not only addresses basic financial controls, but that non-financial controls are also in place over areas such as information security, calibration and certification, health and safety, environmental issues and adherence to law and regulations.

Mitigation can only provide reasonable, but not absolute, assurance against material misstatement or loss. As such the group maintains appropriate insurance cover for the group’s activities, with the types of cover and insured values being reviewed on a periodic basis by the Board.

The group maintains a risk register which not only highlights risks relevant to its businesses but also details the actions being taken to mitigate these risks. These registers are reviewed regularly at executive leadership level and are subject to scrutiny by the Board at least twice a year.

5. Principle: Maintain the Board as a well-functioning, balanced team led by the Chair

The Board currently comprises the CEO, CFO and three Non-Executive Directors. These illustrate the level and range of business experience which the Board believes enables it to provide clear and effective leadership of the group.

The Chair has the responsibility for making sure that the Board agenda concentrates on the key strategic issues together with both operational and financial issues and an approach to good corporate governance.

Simon Greenman became an independent Non-Executive Director in June 2021. Alex Curran became an independent Non-Executive Director in January 2023. After careful review the Board considers that the Chair and independent Non-Executive Directors bring unbiased judgement and robust challenge to the Board’s discussion. 

As the group revenue and operations grow, the Board may consider adding an additional independent Non-Executive Director. However, for now, the Board considers its composition appropriate given the size of its businesses, revenues and profitability.

The Board receives regular information in respect of the group’s operational and financial performance from the Executive Directors. In addition, the minutes of the previous Board meeting are reviewed and approved by the Board and the Directors have access to the advice and services of the Company Secretary.

The Board meets at least six times a year.

The Executive Directors are required to devote substantially all of their working time to Checkit. Non-Executive Directors are required to commit at least ten days a year or more should the need arise.

Checkit has procedures in place to monitor and manage any conflicts of interest. The Board is aware of the backgrounds and other interests of the Directors and changes to these are reported and where appropriate agreed with the rest of the Board.

The Board is supported by a Remuneration Committee of which Non-Executive Chairman Keith Daley (Chair of Remuneration Committee), Simon Greenman and Alex Curran are members and an Audit Committee of which Simon Greenman (Chair of Audit Committee) and Alex Curran are members. These non-executive Directors provide the necessary level and combination of skills and knowledge to each of those committees.

6. Principle: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Board regularly reviews its composition to ensure that it has the necessary breadth and depth of skills to support the ongoing development and growth of the business. The Board is satisfied that it has an effective and appropriate balance of skills between the Directors to deliver Checkit’s strategy for the benefit of its shareholders over the medium to long term.

Where new Board appointments are considered, the search for candidates is conducted and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including but not limited to gender balance.

The Directors keep their skillset up to date with ongoing training and are individually assessed on an annual basis through the annual evaluation process. The Board is supported by the Company Secretary. Every Director is aware of the right to have any concerns minuted and to seek independent advice at the group’s expense where appropriate.

All Directors are put forward for re-election at each AGM.

All Directors, the Audit Committee and Remuneration Committee are able to take independent professional advice in the furtherance of their duties, if necessary and in addition have access to advice and the services of the Chief Financial Officer and Company Secretary.

Hugh Wooster was appointed Company Secretary in July 2021 and is responsible for co-ordinating meetings, distributing information to the Board, providing access to advisers for the Board should the need arise, and managing shareholder enquiries.

7. Principle: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Evaluation of the Board has historically been carried out in an informal manner. It is anticipated that from 2022, the Board will formally review and consider the performance of each Director at or around the time of the publication of Checkit’s annual report.

8. Principle: Promote a corporate culture that is based on ethical values and behaviours

The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to creating a workplace environment that allows people to flourish and this will contribute to enhancing shareholder value. An open culture is encouraged within Checkit, with employee feedback sought and regular progress and performance updates provided to all employees. The Board monitors and promotes a healthy culture which permeates every aspect of the business including how it seeks to recruit, nominate, train and engage with its employees.

Checkit maintains, and regularly reviews, an employee handbook that includes clear guidance as to what is expected of every employee.

9. Principle: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The long-term success of the group is the responsibility of the Board of Directors, which comprises three Non-Executive Directors and two Executive Directors. The Executive Directors have responsibility for the operational management of the group’s activities. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions.

The Board meets at least six times a year. Prior to the start of the financial year a schedule of meeting dates is agreed to ensure an appropriate spread of meetings throughout the year. This may be supplemented with additional meetings should the need arise.

There is a clear division of responsibility at the head of Checkit. The Chair is responsible for running the business of the Board and the Chief Executive Officer is responsible for ensuring appropriate strategic focus and direction.

The Board and its committees receive appropriate and timely information, with a formal agenda and associated papers always circulated a few days in advance of the meeting. The Company Secretary is responsible for ensuring that Board procedures are followed, and applicable rules and regulations are complied with.

The Board is responsible for the long-term success of Checkit and has a schedule of matters reserved for it, including:

• strategy;
• allocation of resources;
• structure and sources of capital and funding;
• financial reporting;
• internal controls and compliance including monitoring of risk;
• corporate transactions and expenditure proposals beyond any delegated authority to the Executive Directors;
• communication;
• Board membership;
• corporate governance;
• advisers;
• litigation; and
• Directors’ indemnification and insurance.

The Board receives reports from the Executive Directors, Committee Chairs and function heads ensuring matters are considered fully and enabling Directors to discharge their duties properly. In addition, senior managers are invited to attend meetings to update on business performance as appropriate.

The Board has two sub-committees as follows:

• Audit Committee: This committee oversees the integrity of the financial results of Checkit. It engages and works with the external auditor and group management. It reviews and reports to the Board on significant issues including estimates and judgements made in connection with the preparation of the group financial statements. The Audit Committee also has a key role in the oversight of the effectiveness of risk management. Full details of the report of the Audit Committee are set out in the annual report.

• Remuneration Committee: This committee ensures that the group’s Executive remuneration policy is aligned to the implementation of the Checkit strategy and shareholder interests, after considering the views of shareholders. The committee seeks to establish a policy that is designed to motivate, retain and attract Executives of the high calibre necessary for a business of Checkit’s complexity, international scope and ambitions. Full details of the report of the Remuneration Committee can be found in the annual report.

Given the current size and complexity of the group the Board does not currently consider that a nominations committee is required and the Board as a whole leads the process for Board appointments and succession planning for key senior executives, whilst reserving its right to establish a committee for any specific appointment process.

10. Principle: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Checkit communicates with shareholders in a number of ways, including:

• the group’s annual report and accounts;
• full-year and half-year announcements;
• other regulatory announcements;
• the Annual General Meeting;
• update meetings with existing shareholders;
• outcomes of all votes in a clear and transparent manner; and
• Audit Committee report/Remuneration Committee report.

Other corporate information, including annual reports for the last five completed financial years, full and half-year results announcements, notices of general meetings for the last five completed financial years and other regulatory announcements, is also available to shareholders, investors and the public through Checkit’s website.

One-to-one meetings are held with large existing or potential new shareholders. Checkit engages its broker and investor relations advisers to assist in shareholder interaction and feedback and the Board receives regular updates on the views of shareholders from these advisers.

Checkit holds briefing meetings for all employees following the half and full-year result announcements.