Corporate Governance

Overview

The Board of Directors (“the Board”) of Checkit plc (“Checkit”) has adopted the 2023 Quoted Companies Alliance Corporate Governance Code (“QCA Code”) in line with the London Stock Exchange’s requirement for all AIM listed companies to comply with a recognised corporate governance code.

As Chairman of the Board, I am responsible for ensuring that the Company has suitable corporate governance arrangements in place which are appropriate for the size and complexity of the Company and that these arrangements are followed in practice. The QCA Code ensures we have a governance framework in place that helps the business achieve and execute on the business model and strategy set out on pages 14 to 16 of Checkit's FY26 Annual Report. 

The Board recognises that having a skilled, effective and balanced Board is of fundamental importance to the long-term success of Checkit. The Board comprises the Non-Executive Chairman, Chief Executive Officer, Chief Financial Officer and a Non-Executive Director. Biographical details can be found on page 35  of Checkit's FY26 Annual Report.  . All Board Directors put themselves forward for re-election at each AGM. The Board notes the QCA Code’s recommendation contained in Principle 6 that there should be at least two Non-Executive directors whom the Board considers to be ‘independent’. Although the Board only has one independent director (Alex Curran), the Board deems its composition to be suitable given the size and stage of development of the Company. However, the Board will keep its composition under review and contemplate adding an additional independent Director at an appropriate opportunity. Composition and independence are discussed at least annually by the Board.

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

Keith Daley

Non-Executive Chairman

1.  Establish a purpose, strategy and business model which promote long-term value for shareholders 

 

Checkit operates a subscription-based model providing real-time operations management solutions. Its purpose is to empower complex, distributed operations with smart automation and actionable insight. This supports long-term shareholder value through recurring revenue, operational scalability, and customer loyalty. The strategy, developed by the Executive Directors in collaboration with the Global Leadership Council and then approved by the Board, focuses on market expansion, product innovation, and enhanced sales capabilities.

2. Promote a corporate culture that is based on ethical values and behaviours 

Checkit fosters a culture grounded in integrity, collaboration, and accountability. The Board regularly review cultural tone, which is reinforced through leadership conduct, internal engagement initiatives and our revised employee handbook and associated policies. In addition, our ESG programme promotes a culture of governance and integrity across Checkit and its supply chain.

 

3. Seek to understand and meet shareholder needs and expectations 

The Board is committed to engaging with shareholders to ensure that the business strategy, operating model, and performance are clearly understood and communicated. The Executive Directors and the Chairman are in contact with the Company’s major shareholders in relation to strategic decisions and regularly pass feedback to the Board. The Board is supported by Checkit’s nominated advisor, broker and investor relations advisor who keep the Executive Directors appraised of shareholder expectations and reactions.

 

The Board look to maximise opportunities to communicate with investors and actively encourages feedback from the investor community. The Board places great emphasis on having constructive relationships with all shareholders. The AGM is the main forum for dialogue with private shareholders and shareholders are given the opportunity to raise questions during the AGM.

 

In addition, Checkit has a regular programme of investor engagement which includes trading updates and presentations to shareholders and analysts immediately following the publication of the half year and full year results. The half year and full year presentations give shareholders the opportunity to raise questions directly with the Executives.

 

The Board reviews feedback from shareholders following presentations, and Non-executive Directors are also available to meet major shareholders, if required.

 

Checkit’s main point of contact for shareholder engagement is the Company Secretary and general contact details are also available on Checkit’s website to support communication and feedback.

4. Take into account wider stakeholder interests, including social and environmental responsibilities 

In addition to its shareholders, the Company’s other key stakeholder groups are:

 

• Employees

• Customers

• Suppliers

• Regulators

• Local communities

 

Checkit takes its responsibility to these stakeholders seriously and seeks to actively engage with them regularly to inform and influence better decision making. Environmental and social responsibilities are increasingly integrated into strategic planning, with the Chief Financial Officer overseeing ESG initiatives and corresponding KPIs to monitor progress. The Company seeks to minimise its impact on the environment wherever possible and annually audits and offsets emissions.

5. Embed effective risk management, internal controls and assurance activities 

The Board maintains a comprehensive risk framework to identify and manage key risks. This includes regular internal and external audits, formal risk registers, and executive-led reviews. An Audit Committee, composed of Non-Executive Directors, reviews risk controls and oversees auditor independence. Risk appetite is reviewed annually to ensure alignment with strategic objectives.

 

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 budget.

 

The group undertakes regular updates and reviews of its business processes, co-ordinated by the group quality and compliance 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 and environmental issues.

 

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

 

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 level.

6.  Establish and maintain the board as a well-functioning, balanced team led by the chair 

The Board regularly reviews its composition and is satisfied that it has an effective and appropriate balance of skills, capabilities and experience between the Directors to deliver the strategy of the Company for the benefit of its shareholders.

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 Chairman takes responsibility for a calendar of regular Board meetings, of which there are at least six per year. The Board met ten times in FY26 with all members in attendance. The Chairman ensures that Board agendas reflect good corporate governance and concentrate on the key strategic, operational and financial issues.

The Board is aware of the backgrounds and other interests of the Directors and changes to these are reported and, where necessary, agreed with the rest of the Board. Procedures are in place to manage potential conflict of interest.

The Board is supported by an Audit Committee and Remuneration Committee. The Remuneration Committee is comprised of Non-Executive Directors Keith Daley (Chair of Remuneration Committee) and Alex Curran. The Audit Committee is comprised of Alex Curran (Chair of the Audit Committee) and Keith Daley. Keith Daley’s financial background and in-depth knowledge of Checkit and Alex Curran’s mixture of UK and US high-growth orientated experience provide the necessary level and combination of skills and knowledge to the respective Committees.

 

7.  Maintain appropriate governance structures and ensure directors have relevant experience and skills 

The Board, supported by the Company Secretary and Committees Directors receive regular updates and external advice when necessary. Senior managers frequently present at Board meetings to broaden oversight and knowledge. The Directors keep their skill set up to date with ongoing training and are informally assessed on a regular basis.

The Board is supported by the Company Secretary and every Director is aware of the right to have concerns added to minutes and to seek independent advice at the Group’s expense.

The long-term success of the Group is the responsibility of the Board. Two Executive Directors have responsibility for the operational management of the Group’s activities and development of the Group strategy. Two Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Company Secretary is responsible for ensuring that Board procedures are followed, and applicable rules and regulations are complied with.

The Board has two sub-committees as follows:

Audit Committee:

• The Audit Committee oversees the integrity of the financial results and risk management strategy of the Company.
• It engages and works with the external financial 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 met three times during FY26.

Remuneration Committee:

• This Committee ensures that the Group’s Executive remuneration policy is aligned to the implementation of the Company strategy and shareholder interests. The Committee seeks to establish a remuneration policy that is designed to motivate, retain and attract Executives of the calibre necessary to achieve the Group’s strategic ambitions.
• The Remuneration Committee met four times during FY26.

Given the current size and complexity of the Group, the Board does not currently consider that a nominations committee is required.

8. Evaluate board performance based on clear objectives 

 

The Board undertakes an annual evaluation of its effectiveness. Given the size of the Company and the Board, this comprises a structured internal self-assessment supported by a Chair-led discussion of performance, composition, and governance effectiveness.

The Board considers annually whether to engage an external provider to support this process, and commissions an external evaluation when it considers this would add value. Factors considered when determining whether to commission an external evaluation include changes in the scale or complexity of the business and feedback from shareholders.

 

9. Establish a remuneration policy supportive of long-term value creation 

Details of how the remuneration structure and practices of the Group support the achievement of the Group’s strategic goals and the delivery of medium to long-term shareholder value are contained the Remuneration Report found at pages 41 to 44  of Checkit's FY26 Annual Report.  

10. Communicate governance and performance by maintaining dialogue with shareholders and stakeholders 

Engagement with our stakeholders is key to a successful business and is an ongoing part of managing our business.

The Group communicates with shareholders in a number of ways, including:

• the Group’s annual report and accounts;
• full year and half-year result announcements;
• other regulatory announcements;
• the Annual General Meeting and outcomes;
• meetings with existing shareholders;
• webinars or roadshows; and
• one to one meetings with major (or potential) shareholders.

Corporate information available on the Company website includes:

• annual reports for the last six completed financial years;
• full and half year results announcements;
• notices of general meetings for the last six completed financial years; and
• other regulatory announcements.

The Company engages its broker and investor relations advisers to assist in shareholder interaction and feedback. The Board receives regular updates on the views of shareholders from these advisers.

Regular on-line Company wide meetings, off-site events and video updates from the Executive ensure that employees receive important updates. All employees are invited to watch the presentation by the Executive which follow the release of our half and full year results.

Employees are also directed to the Company website, internal HR portal and encouraged to keep up to date with Company reports.

The outcome of recent votes at general meetings can be found on the Company’s website at https://www.checkit.net/investor-relations/reports-documents/, along with historical annual reports and other governance related materials.