Corporate Governance

INTRODUCTION

The Directors acknowledge the importance of high standards of corporate governance and are pleased to confirm that the Group has continued to comply with the Quoted Companies Alliance Code 2018 on Corporate Governance (the “QCA Code”) and will review its internal policies and procedures so as to ensure that it complies with the updated QCA Code 2023 in line with its effective date.

Principle 1 : Establish a strategy and Group model which promote long-term value for shareholders

The Group has a scalable growth strategy (more details of which can be found on page 3 of the Annual Report and Accounts). Delivering organic growth by recruiting high calibre senior lawyers from across the UK legal mid-market (a market with over £10 billion annual fee income) bringing with them their client relationships and contacts.  By placing the quality of our lawyers at the heart of our growth strategy, we ensure  the long-term success of the Group, by creating a virtuous circle as we continually enhance our reputation within the legal profession and move up the value chain in terms of those lawyers attracted to Keystone.

The business model (details of which can be found on page 2 of the Annual Report and Accounts) is very attractive to high quality senior lawyers operating in our market.  It is scalable, profitable and cash generative. 

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

The Board places great emphasis on good communications with shareholders. The Group primarily communicates with shareholders via its annual and interim reports, which are issued following RNS announcements through the post and are also published on the Group’s website. Following the issue of these, the Chief Executive and the Finance Director meet with shareholders and analysts. Further announcements may be made during the course of the year via RNS in satisfaction of the Board’s reporting obligations in compliance with regulation and best practice.

The Group’s AGM also provides an opportunity for shareholders to communicate directly with the Board and shareholder participation is encouraged. Details of the Group’s AGM, and the business to be transacted at it, are announced in the usual way and reproduced on the Group’s website. Following the celebration of the AGM, the results of votes taken are published on our website.

In addition, the Chairman is available to meet major shareholders on request to discuss governance and strategy. Reports of these meetings and any other shareholder communications during the year are provided to the Board. Shareholders can contact the Group Secretary by emailing [email protected]. Use the heading “Shareholder contact” to request that a matter be brought to the Board’s attention or to arrange a meeting with the Chairman.

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

The Board recognises the importance of the wider stakeholder groups, principally being: consultants and employees, clients and the Group’s suppliers. The Group engages with each of these stakeholder groups regularly through a range of channels.

Consultants and Employees

Keystone’s success is built on the calibre and commitment of its consultants (Principals and Pod Members) and employees who share a common commitment to go above and beyond client expectation.

Keystone is characterised by its open and inclusive collegiate culture with consultants feeling free to share their views about the Group with management in an unhindered manner. The senior management and central office employees engage directly with the Group’s consultants daily and meet with them in a range of different formats regularly throughout the year, providing plentiful opportunity for dialogue. Furthermore, Keystone conducts a formal annual survey in which the consultants provide their feedback on the service, support and infrastructure they receive, as well as producing a quarterly internal magazine and sending out more regular bulletins by email or over Keyed In.

Keystone’s employees are equally central to the success of the Group and the open culture engendered within the team encourages employees to speak freely. Management is encouraged to ensure good engagement within its teams.

Clients

Keystone’s consultants have strong client relationships and, as such, normally have an open dialogue with their clients such that they receive regular feedback during the progression of each matter. Clients are also invited to give feedback directly to senior management in the Group’s engagement letter which is sent to every client at the commencement of the matter.

As a regulated law firm, the services we provide are governed by the highest standards of professional practice and our internal compliance function works with our lawyers, our clients, our regulator and our ombudsman in this respect.

Our service and expertise regularly win awards. A number of industry publications including The Lawyer, Legal Week, Chambers and Partners have independently attested to Keystone’s very high level of client satisfaction.

Suppliers

Each of our Group unit heads engages directly with our suppliers in their area. We engage regularly with our key suppliers. The heads of our Group units have direct access to the Board and discuss supplier matters both formally and informally as and when necessary.

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

Risk management is a key area of focus for the Board, which is responsible for maintaining a sound system of internal controls to safeguard shareholders’ investments and the Group’s assets. Such a system is designed to reduce and manage the risk of failing to achieve the Group’s objectives. It is designed to provide a reasonable assurance against material misstatement or loss. The Board has considered the need for an internal audit function but has concluded that the internal control system in place is currently the most appropriate solution given the size and complexity of the Group. The Board revisits this decision periodically.

The Board is responsible for the identification and evaluation of major risks faced by the Group and for determining the appropriate course of action to manage those risks. The Company maintains a risk register which the Board considers regularly. The risk register assesses both the risks and the controls in place to prevent the risk crystallising as well as any mitigation which would exist should they materialise. A summary of the principal risks and uncertainties, together with the relevant mitigation is set out on pages 17 and 18 of the Annual Report and Accounts.

The Group takes a proactive approach to risk management which starts at the strategic level with the Group identifying areas of the law in which it will not operate. The Group then recruits to this risk profile. The recruitment process is controlled by a senior management team who are qualified and experienced solicitors with many years’ experience of recruiting consultants to Keystone. The Group focuses on attracting experienced and well qualified lawyers with a client following from highly respected law firms, thereby reducing the risk profile of the lawyer base.

As a law firm, Keystone is regulated by the Solicitors Regulatory Authority (“SRA”) as well as being subject to other legal regulation governing its industry and the economy as a whole (e.g. anti-money laundering legislation, data protection rules (“GDPR”) etc.). As such, the Group has a dedicated compliance department, led by the Group’s Compliance Officer and staffed by employed qualified solicitors, whose role it is to ensure compliance with all such regulation as well as handling any complaints or claims received from the Group’s clients. The structure of Keystone ensures that this department is wholly independent of the lawyers, whilst the “open door” collegiate culture of the Group ensures that lawyers are more than happy to seek support and guidance from the team where they identify issues of potential concern. This department reports to the Chief Executive who is fully appraised of any regulatory matters being handled, complaints/claims made as well as the status of these, and the Board receives regular updates as to the status of any significant regulatory matter, any claims made or complaints which the CEO believes may proceed to a claim.

The Group uses technology, with each new matter taken on being subjected to a risk questionnaire, as well as more traditional methods, such as file audits, to proactively monitor matters and actively engages with consultants to assess, understand and manage any risk that should arise. The Group’s standard terms of business, provided to each client at the start of each engagement, advises the clients of the Group’s complaints procedure; this procedure directs the clients directly to the compliance department. Furthermore, under the terms of the compliance agreement, which each consultant enters into with the Group, the consultants are required to report all risks, complaints and regulatory matters to the compliance function.

As the most significant risk for a law firm is associated with claims for professional negligence, one of the Group’s significant contracts (and, as such, an item which requires Board sign off) is the renewal of the professional indemnity insurance. This ensures that the Board is the body which is ultimately responsible for assessing the appropriateness of the level of cover which the Group holds.

The financial procedures and controls of the Group are under the stewardship of the Finance Director. These processes and controls are reviewed as part of the Group’s audit on an annual basis, which includes a specific SRA audit to ensure compliance with the SRA’s rules on client money, and the Group’s auditors meet with the Audit Committee of the Board on a bi-annual basis without the presence of the Finance Director.

Principle 5 - Maintain the board as a well-functioning, balanced team led by the chair

The Board generally comprises five Directors, two Executives and three Non-executives, reflecting a blend of different experiences and backgrounds. Directors’ biographies, setting out their experience, skills and independence, are shown on the Board of Directors page of this website. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Group’s challenges and opportunities whilst at the same time ensuring that no individual (or a small group of individuals) can dominate the Board’s decision making.

The Non-executive Directors are expected to devote such time as is necessary for the proper performance of their duties. It is anticipated that this will require them to spend a minimum of 24 days a year working for the Group. The Non-executive Directors meet during the year without the Executive Directors and provide effective balance and challenge. The Executive Directors are full time employees of the Group.

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

The list of directors and their experience and skills is set out on the Group’s website on the Board of Directors page.

The Non-executive Directors keep their skill set up to date with a combination of attendance at CPD events and experience gained from other Board roles. The Executive Directors are employed full time in the Group and this is the best way of their keeping up to date. The Group’s Nominated Adviser and the Company Secretary ensure the Board is aware of any applicable regulatory changes. All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Group’s expense. In addition, the Directors have direct access to the advice and services of the Company Secretary and Finance Director.

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

On an annual basis. the Group carries out a Board effectiveness review led by the Chairman involving all of the Directors. The format taken each year may change and develop but the objectives remain consistent; being to consider the overall approach and effectiveness of the Board and to consider potential areas for improvement.

The results of each year’s review is disclosed in the Annual Report and Accounts.

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

A fundamental aspect of the success of Keystone is its culture. For the lawyers, the flat structure, transparent and consistent remuneration policy and absence of politics creates an extremely positive, open and encouraging environment in which they can thrive and drive forward their practices. Within the central office team we engender a positive client focused culture; this extends beyond the clients of the law firm to include the lawyers themselves, whom we treat as if they were clients. By engendering this supportive culture with our lawyers, we ensure that they are free to focus on client development and delivering legal services which are wholly consistent with the Group strategy. As a business, we run regular social and networking events for our lawyers; this provides ample opportunities throughout the year to assess and monitor the state of the culture amongst our lawyers. Furthermore, the executive members of the Board work closely with the rest of the central office team, thus guiding and enhancing the positive behaviours and attitudes which underpin the corporate culture.

As a law firm, Keystone is regulated by the SRA and, as such, has to comply with the SRA Code of Conduct. Central to this Code is a series of obligations placed on the Group and its consultants to operate with integrity and uphold the rule of law.

Keystone’s business model drives positive behaviour. It aligns the interests of clients and lawyers, both of which are fulfilled through the Group and the support the lawyers receive and use in advising the clients.

We firmly believe in equality of opportunity and build our business by attracting and retaining the best talent for all roles. Our business model offers genuine flexibility to our lawyers, giving them control over the hours they work and providing the technological platform which enables them to deliver their high-quality service from the location of their choice; all of this with a remuneration structure which is uncapped and identical for all Principals. Equally, the vast majority of our central office team are now able to work remotely, benefitting from the same technology advantages enjoyed by our lawyers, using the offices as needed or desired.

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

The Chairman leads the Board ensuring its effectiveness and his role and responsibilities are clearly divided from those of the Chief Executive Officer. The Chairman:

• sets the Board agenda;
• ensures that the Directors receive accurate and timely information and that adequate time is available for discussion of all agenda items, in particular strategic issues;
• makes sure that all Directors, particularly the Non-executive Directors, are able to make an effective contribution;
• maintains a constructive relationship between the Executive Directors and the Non-executive Directors;
• initiates Board and Committee effectiveness reviews and the discussion of their outcomes;
• has primary responsibility for leading the Board; and
• chairs Board meetings.

The Chief Executive Officer has responsibility for all operational matters which include the implementation of strategy and policies approved by the Board. In addition, he has responsibility for managing the business of Keystone subject to the matters reserved for the Board. He has overall responsibility for the Group’s development and expenditure and delivering on the budget prepared by the Finance Director and approved by the Board.

Matters reserved for the Board

The Board is responsible for reviewing, formulating and approving the Group’s strategy, budgets and corporate actions and overseeing the Group’s progress towards its goals. This is formally documented in a schedule of matters reserved for Board approval and includes:

• Strategy and business plans, including annual budget;
• Structure and capital including dividends;
• Financial reporting and controls;
• Internal controls on risk management and policies;
• Significant contracts and expenditure;
• Communication with shareholders;
• Remuneration and employment benefits; and
• Changes to the Board composition.

Board decisions and activity during the year

The Board has a schedule of regular business comprising all the major financial and operational matters of the Group. The Board has established a number of committees, the work of which is described below. The Board has ensured that all areas for which it is responsible are addressed and reviewed during the course of the year. The Chairman, aided by the Company Secretary, is responsible for ensuring the Directors receive accurate and timely information. The Company Secretary provides minutes of each meeting and every Director is aware of the right to have any concerns minuted.

In addition to the Board meetings, there is regular communication between Executive and Non-executive Directors, including where appropriate updates on matters requiring attention prior to the next scheduled Board meeting. It is the Board’s current practice that the Non-executive Directors meet periodically and at least annually, without the Executive Directors.

Board meetings

Board meetings are held monthly and arranged by the Company Secretary. Where the subjects to be discussed call for it, the Company Secretary arranges for or prepares suitable papers which are then circulated to the Directors in advance. Additional ad hoc meetings and committee meetings are called as necessary; for example, to approve the release of the Group’s Annual Report, once it has been approved in principle in substantially the final form.

At least annually, the Board will consider the Group’s strategy and annual budget.

There are currently no plans in place for evolution of the corporate governance framework in line with the Group’s plans for growth as the Board believes that the current structure of the Board is suitable for such growth plans in the short to medium term. However, the Board will keep this under regular review.

Audit committee

The Audit Committee is charged with the oversight of the internal financial controls and risk management systems, making recommendations to the Board on the appointment of auditors and the audit fee, monitoring and reviewing the conduct and control of the audit work as well as monitoring the integrity of all formal reports and announcements relating to the Group’s financial performance. The Committee has unrestricted access to the Group’s auditors.

The Audit Committee considers all proposals for non-audit services and ensures that these do not impact on the objectivity and independence of the auditors. The Audit Committee, in its meetings with the external auditors, reviews the safeguards and procedures developed by the auditors to counter threats or perceived threats to their objectivity and independence and assesses the effectiveness of the external audit. The Group’s policy on non-audit services performed by the external auditors is to address any issues on a case by case basis.

The Audit Committee has three members, all of whom are independent Non-executive Directors, with one having recent and relevant financial experience with competence in accounting or auditing. The Finance Director attends the committee meetings by invitation.

The members of the Audit Committee are:
Salar Farzad (Chair), Isabel Napper and Robin Williams.

The Audit Committee is charged with oversight of the internal financial control and risk management framework in the business. This framework is intended to provide reasonable, but not absolute, assurance against material financial misstatement or loss.

Remuneration committee

The Remuneration Committee considers the performance of the Executive Directors and makes recommendations to the Board on matters relating to their total remuneration and terms of service. As part of that process, the Remuneration Committee sets the scale and structure of the Executive Directors’ remuneration package including share awards made under the Group’s long term incentive plan with due regard to best practice, corporate governance and the interests of shareholders. It is also responsible for the review and management of the Group’s share based incentive scheme.

The Remuneration Committee meets when required, but at least twice each year. The Committee members have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The Remuneration Committee comprises at least two independent Non-executive Directors and is chaired by a Non-executive Director, who is appointed by the Board in consultation with the two independent Non-executive Directors.

The members of the Remuneration Committee are:
Isabel Napper (Chair), Robin Williams and Salar Farzad.

Disclosure committee

The Disclosure Committee is available as needed to review how the Group should deal with price sensitive information and information that may be price sensitive information. The purpose of the Disclosure Committee is to provide a rapid response to the potentially urgent matter of required disclosures. All Board members are members of the Disclosure Committee as is the Company Secretary. The quorum of the Disclosure Committee is one of the Chief Executive Officer, the Finance Director, or the Company Secretary and any Non-executive Director.

Nomination committee

The Nomination Committee is available as needed to manage the process of appointing new Directors to the Board and to consider succession matters. The Committee is Chaired by Robin Williams and is comprised of James Knight and the Non-executive Directors.

Principle 10 - Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

These responses to the principles of the QCA Code and the information contained in the Group’s Annual Report and Accounts provide details to all stakeholders on how the Group is governed.

The responses above in relation to Principles 2 and 3 address how the Group maintains and active dialogue with the various stakeholder groups.

The Investor Relations section of our website also includes further information on the Group which may be of interest to our stakeholders.