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Corporate Governance

1 Corporate Governance Statement

The Directors of Kingswood Holdings Limited recognise the importance of sound corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (“the QCA Code”). The QCA Code takes key elements of good governance and applies them in a manner that is workable for the different needs of growing companies and was developed by the Quoted Companies Alliance as an alternative corporate governance code applicable to AIM companies.

Jonathan Freeman, in his capacity as non-executive director, has assumed responsibility for ensuring that the group has appropriate corporate governance standards in place and that these requirements are followed and applied within the group as a whole.    The QCA Code corporate governance arrangements that the Board has adopted are designed to ensure that the group delivers long term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the group in a manner that encourages open dialogue with the Kingswood Holdings Limited Board. 

The Directors have structured the relationship between the board of the group holding company, Kingswood Holdings Limited (“the Company”), and the individual subsidiary boards which represent KW Investment Management Ltd, KW Wealth Planning Limited, KW Trading Services Limited (the operational companies which are regulated by the FCA).

The Company Board has the responsibility to set strategy for the Group, and monitor the performance of the operating subsidiaries. The Subsidiary Boards have the responsibility to oversee, govern and direct the operations of the subsidiary entities in line with relevant rules and regulations and overall Group strategy.

The respective Boards have established various committees, each of which has written terms of reference. The principal committees are the Audit, Remuneration, Risk and Nomination Committees.  

The QCA Code is constructed around ten principles and a set of disclosures and for Kingswood Holdings Limited, these are set out in Section 3 below.

 

Kenneth Buzz West - Chairman

 

 

 

 

2 The Board

Here are the biographies of the Company Board directors which describe the relevant experience, skills, qualities and capabilities each brings. Fuller biographies can be found at the “Investors” section at KW-Wealth.com

 

Kenneth ‘Buzz’ West 

Kenneth ‘Buzz’ West is the Group Chair at Kingswood Holdings Ltd. Buzz is a highly experienced Chair in the Financial services arena having sat on numerous boards and was Founder and Chairman of the AIM listed Wealth Manager Ashcourt Rowan. With a strong entrepreneurial background he has a track record of achieving success for shareholders and was Chair at the leading Loss Adjustors GAB Robins from Management Buy Out to successful trade sale. He uses his experience in both Wealth Management and AIM to lead the board and chair the Remuneration and Nomination Committees. Buzz is an advisor to several High Tech companies and holds the Chair at both Blackmore Group Ltd and Blackmore Bonds Plc.

 

Marianne Ismail 

Marianne Ismail is Group CEO of Kingswood Group. Marianne has worked in Financial Services for over 30 years in a variety of small and large regulated entities. She has extensive experience in managing all aspects of financial services in the UK, North America, Asia, Middle East and Latin America as well as creating, leading and managing the effective implementation of corporate policies and procedures.  She has a strong understanding of the management of corporate risk and is committed to ensuring compliance with the appropriate regulations and the implementation of suitable organisational and management structures to meet these regulations. Within the Group, she actively promotes a culture of good corporate citizenship and ensures a work environment for attracting, retaining and motivating employees as well as ensuring succession planning, employee training, growth and development. Marianne has held FCA (UK Regulatory Authority) significant influence functions throughout her career and has also previously been registered with FINRA to the same equivalence (US Regulatory Authority). Marianne is currently registered with both the FCA and FSCA (the South African Regulatory Authority). 

 

Gary Wilder 

Gary Wilder is a non-executive director with over 30 years experience in pan European private equity and real estate investment building strong contacts and bringing extensive expertise particularly in the area of investment and capital raising, structuring, debt financing and asset management. Gary is the co founder partner of Kingswood Property Finance Limited Partnership and together with co founder partner Jonathan Massing they have made a series of long term strategic investments in key identified sectors including financial services. Gary graduated in 1983 with a BSc (Hons) from Cass Business School, University of London and qualified as a Chartered Accountant with Arthur Andersen in London.

 

Jonathan Massing 

Jonathan Massing is a non-executive director who brings wide ranging experience to the Board, in particular in the area of corporate finance and acquisitions. He has a strong background in commercial and corporate finance advisory, buyouts, venture capital, shareholder dispute advisory, and private businesses valuation. A chartered Accountant, he has extensive experience in the sale and acquisition of private companies. He also provides advice on debt structures and working capital facilities. In 1998 he set up Kingswood Investment Partners Limited as a private equity investor. He is also a founder of Kingswood Property Finance Limited Partnership and founded a City-based advisory firm Kingswood in 1993.

 

David Hudd 

David is a non-executive director. He is a capital markets specialist who brings to the Board over 35 years' experience of structuring and advising on a wide range of financings. After working at another City law firm and spending over nine years in investment banking, David joined global law firm Hogan Lovells as its first dedicated capital markets partner in London in 1994. He currently serves as Deputy CEO of Hogan Lovells.

 

Darryl Kaplan 

Darryl Kaplan is a non-executive director with experience which traverses a range of disciplines having worked in the fields of law, corporate finance (including investor relations) and investments in South Africa and Australia. He has accumulated a broad range of experience and expertise highly relevant to the business and governance of KW Wealth. Darryl is also the chief executive officer of Astoria, one of KW Wealth’s significant shareholders. Darryl was educated in South Africa and holds Bachelor of Business Science and Bachelor of Laws degrees from the University of Cape Town. 

 

Jonathan Freeman 

Jonathan is an experienced corporate financier and company director. He has extensive experience of quoted companies, financial services and of FCA regulated entities. This experience is important to the Group as it is both quoted on AIM and its subsidiary companies are regulated by the Financial Conduct Authority in the UK.  Jonathan also chairs the Group’s Audit Committee and the Risk and Compliance Committee.

Jonathan is also the senior independent Non-executive Director of Futura Medical plc and chairs their Audit Committee and Remuneration Committee, the non-executive Chairman of PhotonStar LED Group plc and a non-executive director of Braveheart Investment Group plc.

 

3 Application of the principles of the QCA Code

DELIVER GROWTH 

 

Principle

 

Application

 

What we do and why

 

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

 

The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term.  It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

 

The Board and Management have established four strategic goals for the Group:

To deliver strong earnings growth for our shareholders. The Group intends to grow significantly through a strategy of recruitment , growing organically and acquiring businesses which are earnings accretive. Coupled with prudent cost control, the Board believes this will result in a higher share price over time. We continue to recruit client advisors, focussing on candidates with the right skills and who share our strong commitment to client service.

 

Continuous improvement in the Client experience. We will continue to invest in improving the client experience through delivering excellent service. As a smaller business, we are able to deliver a more personal approach than some of our larger competitors and we believe this gives us a competitive advantage in the UK.

 

Build our brand: KW Wealth. The UK wealth market is excessively fragmented and brand awareness among consumers is generally low. We believe that there is a substantial market opportunity to build a national brand for quality wealth planning advice and investment management. Our new brand, KW Wealth, is distinctive, memorable and approachable. www.kw-wealth.com

 

Maintain the highest standards of corporate governance and risk management. The directors recognise the importance of sound corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (“the QCA code”).
For management purposes, the Group has organised its activities into two operating divisions; Investment Management and Financial Planning. The Group’s other activity of providing execution only broking services are included within Investment Management.

 

2.   Seek to understand and meet shareholder needs and expectations

 

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

 

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.


The Group encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The Chief Executive regularly communicates with the Group’s major shareholders and ensures that their views are similarly communicated fully to the Board.

The Board recognises the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

Where voting decisions are not in line with the company’s expectations the Board will engage with those shareholders to understand and address any issues. The Chief Executive is the main point of contact for such matters.

 

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

 

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

 

Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.

 

 

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

 

KW Wealth identifies six stakeholders relevant to our business – Regulators, Shareholders, Employees, Clients, Suppliers and the Wider Communities in which we operate.

Our strategy to meet our wider stakeholder and social responsibilities has five key themes of corporate strategy.

 

Viability – continued viability through innovation, efficiency, growth  and financial capacity

Visibility – transparency in our dealings with each of our stakeholder groups

Leadership – effective governance and leadership within our business

Equality and Diversity – covered in more detail in Principle 8.

Support – appropriate support for all stakeholders

Examples: We hold regular Board meetings to determine and agree strategy and to assess MI data re performance in dealing with customers, suppliers and regulatory matters. All meetings are minuted.

 

We hold weekly Executive team meetings to ensure the executive is up to date on regulatory changes and general compliance including strategy acquisitions, financial performance, products and investment performance, operations and human resources.

We have a commitment to digital inclusion for all our stakeholders with particular emphasis on clients and employees.

We hold regular leadership meetings with the senior employees in our business to share insights and feedback on customer requirements as well as up to date information on our financial services industry including our competitors.

We have annual assessments of staff to assess ongoing competence, performance in relation to business goals.

We have a training and induction programme for new and existing staff and we encourage and subsidise the taking of professional exams. In the wider community we encourage volunteering and support charities and causes in local communities and we encourage the participation of staff on boards of school governors.

 

 

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

 

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.

 Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

 

 

 

 

The Board has appointed a Risk and Compliance Committee. The Board considers the composition of the Committee appropriate for the size and breadth of the Group’s business. The Committee is authorised and empowered by the Board to, inter alia, provide oversight and advice to the Board in relation to current and potential risk exposure and future compliance/risk strategy, review the Group’s risk profile relative to current and future risk appetite, monitor risk and make recommendations to the Board regarding all elements of the Group’s compliance with regulatory and legal obligations. The Group utilises various means and processes to ensure that it is in compliance with the rules set out by the appropriate authorities including the maintenance of a Risk Register which identifies and measures what risks the subsidiaries are exposed to and what control mechanisms are in place to mitigate these risks.

 

 MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

  

Principle

 

Application

 

What we do and why

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

The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

 The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

 The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non- executive directors. Independence is a board judgement.

 The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

 Directors must commit the time necessary to fulfil their roles.

The current Company Board comprises, the CEO Marianne Ismail and six non-executive directors. Biographical details of the current directors can be found at the “Investors” section at KW-Wealth.com. The Company Board recognises that the current balance of one executive and six non-executives is not appropriate for the long term and consideration will be given to addressing this balance.

All directors receive regular and timely information on the group’s operational and financial performance, principally through board meetings. Relevant information is circulated to the directors in advance of meetings. Notwithstanding, the Company Board considers that all non-executive directors bring an independent judgement but recognise that there are three fully independent directors, Jonathan Freeman, David Hudd and Kenneth “Buzz” West. The directors provide the appropriate time necessary to fulfil their roles.

The Board has a formal schedule of matters reserved to it and is supported by the Audit, Remuneration, Nomination and Risk and Compliance Committees.  The respective committee Terms of Reference are available below in Section 4.

 

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

 

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

 

The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.

 

As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.

 

The Nomination Committee of the Board oversees the process and makes recommendations to the Board on all new Board appointments.  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 gender.  The Nomination Committee also considers succession planning.

See Section 4 below for the various committees and their composition.

 

 

 

 

 

 

 

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

 

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

 

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

 

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.

Internal evaluation of the Company Board, the Committees and individual directors is undertaken on an annual basis in the form of peer appraisal, questionnaires and discussions to determine the effectiveness and performance. Individual directors and others with responsibilities on the Subsidiary Board and the Committees registered with the Financial Conduct Authority (FCA) will also be subject to the FCA’s Training and Competence Regime. In addition the continued independence of Jonathan Freeman, Kenneth ‘Buzz’ West and David Hudd is assessed annually.

All directors receive regular and timely information on the group’s operational and financial performance, principally through board meetings. Relevant information is circulated to the directors in advance of meetings. The Company Board recognises that the current balance of one executive and six non-executives is not appropriate for the long term and consideration will be given to addressing this balance. Notwithstanding, the Company Board considers that all non-executive directors bring an independent judgement but recognises that it has at least three fully independent directors.

The Board has a formal schedule of matters reserved to it and is supported by the Audit, Remuneration, Nomination and Risk and Compliance Committees.  The respective committee Terms of Reference are available below in Section 4.

 

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

 

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

 

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team.

Corporate values should guide the objectives and strategy of the company.

 

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

 

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.

 

Our corporate strategy focusses on delivering five objectives to support a strong corporate and ethical culture.

 

A robust commitment to equality and diversity through leadership and communication;

 

Delivery of high quality, consistent services and communications which are accessible to all;

 

Improving client insight and understanding client needs;

 

Facilitating stakeholder engagement opportunities to influence and improve services as well as to add value;

Recruiting, developing and training a talented workforce which broadly reflects the stakeholders and communities in which we operate;

 

We deliver these five objectives in the following ways:

-        Review staff training needs and the performance management framework to ensure our equality & diversity objectives are fully embedded

-        Monitor the gender pay gap and take appropriate steps to address any concerns

-        Ensure future equality & diversity legislative changes and other relevant information is effectively communicated and promoted to staff

-        Implement and monitor a strategic action plan with clear outcomes, timescales and accountabilities

-        In line with General Data Protection Regulation requirements, collect and use customer data for specific purposes, such as to inform service development

-        Further promote the use of social media or other mechanisms as appropriate, to gain ‘real time’ customer insight and feedback about services

-        Monitor the diversity of the workforce to ensure it broadly reflects the communities we serve, extending reach through innovative recruitment advertising & marketing where required

-        Ensure the Human Resources Team are involved in every aspect of recruitment to maintain integrity of process

-        Continue to adopt flexible approaches to work/roles that promote a healthy work/life balance and provide more innovative ways of working which support the strategic direction of the business

 

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

 

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

 •  size and complexity; and

•  capacity, appetite and tolerance for risk.

 The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

 

There are various committees and the principal committees and their terms of reference are set out in Section 4 below.

   BUILD TRUST 

 

Principle

 

Application

 

What we do and why

 

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

 

A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. 

In particular, appropriate communication and reporting structure should exist between the board and all constituent parts of its shareholder base. This will assist:

 the communication of shareholders’ views to the board; and

  • the shareholders’ understanding of the unique circumstances and constraints faced by the company. 

It should be clear where these communication practices are described (annual report or website).


The Company Board encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The CEO communicates regularly with the Group’s major shareholders and ensures that their views are communicated fully to the Board.

The Group provide regular information through its website including Market commentary and other social media such as Twitter.

The Group’s Public Relations Agency has quarterly communication plans which cover all shareholders and other interested parties.

 The Board recognizes the AGM as an important opportunity to meet shareholders and generally make themselves available.  

 

4 Committees

Audit Committee

The Audit Committee is chaired by Jonathan Freeman. The Audit Committee is responsible for providing formal and transparent arrangements for considering how to apply suitable financial reporting and internal control principles having regard to good corporate governance and for monitoring external audit functions including the cost-effectiveness, independence and objectivity of the Company’s auditors.

Terms of Reference

Remuneration Committee

The remuneration committee is chaired by Buzz West. The Remuneration Committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual directors. This includes agreeing with the Board the framework for remuneration of the Group Chief Executive, all other executive directors, the Company Secretary and such other members of the executive management of the Company as it is designated to consider. It is also responsible for determining the total individual remuneration packages of each director including, where appropriate, bonuses, incentive payments and share options. No director will play a part in any decision about his own remuneration.

Terms of Reference

Nomination Committee

The Nomination Committee is chaired by Buzz West. The Nomination Committee is responsible for considering Board appointments, reviewing Board structure, size and composition and identifying the need for Board appointments by reference to the balance of skills, knowledge and experience on the Board and the scale of the Enlarged Group. The Nomination Committee also plays a crucial role in succession planning by analysing the Board’s needs and planning accordingly.  

Terms of Reference

 

Risk and Compliance Committee

The Risk and Compliance Committee is chaired by Jonathan Freeman The purpose of the Risk and Compliance Committee is to provide the effective management of the Group’s compliance and polices and procedures in line with the Group’s risk appetite to meet legal, compliance and regulatory requirements.

Terms of Reference 

The value of investments and any income from them can fall and you may get back less than you invested. KW, KW Wealth, KW Protect, KW Wellbeing, KW Institutional, KW Partner and KW Private Office are trading names of KW Wealth Planning Limited (registered number 01265376), KW Investment Management Limited (registered number 06931664 ) and KW Trading Services Limited (registered number 03109469) which is a member of the London Stock Exchange. Each of these companies is authorised and regulated by the Financial Conduct Authority and has its registered office at 13 Austin Friars London EC2N 2HE. KW investment Management Limited is also regulated in South Africa by Financial Sector Conduct Authority. All these companies are wholly owned subsidiaries of Kingswood Holdings Limited (registered number 42316) which is incorporated in Guernsey with registered office at Regency Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WW.