Annual Report & Accounts 2026
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• 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 the 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.
CORPORATE GOVERNANCE STATEMENT CONTINUED
• 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 the 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.
CORPORATE GOVERNANCE STATEMENT CONTINUED