Section 172 Statement

Introduction

Section 172 of the United Kingdom’s Companies Act 2006 states that a director of a company must act in the way it considers, in good faith, would be most likely to promote the success of the company for the benefit of its stakeholders. In doing so a director of a company must have regard to:

●  The likely consequences of any decisions in the long-term

  • The interests of the company’s employees
  • The need to foster the company’s business relationships with partners, clients, and others
  • The impact of the company’s operations on the community and environment
  • The desirability of the company maintaining a reputation for high standards of business conduct
  • The need to act fairly as between shareholders of the company

In conducting its section 172 duties, the Board of Directors (the “Directors”, collectively the“Board”) of Citrusbyte, LLC (doing business as Theorem, LLC) and its subsidiaries, collectively referred to as the Theorem Group Companies (“TGC” or the “Company”) takes into consideration the items set out above. The Board also respects the interests and views of the Company’s clients, team members, partners, and the Company’s relationship with governments, regulators, and non-governmental organisations. The Company acknowledges that decisions made might not result in a beneficial result for all its stakeholders. The Company aims to ensure that directors’ decisions are logical and predictable when considering the purpose and mission of Theorem.

The next section is a summary of how we take into consideration our stakeholders when making decisions.

Creating Value

WHO ARE OUR STAKEHOLDERS?

  • Our Clients
  • Our People
  • Our Shareholders
  • Our Partners and Vendors
  • Our Communities

Our Clients:

Our clients in the UK and around the world include government agencies and organisations, NGOs, for-profit companies (in a variety of industries including tech, insurance, real estate, communications, energy, financial services, pharmaceuticals, and more), and education.

Why it’s important to connect with our clients:​ It’s vital that we understand our client’s objectives and priorities so that we can tailor our services strategy accordingly. Because of the nature of our business, it is important that we regularly communicate with our clients from the start of the sales process through the delivery of outcomes to our client’s and into subsequent engagements to ensure that we continue to deliver value and client satisfaction. We listen and implement feedback throughout each relationship’s entire lifecycle.

How we connect with our clients:​ We deploy an Engagement Manager to oversee each project foreach client. Amongst other duties, Engagement Managers closely maintain our relationship with our clients acting as a point of contact to ensure that we receive timely feedback. Our senior management team stays in close contact with our clients as well. Additionally, we send bi-monthly satisfaction surveys to each of our client stakeholders, which are reviewed by our executives and senior management team.

Feedback and Outcomes:​ Each year, we old regular meetings with our key clients and obtained feedback in, at minimum, the following areas:

(1) Performance on active projects
(2) Potential future projects
(3) Direction of client’s overall strategy

From these meetings held with our clients, we have built a better understanding of their key strategic interests and concerns, which we consider important in building a lasting partnership with them. As a result, Theorem has taken the following actions:

  • Aggressively searching for talent that fits with the technical requirements of our client’s future goals
  • Creating new service offerings based on our client’s feedback
  • Ensuring financial stability within our business to alleviate client concerns regarding macroeconomic trends

  • Funding internal research and development that fits with our client’s long term needs

Our People:

Why it’s important to connect with our people:​ Our team members are critical to our success within and outside the UK. The ability to deliver quality outcomes to our clients is dependent largely on the caliber of our talent. As we continue to position our company for growth, the success of our business is dependent on maintaining and continuing to develop a highly skilled and motivated team. Connecting often with our team and listening to their needs is crucial to ensure that we understand the health of our workforce.

How we connect with our people:​ We engage in several ways, including:

  • Quarterly ‘all-hands’ meetings
  • Monthly senior management meetings
  • Weekly company-wide meetings that share a project pipeline hiring update, including a presentation on a completed project
  • Senior leadership office hours
  • Regular one-on-one meetings between team members and their direct managers
  • Face-to-face team retreats
  • Online communication and feedback tools

We ensure that key messages are shared clearly and reinforced in writing. We participate in multiple third party workforce surveys, which are completed on an anonymous basis. We ensure that our team members have multiple channels through which any concerns about Theorem can be shared quickly and safely.

Our Shareholders

Why it’s important to connect with our shareholders:​ The Board is ultimately accountable toTheorem’s shareholders for the achievement of the Company’s strategy and for managing theCompany’s financial and operational performance in line with its strategic goals.

How we connect with our shareholders:​ Theorem’s Board activity meets with its executives and management. The Board receives monthly statements on financial and operational performance and well as sales and marketing updates. Throughout the year, the Board reviews additional matters, including business strategy, key risks, stakeholder-related matters and governance, compliance, and legal matters.

Our Partners and Vendors:

We have a diverse group of partners and vendors in a multitude of countries ranging from small businesses to large corporations.

Why it’s important to connect with our partners and vendors:​ Theorem recognises that as a business with an aspiration for further growth inside and outside our existing client accounts, our progress and standing is closely aligned with the performance and values of our partners and vendors. We also recognise that our worldwide suppliers and vendors provide us with the services we rely on to deliver for our clients. To be the best ally to our partners and vendors, we maintain healthy capital reserves and plan our engagements on longer time horizons. This especially helps small to medium-sized businesses who might rely on our continued business to sustain operations.

How we connect with our partners/vendors:​ We work to maintain regular contact with our partners and vendors. Communication is done through agreed-upon channels. In addition, we regularly conduct strategic relationship reviews with our partners and vendors.

We expect all our partners and vendors to be compliant with the Modern Slavery Act and we perform yearly audits of our partners and vendors to ensure that we are working with people and organisations that share our standards and ethics.

Our Communities:

Why it’s important to connect with our communities:​ Theorem is committed to the encouragement of passion and dedication to excel at solving complex challenges. It remains devoted to promoting key characteristics and behaviors in a collaborative environment that values a healthy work-life balance for its team members and allows its team members in various communities to join and interact both professionally and socially.

How we connect with our communities:​ Theorem contributes to a multitude of charities within the technology ecosystem that help to increase educational standards for underserved populations. Theorem promotes its leaders to contribute to thought leadership on a multitude of platforms, including podcasts, magazines, blogs, etc. Theorem actively supports employees' personal philanthropic endeavors through offering unlimited time off which gives our team members the time to support local and national charities.

Theorem’s culture which insists on maintaining the highest standards of work permeates to other areas of life and is shared by our team members with their communities around the world.

Questions or Concerns

If you have any questions or concerns about this statement, please contact the Theorem team:

             Via Phone: +1 ​(888) 969-2983

             Via email: ​info@theorem.co


This statement has been approved by the Chief Executive Officer of Theorem, LLC and its board.

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