The Group’s Board of Directors is comprised of a Non-Executive Chairman, two Non-Executive Directors and two Executive Directors and is responsible for the proper management of the Company and the Group.
Ivan Martin was appointed to the Board on 1 January 2016 and assumed the role of Non-Executive Chairman on 4 March 2016. Ivan is also Non-Executive Chairman of Church Topco Limited, trading as Xceptor (a London-based international software business backed by CBPE Capital). He is also a member of various Wulstan Capital LLPs and Parch Three Estates LLP. He has no other significant commitments.
Tom Crawford was appointed to the Board on 1 January 2016 having joined the Group in 2003 as a Divisional Managing Director. Tom was appointed Senior Vice President of Aptitude Software in 2010 to expand its North American operations before being promoted to President in 2014 to lead the Aptitude Software business globally, a role that divides his time between North America and Europe. Tom will not be seeking re-election at the 2020 Annual General Meeting ("AGM") and following the AGM, is expected to continue to contribute to Aptitude Software on a part-time basis.
Philip Wood was appointed Chief Financial Officer on 2 January 2007. A Chartered Accountant, Philip spent seven years with AttentiV Systems Group plc and its group companies during which time he as Group Finance Director oversaw the group’s flotation in 2004 and subsequent acquisition in 2005 by Tieto Corporation. Following the disposal in July 2019 of Microgen Financial Systems, Philip was appointed to the position of Deputy Chief Executive Officer and Chief Financial Officer.
Peter Whiting was appointed as a Non-Executive Director on 2 February 2012 and has been Chair of the Remuneration Committee since April 2016. Peter has over twenty years’ experience as an investment analyst, specialising in the software and IT services sector. He joined UBS in 2000, led the UK small and mid-cap research team and was Chief Operating Officer of UBS European Equity Research from 2007 to 2011. Peter is currently Senior Independent Director and Chair of the Remuneration Committee of FDM Group (Holdings) plc, Senior Independent Director and Chair of the Audit Committee of Keystone Law Group plc, a Non-Executive Director and Chair of the Remuneration Committee of TruFin plc and a Non-Executive Director and Chair of the Renumeration Committee of D4T4 Solutions plc.
Barbara Moorhouse was appointed as a Non-Executive Director on 1 April 2017. Barbara has extensive senior experience in operating and financial roles across the public and private sectors. Her most recent executive roles were as Chief Operating Officer at Westminster City Council, and Director General at Ministry of Justice and Department for Transport. Earlier in her career, she was CFO at two international listed software companies – Kewill Systems plc and Scala Business Solutions NV. Barbara is Chair of the Rail Safety Standards Board, a Non-Executive Director of Balfour Beatty plc and Agility Trains, and a Trustee at Guy’s and St Thomas’ Charity.
Georgina Sharley was appointed as Company Secretary on 10 December 2018. She is a member of the Institute of Chartered Secretaries and Administrators and has 18 years’ experience in supporting UK listed companies and groups with fulfilling their corporate governance and statutory compliance obligations.
In July 2018 the Financial Reporting Council published an updated version of the UK Corporate Governance Code, which applies to accounting periods beginning on or after 1 January 2019.
The Directors will report in full on the Group’s full compliance with the new Code in its Annual Report for the year ended 31 December 2019, however, careful consideration has already been given to the updated principles and provisions of the new Code, and it is the Board’s intention to apply these as far as is proportionate and appropriate for the Group.
The Board has established an Audit Committee, a Nomination Committee and a Remuneration Committee with formally delegated duties and responsibilities.
The Nomination Committee review the structure, size and composition of the Board and its Committees including its balance of skills and experience and make recommendations to the Board with regard to any changes. In addition it also leads the process for Board appointments, whilst considering succession for Directors and other senior executives, including the identification and assessment of potential candidates.
The Committee provides support to the Board in meeting its statutory responsibilities as set out in the UK Corporate Governance Code, which requires that Audit Committees have competence relevant to the sector in which the Company operates. The Audit Committee also monitors the integrity of the financial statements of the Company and meets regularly with management and the Company’s external auditors to review and monitor the financial reporting process, the statutory audit of the consolidated financial statements, audit procedures, risk management, internal controls and financial matters. The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the annual and interim accounts and the accounting and internal control systems in use throughout the Group.
The Committee’s primary function is to support the Company’s strategy by ensuring its delivery is supported by the Company’s remuneration policy. This includes determining the Company’s remuneration policy and monitoring its implementation, approving remuneration packages for each of the Executive Directors and the senior leadership team, determining the terms on which Performance Share Plan and Company Share Option Plan awards are made; reviewing and setting performance targets for incentive plans.