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 TelcoSwitch, a privately owned provider of Unified Communications Software as a Service. Until April 2021, Ivan was a Non-Executive Chairman of Xceptor, a London-based international software business which was sold by CBPE Capital to Astorg Partners. Ivan has held a number of significant Executive and Non-Executive positions in both the Technology and Financial Services sectors. He was Chief Executive Officer of Misys Banking and Capital Markets and a main board member of Misys plc. He was also Chairman of FDM Group from 2006 to 2019, during which time he oversaw the growth and evolution of this company from an AIM listing to a FTSE 250 member valued at over £1billion. Ivan is a member of various Wulstan Capital LLPs and Parch Three Estates LLP, being commercial property investment vehicles. He has no other significant commitments.
Alex was appointed to the Aptitude Software Board as Acting CEO in July 2023. Alex joined Aptitude Software in 2008 and she has held several senior roles within the Group including leading the North American business since July 2019. Alex is a non-executive director of Checkit plc.
Mike Johns joined the group in September 2017 as Group Financial Controller. A Chartered Accountant, Mike has previously held senior financial positions within the group, including Finance Director for the Group’s business outside of North America, before being appointed Chief Financial Officer on 17 May 2023.
Barbara Moorhouse was appointed as a Non-Executive Director on 1 April 2017 and on 14 March 2022 she was appointed as Senior Independent Director and Chair of Remuneration Committee. Prior to this she was Chair of the Audit Committee. 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 the Ministry of Justice and the Department for Transport. Earlier in her career, she was Chief Financial Officer at two international listed software companies – Kewill Systems plc and Scala Business Solutions NV. Until 31 May 2022 Barbara was also Chair of the Rail Safety and Standards Board. Barbara is currently also Independent Chair of Agility Trains, a Non-Executive Director of Balfour Beatty plc, and a Non-Executive Director and Chair of the Quality and Safety Committee of Dŵr Cymru/Welsh Water.
Sara Dickinson was appointed as a Non-Executive Director on 1 October 2021 and was appointed as Chair of the Audit Committee on 16 March 2022. Sara was appointed as Chief Financial Officer of the British Standards Institute on 24 January 2022. Prior to this, Sara was Senior Vice President of Finance at Expedia Group, and previously the Chief Finance Officer of Expedia Partner Solutions, the global B2B technology solutions division within Expedia. Sara has over 25 years of financial experience, as well as significant knowledge of digital finance processes and finance transformation. Until August 2021, Sara was a Non-Executive Director and Chair of the Finance Committee of A2Dominion, a residential property group with a debt listing on the London Stock Exchange. Sara’s other past experience includes Commercial Finance Director at Costa Coffee, Group Financial Controller for Sage Group plc and Vice President and European Chief Financial Officer of ebookers.
Alex Campbell was appointed as Company Secretary on 8 June 2023. He is a member of the Chartered Governance Institute and has significant experience in supporting UK listed companies with fulfilling their corporate governance and statutory compliance obligations.
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.
This document sets out terms of reference for the Board and Board Committees of Aptitude Software Group plc and adopts governance standards as set out in the Code. Download the full document below.
