Board of Directors & Governance

Board of Directors

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 Non-Executive Chairman / Chair of Nomination Committee

Ivan Martin was appointed to the Board on 1 January 2016 and assumed the role of Non-Executive Chairman on 4 March 2016. Until April 2021, Ivan was also 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.

Jeremy Suddards Chief Executive Officer

Jeremy was appointed to the Aptitude Software Board as CEO in January 2020. Jeremy joined Aptitude Software in January 2018 as the Chief Client Officer for Europe & Asia. Prior to joining Aptitude Software, Jeremy undertook a number of Executive roles at Hewlett Packard Enterprise including Vice President, Financial Services Industries EMEA & Vice President Global Accounts.

Philip Wood Deputy Chief Executive Officer and Chief Financial Officer

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. Philip is also a Non-Executive Director and Chair of the Audit Committee of SmartSpace Software Plc.

Peter Whiting Non-Executive Director

Peter Whiting was appointed as a Non-Executive Director on 2 February 2012 and was Chair of the Remuneration Committee and Senior Independent Director until 16 March 2022. He has now handed over these responsibilities to Barbara Moorhouse and will not be seeking re-election at the Annual General Meeting to be held on 28 April 2022. Peter is Senior Independent Director and Chair of the Remuneration Committee of FDM Group (Holdings) plc, a Non-Executive Director and Chair of the Remuneration Committee of D4T4 Solutions plc and Non-Executive Chair of Kooth plc.

Barbara Moorhouse Non-Executive Director / Senior Independent Director / Chair of Remuneration Committee

Barbara Moorhouse was appointed as a Non-Executive Director on 1 April 2017 and was Chair of the Audit Committee until 16 March 2022. Barbara is now Senior Independent Director and Chair of the Remuneration 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 Ministry of Justice and 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. Barbara is Independent Chair of Agility Trains, a Non-Executive Director of Balfour Beatty plc, and Senior Independent Director and Chair of the Audit Committee of Medica Group plc. Barbara is also currently Chair of the Rail Safety and Standards Board, but she will step down from this role in May 2022.

Sara Dickinson Non-Executive Director / Chair of the Audit Committee

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.

Georgina Sharley Company Secretary

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 19 years’ experience in supporting UK listed companies and groups with fulfilling their corporate governance and statutory compliance obligations.

Corporate Governance

The Group has applied the main principles set out in the July 2018 edition of the UK Corporate Governance Code.

The Board of Directors meets regularly to review strategic, operational and financial matters, including proposed acquisitions and divestments, and has a formal schedule of matters reserved to it for decision.
The Board considers that all of the current Non-Executive Directors are independent in character and judgement from the management of the Company and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
All of the Non-Executive Directors have extensive recent and relevant business experience.

Board Committees

The Board has established an Audit Committee, a Nomination Committee and a Remuneration Committee with formally delegated duties and responsibilities.

Sara Dickinson is Chair of the Audit Committee. The Audit Committee is comprised of Sara Dickinson, Barbara Moorhouse and Peter Whiting.
Barbara Moorhouse is Chair of the Remuneration Committee. The other members of the Remuneration Committee are Ivan Martin, Sara Dickinson and Peter Whiting.
Ivan Martin is Chair of the Nomination Committee. The other members of the Nomination Committee are Barbara Moorhouse, Sara Dickinson and Peter Whiting.

Committee Responsibilities

Nomination committee

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.

Audit committee

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.

Renumeration committee

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.

Terms of Reference of the Board and its Committees

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.

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