Corporate Governance
Reviewed 29th June 2020

Chairman's introduction to governance

The Board recognises the importance of high standards of corporate governance for delivering long-term success to the Group and acknowledges its role in setting the culture, values and ethics of the Group (as outlined in Principle 8) and communicating these to all the Group’s stakeholders. This requirement is set out formally on the following page. The Board meets regularly to discuss the monitoring and promotion of a healthy corporate culture. The Chairman has ultimate responsibility for corporate governance matters and has overseen the preparation of this governance statement accordingly.

In March 2018, AIM Rule 26 was amended to require all AIM companies to disclose details of a recognised corporate governance code that its Board of Directors has decided to apply, how the Group complies with that code and, where it departs from its chosen corporate governance code, an explanation of the reasons for doing so.

Since then and to assist the Board’s aim to operate as effectively as possible, the Board has formally applied the principles of the Corporate Governance Code published by the Quoted Companies Alliance (the QCA Code) to ensure compliance with AIM Rule 26 and for the production of the Group’s Annual Report and Accounts.

Board discussions are conducted openly and transparently, which creates an environment for sustainable and robust debate. In the year, the Board has constructively and proactively challenged management on Group strategies, proposals, operating performance and key decisions, as part of its ongoing work to assess and safeguard the position and prospects of the Group.

Key risks and uncertainties affecting the business are regularly assessed and updated. The Board challenges management to ensure appropriate risk mitigation measures are in place. The Board has completed a full, specific review of the Group’s key risks and uncertainties (page 36 of the 2020 Annual Report), in light of the new and emerging risks or uncertainties arising from the Group’s strategic growth plans and the wider economic, political and market conditions. As part of a critical review of the Group’s procedures, a rolling risk review process has been developed which seeks to ensure that risks are constantly monitored, assessed and quantified, so that action may be prioritised by the Board accordingly.

The incidence of the Covid-19 pandemic this calendar year has resulted in unprecedented times. Noting that uncertainty is commonplace in the world both economically and societally, the Board of D4t4 has recognised that now more than ever there is a need for strong leadership. Since March 2020 the Board has embarked on holding additional meetings to coordinate the operations of the business, whilst ensuring the safety and welfare of its employees is of paramount importance.

Whilst the current composition of the Board demonstrates a wide balance of skills, our Nomination Committee has been working to further strengthen the balance of independent Non-Executives on the Board and good progress has been made in the last year towards achieving full compliance with the QCA Code.

Finally, the Board continues to engage with shareholders and welcomes ongoing dialogue throughout the year. Due to the pandemic, this year’s AGM will most likely have to be a closed meeting but I welcome your participation in the accompanying online investor meeting immediately afterwards.

A statement of the Directors’ responsibilities in respect of the accounts is set out on page 64 of the 2020 Annual Report.

By order of the Board
Peter Simmonds
Non-Executive Chairman
29 June 2020

Statement of corporate governance

Section 172 Statement

The Board recognises the importance of setting high standards of corporate governance and complying with all legal requirements. In particular, the Directors are required to act in accordance with a set of general duties as detailed within section 172 of the UK Companies Act 2006. These duties are summarised as follows;

“A Director of a Company must act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so, have regard (amongst other matters) to:

  • The likely consequences of any decisions in the long-term;
  • The interests of the Group’s employees;
  • The need to foster the Group’s business relationships with suppliers, customers and others;
  • The impact of the Group’s operations on the community and environment;
  • The desirability of the Group to maintain a reputation for high standards of business conduct; and
  • The need to act fairly as between shareholders of the Company.”

By formally applying the principles of the Corporate Governance Code published by the Quoted Companies Alliance, the Directors feel they demonstrate compliance with the requirements of Section 172 of the UK Companies Act (2006).

The table below sets out how each of the specific matters mentioned in Section 172 is related to the principles of the QCA Code and the relevant sections within the Statement of Corporate Governance.

The likely consequences of any decisions in the long-term Please refer to Principle 1 – “Establish a strategy and business model which promote long-term value for shareholders” and Principle 9 – “Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board”.
The interests of the Group’s employees Please refer to Principle 3 – “Take into account wider stakeholder and social responsibilities and their implications for long-term success”. Particular attention is drawn to the section on staff.
The need to foster the Group’s business relationships with suppliers, customers and others Please refer to Principle 3 – “Take into account wider stakeholder and social responsibilities and their implications for long-term success”. Particular attention is drawn to the sections on clients, suppliers and industry bodies.
The impact of the Group’s operations on the community and environment Please refer to Principle 3 – “Take into account wider stakeholder and social responsibilities and their implications for long-term success”. Particular attention is drawn to the sections on communities and the environment.
The desirability of the Group to maintain a reputation for high standards of business conduct Please refer to Principle 8 – “Promote a corporate culture that is based on ethical values and behaviours”.
The need to act fairly as between the shareholders of the Group Please refer to Principle 1 – “Establish a strategy and business model which promote long-term value for shareholders” and Principle 2 – “Seek to understand and meet shareholder needs and expectations”.

This statement explains how D4t4 Solutions plc has applied the main and supporting principles of corporate governance and describes the Group’s compliance with the provisions of the QCA Corporate Governance Code (2018).

For the purposes of clarity and candour, the description of how the Group complies with the ten key principles of the QCA Code begins with a summary of the two areas where the Group does not yet fully comply, followed by a review of each of the principles in turn.

No significant corporate governance matters arose during the period covered by the 2020 Annual Report nor subsequently to the date of this statement on which it was considered necessary for the Board or any of its Committees to seek external advice.

The Board consults with its Nominated Adviser and other professional advisers on routine matters arising in the ordinary course of its business.

Exceptions to the application of the QCA Code

The following table summarises the specific areas within one of the principles where the Board considers that the Group does not fully comply, or may be perceived as not fully complying, with the QCA Code.

Principle 5
(Maintain the Board as a well-functioning, balanced team led by the Chair)
Exceptions and explanations
Application: The Board should have an appropriate balance between Executive and Non-Executive Directors. At the beginning of the period covered by the 2020 Annual Report, the Board consisted of eight members, five Executive and three Non-Executive. In the course of the year C Warren and M Tod resigned, whilst on 1 December 2019 M Biddulph was appointed as a Non-Executive member. This meant that at the year end the Board comprised three Executive and four Non-Executive members. This means that at 31 March 2020 the general expectation that at least half of a Board should be independent Non-Executives has been satisfied. It should be noted however that C Irvine was formally appointed to the Board on 30 April 2020.
Principle 6
(Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities)
Exceptions and explanations
Application: The Board should contain the necessary mix of experience, skills, personal qualities (including gender balance) and capabilities to deliver the Group’s strategy over the medium to long term. The male to female ratio on the Board is presently 7:1 and there are currently no female Executive Directors. We believe that this reflects a strong gender bias in the technology industry as a whole, and the Board remains confident both that the opportunities in the Group are not excluded or limited by any diversity issues (including gender) and that the Board nevertheless contains the necessary mix of experience, skills and other personal qualities and capabilities necessary to deliver its strategy.

The Principles of the QCA Code

Principle 1 - Establish a strategy and business model which promote long-term value for shareholders

The Board’s shared view of the Group’s purpose, business model and strategy, and the values underpinning them, are detailed in the Strategic Report within pages 14 to 33 of the 2020 Annual Report as follows:

  • “Powering Digital Transformation” (pages 14 to 19).
  • “Mission and strategy” (pages 20 to 21) considers how D4t4 Solutions seeks to realise its’ vision of earning high-margin, recurring revenues.
  • “Business model” (pages 24 to 25) reviews D4t4 Solutions’ key strengths, capabilities and values.
  • “Our Intellectual Property” (pages 26 to 31) explains what D4t4 Solutions’ services and products are.

The Group’s approach to delivering long-term value for shareholders is addressed in the Statement of the Chief Executive Officer on pages 6 to 9. Pages 32 to 33 set out the Group’s four-pronged “Growth acceleration plan” and pages 36 to 38 (“Principal risks and uncertainties”) detail the key risks faced by the business and how these continue to be addressed.

Principle 2 – Seek to understand and meet shareholder needs and expectations

Relations with shareholders and dialogue with institutional shareholders

The Board as a whole is responsible for ensuring that a dialogue is maintained with shareholders based on the mutual understanding of objectives.

Members of the Board meet with major shareholders on a regular basis, including presentations after the Group’s announcement of the year-end results and at the half year.

In addition to regulatory news announcements the Directors have published the annual report and accounts, the annual results presentation, the half year results and announcements on new contract wins as they arise.

In the period from 1 April 2019 to the date of this corporate governance statement, the following activities and events with stakeholders have been arranged with the view to:

  • Communicating the Group’s business model, strategy and values,
  • Provide financial updates and explanations sought by shareholders, and
  • Engage with shareholders to fully understand their needs and expectations.
Date Description of engagement Group participants Notes
June 2019 Preliminary results roadshow P Kear, C Warren  
August 2019 AGM Directors Shareholders invited to attend with Q&A session
November 2019 Interim results roadshow P Kear, C Irvine  
June 2020 Preliminary results roadshow P Kear, C Irvine  
August 2020 AGM (scheduled 6 August) Directors Shareholders invited to attend with Q&A session
Various Shareholder/potential shareholder meetings P Kear, C Irvine  

The Board is kept informed of the views of shareholders and other stakeholders at each monthly Board meeting through a report from the Chief Executive Officer together with formal feedback on shareholders’ views gathered and supplied by the Group’s advisers. The views of private and smaller shareholders, typically arising from the AGM or from direct contact with the Group, are also communicated to the Board on a regular basis.

P Simmonds is available to shareholders if they have concerns where contact through the normal channel of Chief Executive Officer has failed to resolve or for which such contact is inappropriate. P Simmonds can be contacted through the UK head office contact information shown on our website.

Constructive use of the AGM

The Board uses the AGM to communicate with private and institutional investors and welcomes their participation. At these meetings, shareholders are asked to confirm that their questions have been successfully answered.

All members of the Board attended the Group’s AGM held on 23 August 2019 but in light of the Covid-19 pandemic, this year it will most likely have to be a closed meeting. As mentioned on page 42, P Simmonds as Chairman is encouraging all shareholders to participate in an online investor meeting immediately after the formal AGM to ensure they have the opportunity to ask questions.

After the year end and interim results roadshows, the Group’s Nominated Adviser consults with attendees for feedback to ensure that future presentations encapsulate their requirements where possible.

Principle 3 – Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board is fully aware that the long term success of the Group relies upon maintaining successful relationships with a range of different stakeholders, both internal and external. The table below identifies who the key stakeholders are and how we engage with them.

Stakeholders Reason for engagement How we engage
Staff Our ability to provide an industry leading software and services business is dependent upon good communications within our organisation. We have identified our internal values in order to recruit and maintain talented and motivated staff. These values form the basis of all communications which are sought through internal appraisals and regular cross-functional meetings. There are also regular opportunities for the staff to engage with other parts of the organisation and recognise the successes of others. Examples include fortnightly staff breakfasts and quarterly Group-wide “Town Hall” meetings, which are held to provide staff with an operational and sales update on what is happening within the business and ask any questions they may have of any of the Executive Team.
Clients Understanding current and emerging requirements of clients enables us to develop new and enhanced services, together with software to support the fulfilment of those services. We have account managers and account directors whose primary responsibility is to engage with our clients to understand and develop our products and services so that we can work with them to exceed their requirements. In relation to our own IP products we seek formal and informal feedback on product roadmap and enhancements via our support offering and annual user group meetings.
Suppliers Our relationships with our suppliers are key to the core success of our business. We treat all suppliers as individuals, build long term collaborative relationships and where possible work within the local community. Our partnership and purchasing teams seek to build ongoing communication with our suppliers so that feedback can be received and acted upon. We seek to ensure that supplier invoices are processed and paid promptly.
Shareholders As a public company it is vital that we build relationships with our shareholders so that we can both inform them of our successes and listen to their guidance. This is achieved in several ways:
  • Regulatory news releases
  • Investor relations section of the website
  • Annual and half-year reports and presentations
  • AGM
  • Capital markets and Technology demo events
Our intention is to engage with our shareholders to inform them of our successes and to listen to the question and comments. This feedback is usually received at the AGM and the investor presentations.
Industry bodies Information security is fundamental to our business, clients, partners, suppliers and associated data subjects and so we ensure that our policies and procedures provide a cohesive approach to this important area. We have an established information security management system which encompasses independently audited ISO27001 and PCI DSS controls, industry best practices, as well as latest regulatory requirements including General Data Protection Regulations (GDPR) and the UK Data Protection Act (2018). Our experienced Information Security Committee ensure that governance, risk and compliance is actively managed and that our policies and procedures evolve to meet ongoing requirements.
Communities We consider that it is important to be a business that makes a positive contribution to local economies and is attractive as an employer and partner. We look to recruit locally experienced staff and through the local universities, both in the UK and India. We employ local suppliers where possible and throughout the year, we encourage staff to identify charities that they have an affiliation with for the Group as a whole to support.
Environment Irrespective of our status as a public company, it is part of our ethos to conduct business operations that minimise any adverse impact on the climate these may have. We endeavour to use technology wherever possible such that meetings with both internal and external stakeholders can be held online, thus reducing the need for travel. This further extends to allowing employees to work at home on occasion, further reducing commuting costs on both economic and environmental grounds. In addition, our HQ at Sunbury was recently refurbished using the latest standards in insulation, lighting, heating and energy waste reduction and is now fully powered using 100% renewable energy sources.

Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board’s risk management controls and mitigation strategies are described in the 2020 Annual Report at pages 36 to 38 (“Principal risks and uncertainties”) and page 51 (“Control environment”).

The Directors and operating Company management have a clear responsibility for identifying risks facing the business and for putting in place procedures to mitigate and monitor risks. To this end the Company has a Risk sub-Committee appointed by, and reporting directly to, the Board. It consists of one Non-Executive Director, two Executive Directors, a senior member of the finance team and a senior member of the Operations team (the Information Security and Process Manager); other members of the Company can be seconded to the Committee as required.

The remit of the sub-Committee is to examine the vulnerability of the Group to all types of risk, the mitigation of such risks, maintain the risk register to properly reflect this and to report back to the Board with any changes in, or new areas of, vulnerability to risks and recommendations for mitigation.

This is done at three levels:

  • A review of the risk register is included in the monthly Board pack.
  • A quarterly report provided to the Board.
  • A formal assessment of risks during the annual budget process.

The Risk Committee meets every two months, or more often as required, and on each occasion reviews two areas of the corporate risk register in detail to assess the vulnerability of the Group to risks under consideration and how to mitigate such risks. Employees from within the relevant areas of the business are invited to help provide a more informed opinion of which risks are key and how they can be managed. The Committee report back to the Board with any changes in, or new areas of, vulnerability to risks and recommendations for mitigation. The Covid-19 pandemic is an example of an occasion when the Risk Committee has convened more frequently in order to review the register for any changes to the level of risk due to the pandemic and the emergence of any new issues which may require mitigation.

Principle 5 – Maintain the Board as a well-functioning, balanced team led by the Chair

Composition

Directors’ biographies are shown both in the 2020 Annual Report on pages 40 to 41 and on the Group website.

At 31 March 2020, the Board comprises seven members, made up of three Executive Directors and four Non-Executive Directors. C Irvine was appointed to the Board on 30 April 2020.

Having reviewed their respective lengths of service, the size of individual shareholdings where applicable and any prior roles or relationships with the Group, the following Non-Executive Directors are considered independent at the date of this corporate governance statement:

  • P Simmonds (Chair)
  • P Whiting
  • M Biddulph

P Simmonds and P Whiting are considered independent, despite being shareholders of the Company, as their shareholdings are not deemed as significant as defined by the AIM rules. J Lythall is not considered independent due to the fact that prior to 1 April 2016 he acted in the capacity of Chief Executive Officer of the Group.

The Board does not consider it necessary to appoint an independent Director to a formal “Senior Independent Director” role.

All Directors are subject to election by shareholders at the first AGM immediately following their appointment and thereafter are subject to re-election at intervals of no more than three years. All Non-Executive Directors are appointed for fixed terms in line with corporate governance requirements, although those Non-Executive Directors whose independence may be called into question are subject to re-election annually. The Non-Executive Director currently subject to annual re-election is J Lythall, as described above.

All of the Executive Directors are full-time employees of D4t4 Solutions plc.

Operation of the Board

The Board is responsible to shareholders for the proper management of the Group. A statement of the Directors’ responsibilities in respect of the financial statements is set out on page 64 and a statement of going concern is given on page 61.

The Board meets at least once a month. The formal schedule of matters specifically reserved to it for decision was reviewed and adopted by the Board on 27 May 2020 and will be reviewed annually.

Other matters are delegated to the Executive Directors, supported by policies for reporting to the Board. Presentations are made to the main Board at each monthly meeting by the Executive Directors and also on regular occasions by operational management.

The Company Secretary is responsible to the Board for ensuring that Board procedures are followed, and that applicable rules and regulations are complied with and for advising the Board, through the Chairman, on corporate governance matters. The Group maintains appropriate insurance cover in respect of any legal action against the Group’s Directors and the Company Secretary, but no cover exists if a Director is found to have acted fraudulently or dishonestly.

The Non-Executive Chairman and Non-Executive Directors are able to meet without Executives present prior to each Board meeting. The agenda and relevant briefing papers are distributed in advance of each Board meeting.

When Directors have concerns which cannot be resolved about the running of the Group or a proposed action, these concerns are recorded in Board minutes. Upon resignation, a Non-Executive Director is asked to provide a written statement to the Chairman for circulation to the Board if there are any such concerns.

Commitment

All Directors are expected to attend the monthly meeting of the full Board, or to make themselves available to join the meeting by telephone, and to attend all meetings of any Committee(s) of which they are members. In addition, the Directors are expected to attend strategy and business planning meetings each year. The Non-Executive Directors are expected to make themselves available at all reasonable times for consultation by other members of the Board.

Prior to each monthly Board meeting the Directors receive a detailed pack which includes:

  • Board meeting agenda
  • Minutes from previous Board meeting
  • Board pack which includes financial summary, update on each part of the business, strategy execution update and risk assessment update
  • Papers as required for additional items requiring Board attention.
Meetings and attendance

The following table summarises the number of Board, Audit Committee, Nomination Committee and Remuneration Committee meetings held during the period covered by the 2020 Annual Report and the attendance record of individual Directors at those meetings:

  Board Audit Nomination Remuneration
MG Boxall 13/13 - - -
JL Dodkins 12/13 - - -
PJ Kear 13/13 - 2/2 -
J Lythall 11/13 - - 3/3
PA Simmonds 13/13 1/1 2/2 3/3
PF Whiting 11/13 1/1 2/2 3/3
M Biddulph (appointed 1 December 2019) 5/5 - 1/1 -
MA Tod (resigned 30 September 2019) 6/6 - - -
CE Warren (resigned 3 July 2019) 3/3 - - -
Non-statutory director attendance
CC Irvine (appointed CFO 1 October 2019,
appointed statutory Director 30 April 2020)
7/7 - - -

The Board met monthly as in prior years but also had an additional meeting in March to discuss, amongst other matters,the Covid-19 pandemic and consider what actions the business should take to ensure its employees were as protected as possible whilst continuing to execute the business strategy.

Principle 6 – Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The 2020 Annual Report includes, at pages 40 to 41 particulars of the Directors who held office throughout the financial year to 31 March 2020 (apart from C Warren and M Tod who both resigned earlier in the year).

It is Board policy that Executive Directors receive suitable training for their position, which is considered as part of the appraisal process.

The Chairman ensures that Directors update their skills and knowledge required to fulfil their roles on the Board and Committees. Ongoing training is provided as necessary and includes updates from the Company Secretary on changes to the AIM rules, requirements under the Companies Act and other regulatory matters. Directors may consult with the Company Secretary at any time on matters related to their role on the Board. More detail on the experience and capability of the Directors is included in their biographies on the corporate website.

On 1 December 2019 M Biddulph was appointed as an additional independent Non-Executive Director and as a member of the Board’s Nomination Committee (to which she was appointed Chair in March 2020). Her biography can be found in the 2020 Annual Report on page 41 and on the Group website.

External Advice

No significant matters of a corporate governance nature arose during the period covered by the 2020 Annual Report nor subsequently to the date of this statement on which it was considered necessary for the Board or any of its Committees to seek external advice, although the Board consults with its Nominated Adviser and other professional advisers on routine matters arising in the ordinary course of its business.

Principle 7 – Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Board annually reviews the effectiveness of itself, its Committees and the individual Directors in the following manner:

  • The role of the Committees is considered by the Executive Directors without the presence of the Non-Executive Directors.
  • The Chairman and CEO examine the contribution and effectiveness of the individual Directors with regard to their line role and contribution at Board meetings.
  • The whole Board examines its purpose and effectiveness with regard to identified key areas.
  • The whole Board considers its structure, size and composition with particular regard to the skills, knowledge and experience of its members and otherwise as advised by the Nomination Committee.

In addition, a formal Board effectiveness evaluation process is conducted biannually. The process involves all Directors completing a detailed individual evaluation of Board performance, which covers effectiveness in several areas including Board composition, Board information, Board process, internal control and risk management, Board accountability, CEO/Senior management and Standards of conduct.

The results of these evaluations are interpreted by an independent Non-Executive Director, with support from the Chairman, and outputs plus any associated recommendations are reviewed by the Board as a whole, with progress on any actions arising monitored at the monthly Board meetings.

The results of the second evaluation, carried out during early 2020, were interpreted by M Biddulph and presented to the Board at the meeting held in April 2020. Improvements in a number of areas were noted, for example Board composition and size, and risk management. Areas were identified for action or closer monitoring, with a focus on succession planning and long-term strategy.

As the business expands and as part of succession planning, the Executive Directors will be challenged to identify potential internal candidates who could potentially occupy Board positions and set out development plans for these individuals.

Principle 8 – Promote a corporate culture that is based on ethical values and behaviours

Our long-term growth strategy incorporates our objectives and the business model set out in the strategic report. It is also underpinned by our core values, which were redefined following a staff consultation process and are split between client and internal values.

Values
Innovation

D4t4 Solutions is dedicated to the development of innovative technology that provides insight into your business, drives value from your data and pragmatically addresses your challenges.

Security

D4t4 Solutions’ advanced technology collects, manages and enables analysis of your data, supporting it with the utmost care for its security.

Trust

D4t4 Solutions takes pride in its relationships with clients, working hard to understand your business needs and developing trust through professional and responsive service provision.

Collaboration

D4t4 Solutions augments its own technology by collaborating with industry partners that provide further opportunities for engendering the long-term success of your operation.

Pride

D4t4 Solutions will be a Group in which we can be proud of our achievements, delivering the highest standards of quality and being confident in our ability to satisfy our clients’ needs.

Recognition

D4t4 Solutions will acknowledge the value of all employees and recognise their contribution to the Group’s ongoing success.

Teamwork

D4t4 Solutions will create an environment of innovation in which we work together as a team to develop pioneering technology that solves our clients’ challenges.

Engagement

D4t4 Solutions will be a workplace in which all employees are engaged with our business and are empowered to get involved with our communications and decision- making processes.

The culture of the Group is characterised by these values which are communicated regularly to staff through internal communications and forums. These core values are also communicated to prospective employees in the Group’s recruitment programmes and are further embedded within the induction process.

The Board believes that a culture that is based on the core values is a competitive advantage and consistent with fulfilment of the Group’s mission and execution of its strategy.

The Board has a high proportion of Executive Director representation which means communication and feedback between the business and the Board is very well established. Recognition and respect of appropriately ethical values and behaviours within the organisation is therefore both well monitored and promoted. Engagement between the Board and the organisation via these Executive Directors is therefore deemed to be all-inclusive.

Ethical business practices

The Group is committed to corporate sustainability and to applying the highest standards of ethical conduct and integrity to its business activities in the UK and overseas. The Group does not tolerate any form of bribery: the Directors and senior management are committed to implementing and enforcing effective systems throughout the organisation to prevent bribery in accordance with its obligations under the Bribery Act 2010.

Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

Roles and Responsibilities of Directors

The 2020 Annual Report includes, at pages 40 to 41, descriptions of the individual roles and responsibilities of the Chairman, Chief Executive Officer and other Directors.

The Board and its Committees composition

The Board is currently comprised of the Non-Executive Chairman, four Executive Directors and three Non-Executive Directors.

The roles of Chairman and Chief Executive Officer are distinct, set out in writing and agreed by the Board. The Chairman is responsible for the effectiveness of the Board and ensuring communication with shareholders, and the Chief Executive Officer is accountable for the management of the Group.

Non-Executive Directors constructively challenge and assist in the development of strategy. They scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.

The Board has not appointed a Senior Independent Non-Executive Director, but currently this role is performed by the Chairman.

The Company Secretary is J Thorne, a solicitor of over 25 years standing, who was appointed to the role on 27 July 2017. He is not a Director of the Group.

To deal with specific aspects of the Group’s affairs, the Board has formed certain Committees. Each of these Committees is governed by terms of reference available upon request from the Company Secretary.

Details of the membership, roles, responsibilities and activities of the Audit, Nomination and Remuneration Committees are described in more detail in the individual Committee reports commencing on page 53 of the 2020 Annual Report. The Chair of each Committee reports to the Board on the activities of that Committee.

The terms of reference for each of the Audit, Nomination and Remuneration Committees can be found in the Annual Report on pages 53 to 55 and on the Group website.

Evolution of governance framework

In March 2018 the QCA Code was formally selected as the appropriate recognised corporate governance code to be applied for the purposes of AIM Rule 26. The Board monitors the requirements of this code on an annual basis and revises its governance framework as appropriate as the Group evolves.

As part of ongoing governance efforts, the Group decided in the year ended 31 March 2019 that an extra Committee should be formed to review risk throughout the organisation. In March 2019, the first sitting of this Risk Committee took place. The Committee was formed to establish and review that the Group are performing risk management throughout the organisation (and, to emphasise the point, not trying to perform the risk management itself).

As the Group continues to grow the Board fully recognises both the importance and the need of the governance framework to continue to evolve, as evidenced in very recent times by additional consideration of matters reserved for the Board, the newly created Risk Committee and external advice being sought to assist the Remuneration Committee in making its decisions. Consideration of the need to further enhance the governance framework will attract ongoing focus with the Group.

Principle 10 – Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

A range of forums exist at which the functioning of the Group is critically appraised and where opportunities exist for stakeholders to challenge management and hold them to account for the Group’s performance.

Board Committees

A description of the work of the Board’s Committees in the financial year to 31 March 2020, including a report from each of the Audit, Nomination and Remuneration Committees, is set out at pages 53 to 55 of the 2020 Annual Report.

The work of the Nomination Committee resulted in the appointment on 1 December 2019 of Monika Biddulph as an independent Non- Executive Director.

Votes at General Meetings

All resolutions put to the AGM held on 22 August 2019 were passed by majorities of not less than 90% of the votes cast.

The most recent results for the Group, together with Annual Reports for the preceding ten years and notices of all General Meetings, can be found on the Group’s website.

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