The functionality of the new solution surpassed our current business demands and had the capacity and flexibility to manage our future requirements.

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2007 Annual Report

Directors

Board of Directors

The board is broadly balanced with three executive and three non-executive directors. All executive directors are subject to election by shareholders at the first opportunity after their appointment and to re-election at regular intervals thereafter.
The board meets on a monthly basis and retains full and effective control of the Group. Additional meetings are arranged as appropriate to consider Group strategy, acquisition and disposal strategies, internal controls and risk analysis, and the annual budget. Day to day management of the Group is delegated to the management team, which comprises the executive directors and five senior divisional directors.

Directors:

Christopher Winn, Executive Chairman
After graduating from Nottingham University, Christopher worked at British Olivetti for two years. In 1974 he joined Applied Computer Techniques which later became ACT Group plc, (the second UK IT company floated on the London Stock Exchange in 1979). He served on the ACT Group Board between 1983 and 1994 and undertook a number of senior roles including the management of several mergers and acquisitions. In 1995 he joined the former Sanderson Group and became Group Chief Executive. By 1999 turnover had risen to £100 million and in December of that year he led a management buyout of the former Sanderson Group backed by the Alchemy Plan. Following the take private he carried out a restructuring of the former Group and in 2002 focused on the Sanderson business.

David O’Byrne, Managing Director
David has over 30 years' experience in the software and IT services sector. His early career was spent in a number of senior technical and managerial roles in commercial and software companies. He joined the former Sanderson Group in 1986 to form their Local Government business, was appointed Managing Director of the public sector business in 1994 and managed the rapid growth of this business prior to his appointment as Managing Director of Sanderson in April 2002.

Adrian Frost, Finance Director
A graduate of Sheffield University, Adrian qualified as a Chartered Accountant whilst working for RSM Robson Rhodes. He left the profession in 1996 and joined Hadley Industries plc as Group Financial Controller. Adrian joined Sanderson in 2000, shortly after the management buyout, and worked closely with the Board in restructuring the former Group into three separate businesses – Sanderson, Civica and Talgentra. Adrian was appointed Finance Director of Talgentra following the formal demerger of the Group, and rejoined Sanderson Group plc in May 2005.

David Gutteridge, Non-Executive Director
David is currently Chairman of Global Computer Holdings Limited, an IT infrastructure solutions provider, and acts as an independent consultant involved in strategic business development and corporate transactions. He is a member of the Chartered Institute of Management Accountants. He was co-founder of Financial Objects plc in 1995 and, as Finance Director and then Chief Operating Officer, led several acquisitions and the full listing on the London Stock Exchange in 1998. Prior to this he held a number of senior financial and commercial roles at ACT Group plc, Seiko Epson Ltd and Logica plc. David is the senior independent non-executive director.

Philip Kelly, Non-Executive Director
Philip Kelly is an Non-Executive Director of Radius Solutions (UK) Limited (formerly a wholly owned subsidiary of Radius plc, which was taken private with funding from the Alchemy Plan in 1998). He is also a non-executive director of Coalition Holdings Limited, a provider of technical and desktop services. He has over 20 years' experience as the Chief Executive of private and publicly quoted software companies supplying the commercial and public sectors in the UK, Europe and the USA. Philip had previously worked for Digital Equipment and 3i Consultants. Philip was nominated for appointment to the Board by Alchemy Partners.

John Paterson, Non-Executive Director
John Paterson has extensive City experience as an investment analyst. He was Managing Director of Albert E Sharp Securities stockbrokers from 1993 until the acquisition of Albert E Sharp by Old Mutual in 1998, and he was instrumental in setting up Arden Partners in 2002 where he was a Director until November 2004.

Corporate Governance statement:
As the Company’s shares are traded on AIM, the Company is not required to report on compliance with the Combined Code on Corporate Governance (“Combined Code”). However, the Company is committed to high standards of corporate governance and has adopted the following recommendations of the Combined Code.

Board committees
The board has established three committees each consisting of, as a minimum, the three non-executive directors. Each committee has defined terms of reference.
The Audit Committee is chaired by David Gutteridge, and meets at least twice a year with the executive directors and representatives of the external auditors in attendance. The Committee’s duties include the review of interim and preliminary announcements, compliance with accounting standards, consideration of the Annual Report and Accounts prior to submission to the board for approval, the appointment and remuneration of the external auditors together with their scope of work and consideration of their findings, and the review of internal controls.
The Remuneration Committee is chaired by John Paterson, and is referred to below.
The Nominations Committee comprises the non-executive directors and Christopher Winn, and is responsible for making recommendations on the appointment of additional directors and for reviewing the composition of the board and the board committees. It is chaired by Christopher Winn.

Directors' remuneration
As a member of AIM the Company is not obliged to comply with the provisions of the Directors’ Remuneration Report Regulations 2002. However, as part of its commitment to best practice, the Company adheres to the principles of good governance when deciding remuneration strategy and has delegated responsibility for remuneration policy to the Remuneration Committee.

The Remuneration Committee meets at least once a year, and its broad responsibility is to ensure the remuneration packages of the executive directors and senior management are competitive and designed to attract, retain and motivate individuals of high quality. The Remuneration Committee is made up of the three non-executive directors, and is chaired by John Paterson.

The policy of the Group on directors’ remuneration is to provide competitive packages that reward Group and individual performance. Remuneration packages comprise a basic salary, an annual performance-related bonus, pension contributions and other benefits. Where appropriate, participation in share incentive plans are also offered.

Internal control
The board is responsible for establishing and maintaining the Group’s system of internal controls. Internal control systems are designed to meet the particular needs of the Group, and to address the risks to which the Group is exposed. By their nature, internal control systems are designed to manage rather than eliminate risk, and can provide only reasonable and not absolute assurance against material misstatement or loss. The board has adopted a policy of continuous improvement by regular review for assessing the adequacy of internal controls.

Shareholder communication
The directors seek to visit institutional shareholders at least twice a year. In addition all shareholders are welcome to attend the Annual General Meeting, where there is an opportunity to question the directors as part of the agenda, or more informally after the meeting. Communication with shareholders is seen as an important part of the board’s responsibilities, and care is taken to ensure that all price sensitive information is made available to all shareholders at the same time.

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