Board meetings

Board meetings are scheduled a year in advance to ensure full attendance where possible and all Directors receive papers sufficiently in advance of meetings to enable due consideration. Following Board and Committee meetings, the Board receives copies of the minutes at the next Board meeting and can raise any queries or concerns with the Board or Committee Chairs.

Key matters dealt with by the Board in 2024 included: 

• Group budgets and five-year plan;
• reviewing and monitoring the Group strategy and progress against business objectives;
• operational and financial performance of the Group;
• monitoring progress of projects being undertaken by the Group;
• the approval of the Financial Statements and dividend policy;
• considering the risk registers and the outcome of the risk review, as reviewed in detail by the Audit Committee;
• the approval of the half-year and full-year financial results, upon the recommendation of the Audit Committee;
• the re-appointment of RSM UK Audit LLP as external auditor, upon the recommendation of the Audit Committee;
• reviewing and approving the annual update to the Group’s approach to meeting the requirements of the Modern Slavery Act 2015;
• reviewing and approving the Group’s Anti-Bribery and Corruption Policy;
• approval of large contracts and bids;
• approval of large capital expenditure projects;
• Chair recruitment;
• Chief Executive Officer passing and succession;
• Board and senior management succession planning and general recruitment and retention;
• Committee reports and recommendations;
• review of corporate governance reporting and the Group’s policies and procedures;
• reviewing the IT strategy;
• reviewing the HR strategy;
• reviewing the findings of the 2024 Employee Opinion Survey;
• reviewing the findings of the 2024 Customer Opinion Survey; and
• reviewing the Group’s product development roadmap and technological developments in the industry.

Board performance and effectiveness

Induction

The Company’s policy is for all new Directors to undertake a formal and comprehensive induction to the Group upon joining the Board. The induction process is undertaken by the Company Secretary and HR team. On acceptance of appointment, all Directors are provided with an induction pack, which includes: their appointment letter and terms; latest accounts and constitutional documents; the business plan; investor presentations; protocol for conflicts of interest; Directors’ duties; Group Share Dealing Code and Group policies; Board meeting procedures and matters reserved; Board minutes and papers from previous meetings; and meeting dates and contact details. Substantive induction to the Group’s businesses is provided through meetings with senior management and site visits to the Group’s operations.

Independent advice

All Directors are able to take independent professional advice in the furtherance of their duties, if necessary. In addition, the Directors have direct access to the advice and services of the Company Secretary.

Performance evaluation

Due to significant changes in the Board during the year (Chair, Chief Executive Officer and Audit Committee Chair) and to give the Board time to develop and allow new members the opportunity to settle in, the next formal Board evaluation will be completed during 2026.

Independence

The 2018 Code recommends that an AIM company should have at least two independent Non-Executive Directors, but clarifies that independence is a Board judgement. All three of the Company’s Non-Executive Directors: Alison Vincent, Andrew Lockwood and Jon Kempster are considered independent and form an effective team with a blend of skill sets which meet the needs of the Company and are fully committed to working for the benefit of all shareholders and stakeholders.

Succession planning

Retaining and developing our best people is critical to our success.

During the year, there have been substantial changes to the Board, with Steve Coggins stepping down as Interim Chair and Audit Committee Chair after many years of involvement with Synectics. This resulted in the appointment of Bob Holt as Chair, and the subsequent appointment of Jon Kempster as Audit Committee Chair and Independent Non-Executive Director. In August, following the sudden passing of Paul Webb, Chief Executive Officer, Amanda Larnder stepped up to fill the role of Interim Chief Executive Officer, whilst continuing on in her role as Chief Financial Officer at the same time. Amanda was formally appointed Chief Executive Officer in November and continues to oversee the Company’s finance and administrative functions until her replacement as Chief Financial Officer is appointed, the search for which is well underway. The Board changes during the year have improved the size and composition of the Board, and the Directors now believe that it is an appropriate size and is sufficiently independent, balanced and contains a breadth of experience to provide effective oversight of the Group’s strategy, performance, resources, and standards of conduct.

The Group recognises the benefits of having a diverse Board, senior management team and workforce in general and seeks to recruit and develop the best-qualified candidates to support and achieve the Group’s long-term strategic and business objectives. The Group monitors and encourages diversity across the whole workforce in terms of gender, skills, culture, disability and ethnicity and believes such diversity contributes to the success of the Group.

Amanda and the senior leadership team are responsible for formulation of the proposed strategic focus for submission to the Board, the day-to-day management of the Group’s businesses and its overall trading, operational and financial performance in fulfilment of the strategy, plans and budgets approved by the Board of Directors, as well as managing key business risks.

Appointments to senior management and Board positions are made following a robust search and selection process, typically with the assistance of specialist search agencies.

Succession planning for Board and senior management is a function of the Board, which fulfils the responsibilities of a Nominations committee. The functions of a Nominations Committee are undertaken by the Board as a whole. Where necessary and appropriate, a nominations sub-committee is appointed temporarily to fulfil specific tasks. Given the size of the Group, and the size and composition of its Board, the Directors believe it is both practical and beneficial for matters of Board composition and recruitment, Board performance evaluation, Executive and Non-Executive succession planning, and training and development to be undertaken by the Board as a whole. All such matters are regularly scheduled on the Board’s agenda and are discussed thoroughly and robustly, incorporating the detailed perspectives and experience of all Directors.

The Group aims to offer appropriate remuneration packages and incentive arrangements, together with an agile environment which encourages and rewards excellent performance, in order to mitigate this risk. In addition the Group actively reviews its succession planning objectives and, in recent years, has increased its focus on personal development reviews and the provision of relevant training for all employees.