The Board has a legal obligation to promote the interests of the Group, and the members of the Board are collectively responsible for defining the Group’s corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Executive Chairman.
The Board consists of seven directors of which four are executives and three are non-executives, one of whom, Ricard Longdon was appointed during the year. The Board has and will continue to evolve to support the strategic objectives of the Group
In May 2018 significant changes were made to the Board structure and the roles of three members of the Board were changed. These changes were designed to optimise the talent and expertise within the Group and to provide a structure that ensures the Board's skillset remains aligned to the Group's ongoing growth strategy.
David Hornsby moved from the role of Chief Executive Officer to become the Group's Executive Chairman. The Board has a clear strategic objective to grow the business both organically and through further acquisitions. Having led Ideagen's significant growth since 2009, David now has responsibility for Ideagen's medium and long-term growth plans and his particular areas of focus include Group strategy, M&A and Investor Relations. David will continue to be involved with Ideagen on a full-time basis but will not be involved in the day to day operational management of the Group. Since that change David has led the successful acquisitions of Qualsys, Workrite, Optima, Redland, InspectionXpert, Morgan Kai and Scannell.
Ben Dorks, formerly Ideagen’s Chief Customer Officer, succeeded David to become Ideagen's Chief Executive Officer in May 2018. In this role, Ben has building upon his previous leadership responsibilities and his focus is on the Group's overall operational performance, customer acquisition and retention and product development. Under Ben’s leadership the Group has continued to flourish meeting all its business objectives.
In July 2020 Emma Hayes joined the Board as Chief Financial Officer replacing Graeme Spenceley who retired from the Board. Emma joined the Group from Severn Trent plc where she was Group Finance Director, Capital Delivery & Commercial. Previously Emma spent 10 years at Deloitte LLP as a Corporate Finance Director and qualified as a chartered accountant (ACA) with BDO.
Following David Hornsby’s appointment as Executive Chairman, Jonathan Wearing stepped down from his position as Non-Executive Chairman after 15 years in this role. Jonathan remained on the Board as a Non-Executive Director until November 2019 at which point he retired from the Board. Jonathan was replaced by Richard Longdon who had long and extremely successful career within a listed computer software company serving as the CEO of Aveva Group plc for 17 years.
The Board has been supported by an Audit Committee and Remuneration Committee for a number of years and introduced a Nominations Committee in November 2019. The Nominations Committee is chaired by Richard Longdon and includes David Hornsby and Alan Carroll as member. Richard Longdon, Alan Carroll and Tony Rodriguez are considered to be independent non-executive directors and Richard Longdon is considered to be the Senior non-executive Director.
During the year ended 30 April 2020, there were 10 scheduled Board meetings and other Board meetings as required to approve other business such as the acquisition of a business. All directors attended all 10 meetings with the exception of David Hornsby, Jonathan Wearing and Barnaby Kent who were each unable to attend one meeting, mainly due to illness. In addition to attending Board meetings, non-executive directors are required to be available at other times as required for face-to-face and telephone meetings with the executive team and investors.
In addition, there were two Audit Committee meetings and two Remuneration Committee meetings which were all attended by Alan Carroll as committee chairman and Tony Rodriguez. The Nominations Committee oversaw the appointment of Emma Hayes and two committee meetings were attended by Richard Longdon, David Hornsby and Alan Carroll.
The chairman is responsible for ensuring that directors receive accurate, sufficient and timely information. The company secretary compiles the board and committee papers which are circulated to directors prior to meetings. The company secretary provides minutes of each meeting and every director is aware of the right to have any concerns minuted and to seek independent advice at the group’s expense where appropriate.