The Board recognises that strong corporate governance is an essential foundation for a sustainable organisation. On behalf of the Board, I am pleased to present our Corporate Governance Report for the year ended 30 June 2023 in the context of the UK Corporate Governance Code 2018 (‘the Code’), our chosen corporate governance framework. The Board believes that, with high standards of corporate governance, shareholder engagement and engagement with other stakeholders are critical to the success of our strategy outlined in the Strategic Report section of the Annual Report for the year ended 30 June 2023, and to delivering long-term, sustainable shareholder value.
The challenges faced by our customers, and the healthcare sector in general, in addition to the macro-economic environment, as explained within the Strategic Report, creates circumstances where good governance and balancing the needs and expectations of our stakeholders continues to be an important responsibility.
Purpose, Values and Culture
Our Purpose is to transform the business of healthcare through the profound impact our solutions deliver, enabling our customers to provide quality care to their communities. Supporting our customers, and the phenomenal work they do, continues to be our top priority and this ethos is evident throughout The Craneware Group.
I would like to thank all colleagues within The Craneware Group team for their continued enthusiasm, passion and commitment to collectively uphold our Purpose. Our team’s dedication to serving our customers cannot be underestimated, whether it be directly in delivering services or support to our customers, developing solutions to enhance our portfolio to address customers’ current and future requirements or colleagues within the team who enable the continued efficient and reliable operation of our supporting functions.
Supporting our Purpose is The Craneware Group’s Framework consisting of our core values of: be authentic; demonstrate integrity; provide excellent service; work hard to the highest quality; enjoy the challenge. This is described further in the Environmental, Social and Governance (ESG) Statement within our 2023 Annual Report. The Board continues to monitor how the Purpose, vision, strategy and values align to the Group’s culture.
We have a talented mix of employees from diverse backgrounds with a range of skills and experience, which brings a high level of innovation and collaboration. The Group is supportive of, and recognises the importance of diversity, including gender, ethnicity, nationality, skills and experience. This is evident from the diverse, inclusive and breadth and depth of skills and experience within the team and we aim to ensure that we continue to attract diverse talent into The Craneware Group.
Section 172 and Stakeholder Engagement
A key focus of the Code is the requirement to report on how the interests of the Group’s stakeholders and the matters set out in section 172 of the Companies Act 2006 have been considered in Board discussions and decision making. It is also important for the Board to keep stakeholder engagement mechanisms under review so that they remain effective. The Board’s section 172 (1) statement and details of our engagement with stakeholders can be found on pages 47 to 51 of our 2023 Annual Report.
Employee engagement, including communication and collaboration
We appreciate the importance of employee engagement and we value honest and constructive feedback from employees, both through the employee engagement surveys and other engagement mechanisms including Leadership Roundtables which, if practicable, are attended by Board members including in the year, one I attended myself. The Board and the Operations Board sees great benefit from employee interaction, communication and collaboration. Whilst the Group was able to function efficiently and effectively with all employees working from home during the pandemic, and although many of our US employees are home-based, our office-based employees do benefit from working with colleagues in-person in the collaboration spaces at our offices in Edinburgh, Deerfield Beach (in Florida) and Pittsburgh (in Pennsylvania).
Environmental, Social and Governance (ESG)
As a Board, we recognise and acknowledge the challenges facing businesses in general, and that of the Group, in respect of sustainability, including climate change and environmental, social and governance (ESG) considerations. We also appreciate the importance of ESG matters to our stakeholders. Whilst The Craneware Group has developed many initiatives over the past several years which contribute to our sustainability credentials, we decided to formalise our coordination and oversight of ESG considerations, building upon our Purpose and with a specific focus on ESG matters. Accordingly, during the year our ESG Committee was established and the Board appointed Issy Urquhart, an executive Director of the Company and the Group’s Chief People Officer, to chair the ESG Committee.
The Board maintains oversight of this Committee and approved the terms of reference for the operation of the Committee and receives regular updates from the Committee. While we are in the early stages of baselining our environmental data and conducting more detailed analyses of climate-related risks, which require ongoing monitoring, we believe we have initiated these appraisals during this year in the context of appropriate materiality assessments. We do, however, recognise that there is more to do and that this will be an ongoing and evolving process and we are committed to make further progress during the year ending 30 June 2024 in particular with formalising our targets and key performance indicators for environmental matters, aligned to climate-related national (UK and US) net zero ambitions. For the first time we are providing a summary of climate-risk considerations, as set out within the Non-Financial and Sustainability Information Statement on pages 26 to 33 of our 2023 Annual Report. The framework of our three key ESG Focus Areas along with an overview of the ESG Committee’s activities and an update on some of our many current programmes and alignment to sustainability principles are contained within the ESG Statement section of our 2023 Annual Report.
In November we were delighted to welcome Anne McCune to the Board as a non-executive director of the Company. Anne is a recognised leader in the US Healthcare industry, having served as a senior executive for several leading academic hospital and physician centres and as a managing director in consulting firms. Anne is currently a Community Board member of the Strategy and Transformation committee at Salinas Valley Memorial Healthcare System in California. Anne has already made valuable contributions to the Board and its deliberations.
We aim to attract a diverse pool of candidates, with relevant skills, experience and knowledge, for any senior appointments. As a Board, we are not in favour of setting specific diversity targets for the Board and senior management team and all appointments will ultimately be made on merit. Nonetheless, we are pleased to be able to demonstrate positive progress in this area over the past year.
As a Board we are cognisant that Colleen Blye, our Senior Independent Director, reached the milestone of nine years serving on the Board in November 2022. In the context of the director independence considerations, the Board has carefully considered the role Colleen has within the Board and ongoing contribution, including as one of the four senior Board positions. We have concluded the knowledge and independent challenge Colleen brings to the Board, including discussions at Board meetings, continues to contribute great value to the Board and as such it is appropriate to retain Colleen’s independent services in the Senior Independent Director role at this time. From August 2023 Russ Rudish has also served on the Board for more than nine years, accordingly the Board has performed a similar review of his independence and concluded that Russ continues to be independent. However, as a result, the Board will keep the composition of the Board and its committees under review going forward including its continued independent balance.
Early in the financial year ended 30 June 2023, we conducted a Board evaluation process, recognising that more than a year had elapsed since the previous Board evaluation. An overview of the process is provided below and within the Corporate Governance Report section of our 2023 Annual Report. I would like to thank my fellow directors for their engagement and helpful contributions to this evaluation process. I am pleased to report that the overall outcome of the evaluation was positive. We implemented and are also working on several of the enhancements to our Board meetings as well as reviewing how best to ensure a continued balance of independent non-executive directors on the Board whilst retaining the considerable industry knowledge and experience that currently exists through our Board members.
Annual General Meeting (‘AGM’)
The Board recognises that the AGM is an important event for all shareholders. The arrangements for the AGM, to be held in November 2023, are outlined in the Notice of AGM and we look forward to welcoming shareholders at the AGM.
The year ahead
With the operational assistance and coordination from our ESG Committee, we are now better placed to make good progress during the year ahead with further expansion of our emissions data monitoring and refining our targets and key performance indicators for reducing our impact on the environment and managing climate-related risks. We recognise that, as we collectively work towards ESG-related targets, that it will involve appropriate development of employee and other stakeholder engagement initiatives. Although over several years The Craneware Group has established (and continues to encourage) many sustainability initiatives which benefit various stakeholder groups, we are committed to continue, in alignment with our Purpose, to operate in a way that allows us to meet the needs of our stakeholders and have a positive impact on the communities in which we operate and wider society.
We thank our shareholders, our other stakeholders, including our employees, for their ongoing support during this past year and for the future as we together uphold the Purpose of The Craneware Group.
4 September 2023
Corporate Governance Report
The Board of Directors ("the Board") has always recognised the importance and value of high standards of corporate governance and has elected to adopt the UK Corporate Governance Code 2018 (the ‘Code’) as its corporate governance framework but it is aware that this Code has been drafted in the context of larger, main market listed companies.
The Board is pleased to report how it has applied the principles and complied with the provisions of the Code in line with best practice and in view of the size of the Group. This Report sets out how it has complied with the individual provisions and applied the ‘spirit’ of the UK Corporate Governance Code 2018 as a whole and explains any areas of non-compliance with the provisions of the Code. The UK Corporate Governance Code 2018 is available from the Financial Reporting Council at www.frc.org.uk.
Overview: Application of the UK Corporate Governance Code 2018 (the ‘Code’)
The Board seeks to continue to ensure the overarching objective that the governance of the Company contributes to its long-term sustainable success and achievement of wider objectives, including the Company and the Group’s contribution to the communities in which it operates and wider society. The Board recognises, as stated in the Code, that achieving this depends on the way it applies the spirit of the Principles of the Code. The Company is a smaller company for the purposes of the Code and, as such, certain provisions of the Code are judged to be disproportionate or less relevant in its case. Where the Company does not comply with any specific Code provision then this is highlighted and explained in this report.
The Board has complied with the spirit of the UK Corporate Governance Code 2018 and applied the principles and complied with the provisions of the Code throughout the year ended 30 June 2023, with the exception of the following areas that the Board believes are not appropriate for a Group of our size:
- Provision 17: due to the size of the Board, a separate nomination committee has not been established. Instead, these duties have been fulfilled by the Board as a whole. Included within this report is an explanation of the process conducted during the year for the search and recruitment of a new non-executive director;
- Provision 36: concerning the development of a formal policy for post-employment shareholding requirements. Post-employment shareholding policies continue to be the exception for AIM Companies. The Remuneration Committee keeps this area under review but considers that, whilst no formal post-employment shareholding policy for executive Directors is in place, its current approach is acceptable. There is a current required shareholding guideline applicable to executive Directors and senior management in place and that guideline has already been significantly exceeded by two of the executive Directors. In addition, there is a post-vesting holding period applicable to Long Term Incentive awards granted since October 2020 (and intended to apply to future such awards) to the executive Directors and senior management. These policies are considered to promote long-term shareholdings by executive Directors that support alignment with long-term shareholder interests although they do not include post-employment shareholding requirements; and
- Two of the seven elements of Provision 41: As an AIM listed company, Craneware plc is not required to comply with the Directors’ Remuneration Report regulations however the Company does aim to comply with the spirit of all of Provision 41 of the Code in so far as the Board considers is appropriate for the size of the Company and as such provides a Remuneration Committee’s Report. Although the Remuneration Committee did consult with substantial shareholders ahead of the Company’s AGM, regarding the establishment of a proposed new long term incentive plan (as described in the Remuneration Committee’s Report contained within the 2023 Annual Report), there was no direct shareholder engagement regarding other aspects of executive Director remuneration policy as expected by one of the elements of Provision 41 of the Code. However, shareholders have not raised any concerns with the Board during the year regarding the remuneration of the executive Directors and shareholders approved both the Directors’ Remuneration Report for the year ended 30 June 2022 and also approved the adoption and implementation of the new long term incentive plan at the Company’s AGM in November 2022. The Chair of the Remuneration Committee is available to discuss remuneration matters with shareholders if and when that is required or requested.
Also, with reference to one of the other elements of Provision 41 of the Code, during the year there was no engagement with employees in respect of executive Director remuneration. However, the same policy of paying at median (based on benchmark data) applies across the whole Group. Notwithstanding that policy, due to the macro-economic environment, the Remuneration Committee decided to again for the fourth year defer any benchmarking and associated base salary changes for the executive Directors. This has been the decision for the past four financial years including the year ended 30 June 2023. As such there have been no changes to the base salary or bonus entitlements for the executive Directors during this time.
Board Leadership and Company Purpose
The role of the Board
The Board is primarily responsible for the overall conduct of the Group’s business and for promoting the long-term success of the Group. The Board is collectively accountable to shareholders for its proper management. The Board must balance this responsibility with ensuring that the Directors have regard for key stakeholders and that there is sufficient time, information and understanding to properly take into account those stakeholders’ interests when making decisions and considering their long-term implications. The Board recognises that effective engagement with key stakeholders, including employees, customers, shareholders, the community, banks and finance providers and suppliers, is a core component of long-term sustainability and success. Stakeholder Engagement information is set out on pages 52 to 55 of the 2023 Annual Report. The Directors consider, both individually and collectively, that they have taken the factors, set out in s172(1)(a) to (f) of the Companies Act 2006, into account when exercising their duty to promote the success of the Group and of the Company during the year. The Board’s Section 172(1) Statement is contained on pages 47 to 51 of the 2023 Annual Report and it includes examples of how those matters have been considered in significant decisions of the Board.
The Board delegates authority for the day to day management of the Group to the Chief Executive Officer and the rest of senior management within the Operations Board, under a set of delegated authorities. The Board is well supported by the Group’s Operations Board and a broader senior management team, who collectively have the qualifications and experience necessary for the day to day running of the Group. The Operations Board is chaired by the CEO and also comprises the Chief Financial Officer, the Chief People Officer and seven further members of the Senior Management Team, including the Group’s Chief Technology Officer who joined the Operations Board during the year.
Purpose, vision, strategy, values and culture
The Board leads and establishes the Group’s purpose, vision, strategy and values and ensures that they are being carried out in practice across the business. The Board provides leadership across the Group and applies a governance framework to ensure that this is delivered effectively with appropriate control mechanisms.
The Board is responsible for setting the Group’s Purpose and values. Our Purpose forms the basis of Group-wide strategic initiatives each year. Our Purpose is to transform the business of healthcare through the profound impact our solutions deliver, enabling our customers to provide quality care to their communities. Our culture is the way that we work together and is fundamental to how we operate. The Board has a fundamental role in shaping our corporate culture defined by our values and purpose. The Board assesses and monitors the Group’s culture through regular interaction with management and other colleagues to ensure that its policies, practices and behaviours are aligned with the Group’s purpose, vision, strategy and values. An overview of employee engagement mechanisms is provided below within the ‘Stakeholder Engagement’ section.
The Board is responsible for delivering value for shareholders by setting the Group’s strategy and overseeing its implementation by the Operations Board. Our strategy and business model are explained within the Strategic Report in the 2023 Annual Report. The Board, at least annually, meets to review the Group’s strategy, drawing on the wide and varied experience of the Board members, including detailed healthcare sector knowledge. The Board also receives regular updates on progress with the agreed strategy at each Board meeting.
The Board meets regularly to discuss and agree on the various matters brought before it, including the Group’s trading results.
There is a formal schedule of matters reserved for the Board, which includes approval of the Group’s strategy, annual strategic themes and related business plans, acquisitions, disposals, business development, annual reports and interim statements, plus any significant financing or funding related matters as well as significant capital expenditure plans. As part of this schedule, the Board has clearly laid out levels of devolved decision making authority to the Group’s Operations Board.
The governance structure is summarised below.
Board Composition and Division of Responsibilities
Board of Directors
Anne McCune was appointed as a non-executive Director of the Company on 16 November 2022. Therefore, in the period from 16 November 2022 to 30 June 2023 the Company’s Board comprised of: its Chair, Will Whitehorn; three executive Directors: Keith Neilson, Chief Executive Officer; Craig Preston, Chief Financial Officer; and Issy Urquhart, Chief People Officer; along with five further non-executive Directors (each of whom the Board considers to be independent), Colleen Blye (Senior Independent Director), Russ Rudish, Alistair Erskine, David Kemp and Anne McCune. Detailed biographies of all Directors are contained in the Board of Directors section of this website.
A summary of the composition of the Board for different periods during the year ended 30 June 2023 is:
Composition of the Board
(Independent on Appointment)
Independent^ Non-executive Directors
1 July 2022 to 15 November 2022
From 16 November 2022
^The Board considers that all of the non-executive directors are independent in character and judgement, notwithstanding their tenure on the Board, as described further below within the ‘Non-executive Directors’ section.
Division of Responsibilities
The Board has established clearly defined and well understood roles for the Chair of the Company and the Chief Executive Officer. A summary of the main responsibilities of these roles, and also that of the Senior Independent Director, is contained in the table below.
Summary of Responsibilities
The Chair is responsible for the leadership of the Board, ensuring its effectiveness in directing the Company and the Group, and setting its agenda. The Chair is also responsible for upholding high standards of corporate governance promotes a culture of openness and debate facilitating constructive Board relations and the effective contribution of all Non-Executive Directors to provide constructive support and challenge to the executive Directors and senior management. The Chair ensures that the Board receives accurate, timely and clear information. The Chair is also responsible for ensuring that the Board is aware of the views of shareholders and other stakeholders.
Chief Executive Officer
The Chief Executive Officer (CEO) ensures that the strategic and financial objectives, as agreed by the Board, are delivered upon in addition to ensuring the effective implementation of the Board’s decisions. To facilitate this, the CEO chairs the Group’s Operations Board which manages, subject to the clearly defined authority limits, the day-to-day operation of the Group’s business in an ethical and sustainable manner, aligned to the culture of The Craneware Group. Maintaining an effective framework of internal controls and risk management are also within the responsibilities of the CEO. In addition, the CEO is responsible for leading, motivating and monitoring the performance of the Group’s senior management.
Senior Independent Director
The Senior Independent Director provides a sounding board for the Chair, in addition to supporting governance matters, as well as providing an additional channel of contact for shareholders, other Directors or employees, if the need arises.
William Whitehorn was appointed Chair of the Board on 1 January 2020 and was independent on appointment, in accordance with Provisions 9 and 10 of the Code.
The Board has appointed Colleen Blye as Senior Independent Director. In this role, Colleen provides a sounding board for the Chair as well as providing an additional channel of contact for shareholders, other Directors or employees, if the need arises.
The non-executive Directors assist in the development of strategy and monitor its delivery within the Company’s established risk appetite. They are responsible for bringing sound judgement and objectivity to the Board’s deliberations and decision-making process. In addition, the non-executive Directors constructively challenge, support and review the performance of executive Directors. As Board committee members the non-executive Directors also, amongst other matters within the terms of reference of each committee, review the integrity of the Group’s financial information and set the remuneration of the executive Directors.
In addition to matters outlined above, there is regular communication between executive and non-executive Directors including, where appropriate, updates on matters requiring attention prior to the next Board meeting. The non-executive Directors meet, as appropriate but no less than annually, without executive Directors being present and further meet annually without the Chair present.
The non-executive Director contracts are available for inspection at the Company’s registered office and are made available for inspection both before and during the Company’s Annual General Meeting.
The Composition of the Board
The composition of the Board has been designed to give a good mix and balance of different skill sets, including significant experience in:
- high growth companies;
- healthcare sector;
- software sector and analytics;
- entrepreneurial cultures;
- senior financial reporting;
- strategic and operational human resource management;
- both UK and US companies;
- integration of acquired businesses; and
- other listed companies.
The Board was enhanced during the year with the appointment of Anne McCune as an independent non-executive Director of the Company. Through this mix of experience and skills, the Board and the individual Directors are well positioned to set the strategic aims of the Company as well as drive the Group’s values and standards throughout the organisation, whilst remaining focused on their obligations to shareholders and meeting their statutory obligations.
Throughout the year ended 30 June 2023 at least half the Board, excluding the Chair, were non-executive Directors whom the Board considers to be independent. The Board reviews, on an annual basis, the independence of each non-executive Director. In making this assessment, in addition to considering Provision 10 of the Code, the Board determines whether the Director is independent in character and judgement and whether there are relationships or circumstances which are likely to affect, or could appear to affect, the Director’s judgement.
In regards to all of the non-executive Directors, the Board has not identified any matters that would affect their independence; the Board considers that all of the non-executive Directors are independent in character and judgement and free from any business or other relationship that could materially interfere with exercising that judgement. The Board acknowledges the factors contained in Provision 10 of the Code. Notwithstanding that both Colleen Blye and Russ Rudish have served on the Board for more than nine years, having been appointed to the Board in November 2013 and in August 2014 respectively, the Board considers that both Colleen and Russ are independent in character and judgement.
The Board has carefully considered the role Colleen has within the Board and ongoing contribution, including in Colleen’s role as the Senior Independent Director being one of the four senior Board positions. The Board concluded the knowledge and independent challenge Colleen brings to the Board, including discussions at Board meetings, continues to contribute great value to the Board and as such it is appropriate to retain Colleen’s independent services in the Senior Independent Director role at this time. The Board has performed a similar review of Russ’ independence and concluded that Russ continues to be independent. However, as a result, the Board will keep the composition of the Board and its committees under review going forward, including its continued independent balance.
The Board has established an Audit Committee and a Remuneration Committee, details of which are provided below. The Board does not have a separate Nomination Committee as the Company has incorporated this function within the remit of the entire Board. Although not in compliance with Provision 17 of the Code, the Board considers this to be an appropriate arrangement in view of the size of the Group.
The Board keeps the composition of the committees under review. The membership of both of the Committees has not changed during the year:
Audit Committee members
Remuneration Committee members
Throughout the year ended 30 June 2023
David Kemp (Chair)
Throughout the year ended 30 June 2023
Russ Rudish (Chair)
Attendance of Directors at scheduled Board and Committee meetings convened in the year, along with the number of meetings that they were invited to attend, are set out below:
|No. Meetings in year||10||3||3|
|C T Preston||10/10||-||-|
*for this director, who was appointed to the Board during the year, the number of meetings attended is with reference to those from the date of appointment.
Where any Director has been unable to attend Board or Committee meetings during the year, their input has been provided to the Company Secretary ahead of the meeting. The relevant Chair then provides a detailed briefing along with the minutes of the meeting following its conclusion.
As detailed in the Directors’ Report within the Annual Report for the year ended 30 June 2023, the Company maintains appropriate insurance cover against legal action brought against Directors and officers. The Company has further indemnified all Directors or other officers against liability incurred by them in the execution or discharge of their duties or exercise of their powers.
Board Appointments and Evaluation
Appointments to the Board
Board composition is regularly reviewed to ensure the requisite mix of skills, business experience and diversity is achieved and maintained, appropriate for the Group, as well as the balance within the Board of independent non-executive directors. When a new appointment to the Board is to be made, consideration is given to the particular skills, knowledge and experience that a potential new member could add to the existing Board composition. A formal process is then undertaken, usually involving external recruitment agencies, with appropriate consideration being given, in regard to executive appointments, to internal and external candidates. Before undertaking the appointment of a Director, the Board establishes that the prospective candidate can give the time and commitment necessary to fulfil their duties, in terms of availability both to prepare for and attend meetings and to discuss matters at other times. This includes, prior to appointment, significant existing commitments being disclosed and assessed along with an indication of time commitment involved.
Following prior year discussions at Board meetings in relation to balancing the diversity in the composition of the Board, a search and selection process for the appointment of an additional non-executive Director was initiated. The approach that the Board adopted for this process was the formation of a subcommittee of the Board to act as the selection panel, with the remainder of the Board taking part at the final interview stage. The majority of the subcommittee comprised non-executive Directors.
The search for potential candidates for this non-executive Director position was carried out by Rudish Health Solutions LLC, an Executive Search company based in the US specialising in appointments within the healthcare sector. Rudish Health Solutions LLC is connected to one of Craneware plc’s non-executive Directors, Russ Rudish, who was its founder. No fee was charged to the Company for performing these services and the ultimate choice of candidate was decided by the Board independent of Rudish Health Solutions LLC.
Prior to making the appointment of Anne McCune, the Board considered her existing commitments, in view of the time required for the non-executive Director role at Craneware plc. The Board concluded that Anne had sufficient time to dedicate to the role.
Conflicts of interest
Any conflicts, or potential conflicts, of interest are disclosed and assessed prior to a new Director’s appointment to ensure that there are no matters which would prevent that person from accepting the appointment. The Group has procedures in place for managing conflicts of interest and Directors have continuing obligations to update the Board on any changes to these conflicts. This process includes relevant disclosure at the beginning of each Board meeting. If any potential conflict of interest arises, the Articles of Association permit the Board to authorise the conflict, subject to such conditions or limitations as the Board may determine. The Board is satisfied that there is no compromise to the independence of, and nothing which would give rise to conflicts of interest for, the non-executive Directors who serve as directors on other company boards or who hold other external appointments.
The Group is supportive of, and recognises the importance of diversity, including gender, ethnicity, nationality, skills and experience and professional, educational and socio-economic background. This is evident from the diverse, inclusive and breadth and depth of skills and experience within the team at The Craneware Group. While not in favour of setting specific targets, in the event that a Board position is required to be filled, during succession planning, the Board aims to ensure that the search process is sufficiently inclusive to encourage applications from diverse candidates with relevant skills, experience and knowledge, and that the selection process is fair and transparent.
Following the appointment of Anne McCune to the Board on 16 November 2022, the Board comprises 33% female and 67% male directors. The Senior Independent Director (one of the four senior Board positions) is female. At the end of the financial year, across The Craneware Group, our team comprised 47% female and 53% male employees. At Operations Board plus vice president level, the composition is approximately 34% female and 66% male.
All Directors recognise the need to allocate sufficient time to the Company for them to be able to meet their responsibilities as Board members. All non-executive Directors’ contracts include minimum time commitments; however, these are recognised to be the minimums.
Details of the other directorships held by each Board member are provided in the Board of Directors section of this website. The Board has evaluated the time commitments required by these other roles and does not believe it affects their ability to perform their duties with the Company. Prior approval of the Board is required in advance of executive Directors undertaking external appointments. No executive Director currently holds any other directorship of a listed company.
The Board as a whole recognises its responsibility to ensure that appropriate plans are in place for orderly succession to the Board and has plans in place for any unforeseen circumstances regarding the executive Directors. The Board considers succession planning periodically, usually as part of its evaluation exercise. The composition of the Board has been carefully considered with these factors in mind and the addition of Anne McCune means the Board is well balanced to address them. In FY24 the Board will again review the composition of the Board and its Committees and will make any changes it deems appropriate.
Succession plans are in place for the senior management talent pipeline which are re-visited and reviewed with the Board as appropriate. The Board takes an active interest in the quality and development of talent and capabilities within Craneware, ensuring that appropriate opportunities are in place to develop high-performing individuals. The learning and development support and initiatives available to employees, including manager advancement, have been augmented in recent years as outlined in the ESG Statement within the 2023 Annual Report. The composition of the Operations Board was enhanced during the year with the addition of the Group’s Chief Technology Officer.
The Chair is responsible for ensuring that all the Directors continually update their skills, their knowledge and familiarity with the Group in order to fulfil their role on the Board and the Board’s Committees. Updates dealing with changes in legislation and regulation and financial reporting requirements relevant to the Group’s business are provided to the Board by the Chief Financial Officer and through the Board Committees by the Group’s external auditors and advisors.
All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for advising the Board on all governance matters, ensuring that Board procedures are properly complied with and that discussions and decisions are appropriately minuted. Directors may seek independent professional advice at the Company’s expense in furtherance of their duties as Directors. The Board ensures that the Audit and Remuneration Committees are provided with sufficient resources to undertake their duties.
Training in matters relevant to their role on the Board is available to all Directors. New Directors, who have not been employed within the Group prior to appointment, are provided with an induction in order to introduce them to the operations and management of the business. All new Directors receive a briefing on their role and duties as a director of a company which has its shares traded on AIM. This briefing is conducted by the Company’s advisers.
Information and Support
In setting the agenda for each Board meeting, the Chair, in conjunction with the Company Secretary, ensures input is gathered from all Directors on matters that should be included. Board papers are then issued in advance of meetings to ensure Board members have appropriate detail in regard to matters that will be covered, thereby encouraging openness and healthy debate. At a minimum, these Board papers include the financial results of the Group and a report from both the Chief Executive Officer and the Chief Financial Officer.
In addition, the non-executive Directors have access to, and correspond with, the Group’s Operations Board on an informal basis. This allows for better understanding of how the strategy set by the Board is being implemented across the Group.
A Board evaluation process was conducted in the first half of the financial year ended 30 June 2023. This was performed by means of a detailed questionnaire completed by each Director. This evaluation included a review of the performance of the Chair and the Board Committees. The results of the process were collated by the Company Secretary on behalf of the Chair and were reviewed by the Board as a whole. Overall, the Board concluded that its performance in the period under review had been satisfactory. However it did recognise the Board; as constituted at that time and from a succession planning perspective, would benefit from being supplemented by the addition of a further non-executive Director. Following this, the candidate search process commenced which resulted in the selection and appointment of Anne McCune.
Also as a result of the evaluation exercise, Alistair Erskine, on behalf of the Board, spent additional time with the Product Board to assess and evaluate the Group’s product strategy in light of the ongoing evolution of the US Healthcare market. This review was fully supportive of the strategy, whilst also identifying further opportunities to provide additional support to the Group’s customers.
The Board will continue to consider the Code’s recommendation that the evaluation of the Board be carried out with an external evaluator at least every three years, however, at present, remains of the opinion that with the current size of the Board this is not required.
Under the Company’s Articles of Association, at every Annual General Meeting (‘AGM’), at least one-third of the Directors who are subject to retirement by rotation, are required to retire and may be proposed for re-election. In addition, any Director who was last appointed or re-appointed three years or more prior to the AGM is required to retire from office and may be proposed for re-election. Such a retirement will count in obtaining the number required to retire at the AGM. New Directors, who were not appointed at the previous AGM, automatically retire at their first AGM and, if eligible, can seek re-appointment.
However, the Board recognises the Code’s recommendation that all Directors should stand for re-election every year, and whilst not a requirement, the Board has decided to adopt this recommendation as best practice. As such, all Directors will retire from office at the Company’s forthcoming AGM. It is the intention of all Directors to stand for re-appointment.
In determining whether a Director should be proposed for re-election at the 2023 AGM, the Board took into account each Director’s contribution to the Board’s effectiveness, which formed part of the 2023 Board evaluation. This review confirmed that all Directors continue to be effective and demonstrate commitment to their roles and so the Board recommended their reappointment.
Dialogue with Shareholders
The Company engages in full and open communication with both institutional and private investors and responds promptly to all queries received. In conjunction with the Company’s brokers and other financial advisors all relevant news is distributed in a timely fashion through appropriate channels to ensure shareholders are able to access material information on the Company’s progress.
To facilitate this:
- All shareholders are invited to attend the AGM and encouraged to take the opportunity to ask questions.
- The primary point of contact for shareholders on operational matters are Keith Neilson as Chief Executive Officer and Craig Preston as Chief Financial Officer.
- The primary point of contact for shareholders on corporate governance and other related matters is Will Whitehorn as Chair. Colleen Blye, as Senior Independent Director, is available as a point of contact should a shareholder not wish to contact the Chair for any reason.
- The Board welcomes regular engagement with major shareholders to understand their views on governance and performance against our stated strategy.
- The Chair ensures that the Board as a whole has a clear understanding of the views of shareholders.
- The Board aims to ensure that both the investor and analyst communities understand our purpose, strategy, business model and financial and operational performance.
Keith Neilson and Craig Preston meet regularly with shareholders, normally immediately following the Company’s half year and full year financial results announcements, to discuss the Group’s performance and answer any questions. The Board monitors the success of these meetings through anonymous evaluations from both shareholders and analysts performed by the Company’s Broker and Financial PR advisor.
During the year, the Chair of the Board met with shareholders at their request. The Chair is available to answer questions and to meet with shareholders on request.
The Remuneration Committee’s Report section of the 2023 Annual Report explains that, in view of the greater emphasis on long term incentive arrangements, the provisions of our long term incentive plan (LTIP) were reviewed early in the year ended 30 June 2023 to ensure that our LTIP continues to provide an effective mechanism for incentivising and rewarding our executive Directors and senior management team and aligning their interests with those of our shareholders. The changes identified as part of this review were proposed to be implemented by the adoption of a new plan. The Remuneration Committee consulted with the Company’s substantial shareholders regarding the proposed new LTIP. This process involved the chair of the Remuneration Committee answering follow up questions received from those shareholders, as required. Following the consultation, the resolution for adoption of the new plan was approved by shareholders at the AGM in November 2022.
The Board receives questionnaires from some shareholders periodically in relation to ‘Environmental, Social and Governance’ (‘ESG’) matters. These questionnaires are reviewed, now with assistance from the ESG Committee, and then the questionnaires are completed and returned to the requestor.
This website, within this Investors section, includes a Shareholder Centre for investors that contains all publicly available financial information and news on the Company and the Group.
Details of the Company’s share capital and substantial shareholders are contained in the Directors’ Report within the Annual Report. The details of the current substantial shareholders are also in the AIM Securities Information section of this website.
Constructive Use of General Meetings
The Board encourages attendance at its Annual General Meeting (‘AGM’) from all shareholders. The Notice of AGM together with all resolutions and explanations of these resolutions are sent at least 20 working days before the meeting. The Company proposes separate resolutions for each substantially separate issue and specifically relating to the report and financial statements. All Directors, where possible, make themselves available to answer any questions shareholders may have. Results of all votes on resolutions are published as soon as practicable on the Company’s website.
The voting on each Resolution tabled at the AGM can be conducted on a show of hands or by way of poll votes. Shareholders, if they are unable to attend the meeting in person, are strongly encouraged to participate in the AGM by voting by proxy ahead of the meeting.
If an AGM resolution receives 20% or more of votes cast against, the Board will consult with shareholders to understand the reason behind the result. Following the AGM that was held on 15 November 2022, the Company announced that all resolutions were passed and in respect of each resolution at least 94.6% of the proxy votes received were ‘for’ each of the resolutions proposed.
The Board uses alternative workforce engagement mechanisms, instead of the suggested workforce engagement mechanisms in the Code (i.e. a director appointed from the workforce, a formal workforce advisory panel or a designated non-executive director). There are several employee engagement initiatives in place, as outlined in the Our People section within the ESG Statement section of the 2023 Annual Report. The results from the employee engagement survey conducted during the year and the resulting Group-wide action plan were presented to the Board and updates on the progress of the action plan are also provided. The Board considers these employee engagement mechanisms to be appropriate at this time, in view of the size of the Group, and that they are supported by the Group’s Chief People Officer, Issy Urquhart, being an executive Director of the Company. The Board will continue to keep these engagement mechanisms, in addition to those for other stakeholders, under review to ensure that the engagement mechanisms are effective.
The Chief People Officer ensures that the Board receives regular reports about a range of factors and issues affecting our employees to ensure that appropriate consideration is given and early action taken where necessary.
As part of the regular agenda for Board meetings, the People strategies, plans, policies, and practices have oversight from the Board through the provision of key people metrics such as retention and engagement metrics and updates on relevant topics such as culture. The Board receives a summary of the annual engagement and periodic pulse surveys and associated action planning as well as the regular updates. In addition, qualitative synopses from other lifecycle surveys such as onboarding and exit surveys are also provided to the Board for review and discussion.
The Human Resources team facilitates regular in person Leadership Roundtables. These are sessions for a small group of employees, between 10 to 15, from a cross section of business functions and roles and responsibilities providing an opportunity for face to face discussions with executive leadership. In addition, the Chair of the Board and other non-executive Directors have joined these sessions during the year both in the UK and US. These have provided a two-way feedback opportunity for employees, executive leadership and Board members to discuss relevant topics such as culture and engagement as well as business performance and other matters of interest.
Engagement with other key stakeholder groups
The Environmental, Social and Governance (ESG) Statement, the Stakeholder Engagement section and the Directors’ Report within our 2023 Annual Report contain an overview of the engagement with other key stakeholder groups including: customers and the community and banks and finance providers.
During the year our ESG Committee was established and the Board appointed Issy Urquhart, an executive Director of the Company and the Group’s Chief People Officer, to chair the ESG Committee. Although this Committee is a subcommittee of the Operations Board, the Board maintains oversight of the ESG Committee and approved the terms of reference for the operation of the Committee and the Board receives regular updates from the ESG Committee. Further details regarding the ESG Committee, its members and activities during the year are set out within the ESG Statement section of the 2023 Annual Report. A description of the Group’s governance arrangements in relation to assessing and managing climate-related risks and opportunities is contained within the Non-Financial and Sustainability Information Statement in the 2023 Annual Report.
Audit, Risk and Internal Control
Audit Committee and Auditors
The Board has established an Audit Committee to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls. The Audit Committee will normally meet at least twice a year. Throughout the year ended 30 June 2023 and for the period to the date of approval of this Report, the Audit Committee is chaired by David Kemp and its other members are Colleen Blye and Alistair Erskine. The Chief Financial Officer, Chief Executive Officer and other senior management attend meetings by invitation and the Committee also meets the external auditors without management present. David Kemp and Colleen Blye, as current and previous chair of the Audit Committee, have recent and relevant financial experience and the Audit Committee as a whole has significant experience and competence in healthcare and software sectors.
The terms of reference of the Audit Committee are available here and at the Company’s registered office. Details of how the Audit Committee has discharged its responsibilities are provided below.
Financial and Business Reporting
The Board recognises its responsibilities, including those statutory responsibilities laid out in the Directors’ Report section of the Annual Report. An assessment of the Group’s market, business model and performance is presented in the Chair’s Statement and the Strategic Report within the Annual Report.
As detailed in the Directors’ Report within the Annual Report, the Board has confirmed that it is appropriate to adopt the going concern basis in preparing the consolidated and Company financial statements for the year ended 30 June 2023. The Board has explained within the Viability Statement section of the Strategic Report in the 2023 Annual Report that it has assessed the prospects of the Company and the Group, taking into account the Group and the Company’s current position and principal risks, as well as projected compliance with debt finance covenants.
Risk Management and Internal Control
Details of the principal risks and uncertainties and emerging risks facing the Group, along with a description of the Group’s risk management procedures, are detailed in the Strategic Report within the Annual Report. The principal financial risks are detailed in Note 3 to the financial statements.
The Directors recognise their responsibility for the Group’s system of internal control and have established systems to ensure that an appropriate and reasonable level of oversight and control is provided. These systems, which cover all material controls, including financial, operational and compliance controls are reviewed for effectiveness annually by the Audit Committee and the Board. The Group’s systems of internal control are designed to help the Group meet its business objectives by appropriately managing, rather than eliminating, the risks to those objectives. The controls can only provide reasonable, not absolute, assurance against material misstatement or loss.
The annual financial forecast is reviewed and approved by the Board. Financial results, with comparisons to forecast results, are reported on at least a quarterly basis to the Board together with a report on operational achievements, objectives and issues encountered. The quarterly reports are supplemented by interim monthly financial information. Forecasts are updated no less than quarterly in the light of market developments and the underlying performance and expectations. Significant variances from plan are discussed at Board meetings and actions set in place to address them. During the financial year and in the period to the date of approval of this report, the Board has received information regarding the Group’s compliance with financial covenants contained within the committed term loan and revolving credit facility. Further details regarding these borrowing facilities are contained in Note 21 to the financial statements.
Approval levels for authorisation of expenditure are at set levels and cascaded through the management structure with any expenditure in excess of pre-defined levels requiring approval from the executive Directors and selected senior managers.
Internal controls and risk management procedures are embedded into the business processes of the organisation and these are subject to review and assessment so that any identified areas of improvement, which come to management’s and the Board’s attention, can be actioned, as appropriate. Metrics and quality objectives continue to be actively implemented and monitored as part of a continual improvement programme. The visibility of regularly updated metrics, across many areas of the business, have been enhanced with oversight from the Group’s Transformation team.
There is an extensive complement of policies and procedures, applicable across The Craneware Group, including: business ethics, information security, whistleblowing, anti-bribery and corruption, anti-slavery and human trafficking along with monitoring of mandatory employee training and policy acknowledgement for key areas. This is referred to in the ESG Statement section of the 2023 Annual Report.
Audit Committee: role, responsibilities and activities during the year
During the year the Audit Committee, operating under its terms of reference (which are available here and at the Company’s registered office), discharged its responsibilities, including reviewing and monitoring:
- interim and annual reports information including consideration of the appropriateness of accounting policies and material assumptions and estimates adopted by management;
- the integrity of the Annual Report and Financial Statements, the Interim Report and any formal announcements relating to financial performance, to ensure clarity and completeness of disclosures, including those relating to alternative performance measures (including adjusted performance measures);
- developments in accounting and reporting requirements;
- matters of accounting significance, estimation and judgement including in the current year the Prior Year Restatements detailed on pages 11 and 12 of the Strategic Report section of the 2023 Annual Report;
- the systems of internal control and their effectiveness, reporting and making new recommendations to the Board on the results of the review and receiving regular updates on key risk areas of financial control;
- the requirements or otherwise for an internal audit function;
- external auditors’ plan for the year-end audit of the Company and the Group;
- the performance and independence of the external auditors. The auditors provide annually a letter to the Committee confirming their independence and stating the methods they employ to safeguard their independence;
- the audit fees charged by the external auditors;
- the formal engagement terms entered into with the external auditors;
- the provision of tax compliance services to the Group;
- the Committee’s effectiveness.
The Audit Committee has reviewed the Group’s profitability and liquidity as part of a number of forecast scenarios, incorporating the impact of relevant macro-economic conditions. As part of this assessment, the Committee has also reviewed the viability statement and going concern note (as included within the annual report for the year ended 30 June 2023), following which it was agreed that the going concern basis of accounting continues to be an appropriate basis of preparation for the financial statements.
In accordance with its terms of reference, the Committee has reported to the Board as to how it has discharged its responsibilities throughout the year.
Significant matters considered in relation to the financial statements
The Committee considers the appropriateness of accounting policies, critical accounting judgements and sources of estimation uncertainty relating to the financial statements. To do this, the Committee reviewed information provided by the Chief Financial Officer and reports from the external auditors setting out its views on the accounting treatments and judgements for the year ended 30 June 2023. The Audit Committee is satisfied that the judgements and estimates applied in the financial statements satisfy the requisite standards both in terms of accounting treatment and disclosure.
The following table sets out the significant areas considered by the Committee in relation to the Group’s financial statements for the year ended 30 June 2023, in particular the critical judgements and estimates of the Company as disclosed in the financial statements:
Area of judgement or estimate
Matter considered and Role of the Committee
Revenue recognition (Group and Company), including compliance with IFRS 15
Revenue and deferred income are significant amounts in the context of the Consolidated Statement of Comprehensive Income and the Group and Company Balance Sheets respectively. The amount of revenue to be recognised and timing of revenue recognition are determined based on the details and terms contained in the contracts with customers.
Revenue recognition on non-standard contracts can involve significant judgment and interpretation of both the Group’s policy and IFRS 15.
Internally developed intangible assets (Group and Company)
The Group and the Company capitalise development costs when the conditions for capitalisation, as outlined in the principal accounting policies within Note 1 to the financial statements, have been met. Consequently, the Directors are required to continually assess the commercial potential of each product in development and its useful life following launch. There is judgement involved in determining whether or not costs being capitalised meet the definition of intangible assets under IAS 38 Intangible assets. In addition, there may be judgement involved in the assessment of whether or not the intangible assets will generate future economic benefit sufficient to recover the carrying value of the intangible asset.
The Committee reviews this area as there is judgement involved in the Directors’ assessment.
Goodwill and other intangible assets, as disclosed in Note 14 to the financial statements, are significant assets on the Group’s balance sheet and the carrying amounts of these assets includes those recognised in the prior year on the acquisition of Sentry. The carrying amount of the Group’s and the Company’s tangible and intangible assets, including goodwill on the Group’s balance sheet, is considered at each reporting date to determine whether there is any indication that those assets have suffered an impairment loss. The Committee reviews this assessment. If there is such an indication, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any) through determining the value in use of the cash generating unit that the asset relates to. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. If the recoverable amount of an asset is estimated to be less than its carrying amount, the impairment loss is recognised as an expense. There are no impairment losses recognised in respect of intangible assets in the financial statements of the Group in the year ended 30 June 2023. The Committee received and reviewed reports from both management and the external auditors and, where appropriate, challenged the assumptions taken and the conclusion reached. The Committee reviewed summary reports produced by management detailing the outcomes of the impairment assessment.
The Group uses Alternative Performance Measures (APMs) and provides additional disclosures, including reconciliations to statutory measures, as set out in Note 27 to the 2023 financial statements. The Committee considers it important to take account of both the statutory measures and the APMs when reviewing these financial statements. In particular, items excluded from underlying results were reviewed by the Committee and it is satisfied that the presentation of these items is clear, applied consistently across years and that the level of disclosure is appropriate.
The Audit Committee also reviewed and considered other matters during and in respect of the financial year ended 30 June 2023 including management’s assessment of new accounting standards that were not effective for adoption until after 30 June 2023.
The Audit Committee considered and discussed with the rest of the Board whether the Annual Report, taken as a whole and including the need for and disclosure around the prior year restatements, is fair, balanced and understandable and provides the information necessary for stakeholders to assess the Group’s position and performance, business model and strategy.
Internal audit arrangements
The Committee has also reviewed the arrangements in place for internal audit and concluded, due to the current size, geographical dispersion, complexity and internal control environment of the Company and the Group, that a formal internal audit function was not required. The Audit Committee believes that management is able to derive assurance regarding the adequacy and effectiveness of internal controls and risk management procedures, given the use of the same enterprise resource planning system to maintain financial transaction records across the Group and also the close involvement of the Directors and the senior management on a day to day basis, without the need for an internal audit function.
In view of the importance of the procedures, security, regulation and controls around The Craneware Group’s solutions and customer data, the focus for other assurance activities for the Group is in respect of those areas. Since 2019 The Craneware Group has maintained HITRUST CSF Certification for its Trisus and InSight solutions and corporate services, as well as associated operational processes. It is an external, validated audit of Craneware’s security and data privacy practices based on the US Government’s National Institute of Standards and Technology (NIST) Cybersecurity and Privacy Framework, ISO27001 and HIPAA. HITRUST is considered to be a gold standard for security frameworks within the healthcare industry. HITRUST has established a ‘common security framework’ (CSF) to address the multitude of security, privacy and regulatory challenges facing organisations. The scope of the HITRUST CSF’s requirements is wide and requires a very high standard of data security arrangements as these have been set in the context of the accreditation being relevant to US healthcare providers with handling sensitive data (Protected Health Information) and impacts in some way all areas of the business (at least in respect of the required enhancement to the Group-wide IT and data security policies). Full HITRUST CSF assessments are conducted every two years; interim assessments are conducted each intervening year. The Craneware Group engages with third party auditors to support effective security practices and compliance with appropriate regulations. We regularly evaluate to ensure our certification selections continue to be the best measure of security controls. Further details regarding information security are provided in the Principal Risks and Uncertainties section and in the Environmental Social and Governance (ESG) Statement within the 2023 Annual Report.
The Audit Committee will continue to monitor whether there is a requirement for an internal audit function and will report accordingly to the Board.
Under its terms of reference, the Audit Committee is responsible for monitoring the independence, objectivity and performance of the external auditors, and for making a recommendation to the Board regarding the appointment of external auditors on an annual basis. The Group’s external auditors, PricewaterhouseCoopers LLP, were first appointed as external auditors of the Company for the year ended 30 June 2003.
As explained in the Corporate Governance Report section of the annual report in prior years, the Audit Committee was responsible for conducting an audit tender process on behalf of the Board in the year ended 30 June 2021 and, based on the Audit Committee’s assessment of the proposals received from invited audit firms, the Committee made recommendations to the Board. The Board considered the Audit Committee’s recommendation and subsequently approved PricewaterhouseCoopers LLP for recommendation to shareholders, for re-appointment as auditors, at the Company’s Annual General Meeting (AGM) held in November 2021. This resolution for the re-appointment of PricewaterhouseCoopers LLP as the Company’s auditors was approved by the Company’s shareholders.
The audit partner within PricewaterhouseCoopers LLP is required to rotate every five years. This is the third year that the audit partner, Paul Cheshire, has led the engagement team for the audit of the Group’s full year financial statements.
The audit plan identified what the external auditors consider to be the key audit risks, the planned scope of work, the audit timetable and also details of how they have assessed their independence to be able to undertake the audit work.
This audit plan was reviewed, along with the Committee’s assessment of auditors independence, and was agreed in advance by the Audit Committee. Having considered the planning work carried out and the results of the audit of the Group and Company financial statements for the year ended 30 June 2023, the Committee was satisfied that the approach adopted was robust and appropriate and that auditor independence and objectivity could be relied upon. The Committee is satisfied with the performance of the external auditors and with the policies and procedures in place to maintain their objectivity and independence. The Committee considers that PricewaterhouseCoopers LLP possesses the skills and experience required to fulfil its duties effectively and efficiently and that the audit of the Group and Company financial statements for the year ended 30 June 2023 was effective. The Committee has therefore recommended to the Board the reappointment of PricewaterhouseCoopers LLP as the Company’s auditors at the forthcoming AGM of the Company.
Non-audit services provided by the external auditors
Craneware is an ‘Other Entity of Public Interest’ (‘OEPI’) in accordance with the definition introduced by the Financial Reporting Council and, consequently, the Company’s external auditors are only able to perform a limited number of assurance related non-audit services.
The Audit Committee has implemented procedures relating to the provision of non-audit services by the Company’s auditors, which include non-audit work and any related fees over and above a de-minimis level to be approved in advance by the Chair of the Audit Committee. The policy in respect of services provided by the external auditors is set out below:
The external auditors may be appointed to provide a limited number of assurance related non-audit services where it is in the Group’s best interests to do so, provided a number of criteria are met. These are that the external auditors do not:
- Audit their own work;
- Make management decisions for the Group;
- Create a conflict of interest;
- Find themselves in the role of an advocate for the Group.
During the year ended 30 June 2023, as was the case in the previous financial year, the Company’s auditors have not provided the Group or the Company with any non-audit work. Details of the fees paid to the auditors for audit services are shown in Note 5 to the financial statements for the year ended 30 June 2023.
The Group is committed to conducting its business with honesty and integrity and it is expected that these high standards be maintained throughout the organisation. As an element of providing a supportive and open culture within the organisation, the Group has a Whistleblowing Policy and associated annual training for employees. This Policy includes arrangements by which employees, consultants or contractors may, in confidence and also anonymously should they wish, raise concerns regarding possible improprieties in matters of financial reporting or other matters. These concerns would then be investigated and followed up appropriately. The Board has provision to review these arrangements and any reports arising from their operation.
The Board has established a Remuneration Committee which comprises non-executive Directors all of whom the Board considers to be independent, as described within the ‘Non-executive Directors’ section above. The Committee is chaired by Russ Rudish and its other members are Colleen Blye and Alistair Erskine. When appropriate Keith Neilson, as Chief Executive Officer, is invited to attend meetings (except where matters under review by the Committee relate to him).
The Committee has responsibility for making recommendations to the Board on the remuneration packages of the executive Directors, the remuneration of the Chair of the Board and setting the level and structure of remuneration for senior management, this includes:
- making recommendations to the Board on the Company’s policy on executive Directors’ and senior management remuneration, and to oversee long-term incentive plans (including share plans);
- ensuring remuneration is both appropriate to the level of responsibility and adequate to attract and/or retain Directors and employees of the calibre required by the Company and the Group; and
- ensuring that executive Director remuneration is in line with current industry practice as well as in line with the internal policies for remuneration for all employees within the Group.
The Committee has presented its Remuneration Report within the 2023 Annual Report, which details the work it has undertaken operating under its terms of reference (which are available here, and at the Company’s registered office) to discharge its responsibilities. The Remuneration Committee’s Report also explains the extent of the Board’s compliance with provisions 32 to 41 of the Code.
AIM Rule Compliance Report
Craneware plc is quoted on AIM and as a result the Company has complied with AIM Rule 31 which requires the Company to:
- have in place sufficient procedures, resources and controls to enable its compliance with the AIM Rules for Companies;
- seek advice from its Nominated Advisor (“Nomad”) regarding its compliance with the AIM Rules for Companies whenever appropriate and take that advice into account;
- provide the Company’s Nomad with any information it reasonably requests or requires in order for the Nomad to carry out its responsibilities under the AIM Rules for Companies and the AIM Rules for Nominated Advisors, including any proposed changes to the Board and provision of draft notifications in advance;
- ensure that each of the Company’s Directors accepts full responsibility, collectively and individually, for compliance with the AIM Rules for Companies; and
- ensure that each Director discloses to the Company without delay all information which the Company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the Director or could with reasonable diligence be ascertained by the Director.
In addition, Craneware plc maintains compliance with AIM Rule 26, which specifies a list of information that the Company is required to make publicly available. AIM Rule 26 also requires the Company to adopt a corporate governance code and the Company has chosen the UK Corporate Governance Code 2018, against which the Directors are responsible for reporting the Company’s compliance as set out above and in the Corporate Governance Report section within the 2023 Annual Report.
Approved by the Board of Directors and signed on behalf of the Board by:
4 September 2023