Chris has held various non-executive director and chief executive roles of listed and private equity-backed technology companies, including currently role as non executive Chairman of NCC since his appointment to the board in 2017, and non-executive director of c plc from 2012 until its acquisition by Qualcomm in 2015. From 2013 to 2016, he was CEO of Radius Worldwide. Prior to this, Chris was CEO of Northgate Information Solutions plc, a UK listed company, from 1999 to 2012. Chris was also Chairman of AIM listed CityFibre plc until June 2018, when it was sold to private equity buyers.
Following an early career in product management and sales at Burroughs and Group Bull, David enjoyed a 22-year career with Northgate Information Solutions, a FTSE 250 company. He was a member of the PLC Board from 2004 through to the sale of the business to KKR, the US Private Equity firm in December 2007.
He was CEO of Northgate Public Services for 12 years and led the business through the successful sale to Cinven in 2014. David has substantial experience of working with the UK Public Sector and during his tenure with Northgate Public Services, grew the business four fold to become a leading provider to Local Government, Police, Healthcare and Central Government agencies. David has significant experience of business transformation, software development, outsourcing and M&A, successfully integrating nine acquisitions during his time at the helm.
He has a degree in Business Studies from the University of Huddersfield.
Rob has strong experience in finance roles in the technology industry, most recently as CFO at Gresham Technologies plc from 2009 to March 2018 where he also served as Company Secretary for part of that period. Prior to this he held the role of Group Accountant at Lucite International after qualifying as a Chartered Accountant with Ernst & Young, with roles in the UK and New Zealand specialising in financial services and technology. He is a member of the Institute of Chartered Accountants of Scotland.
Richard Kellett-Clarke brings to the Board over 25 years of management experience in the turn round and strategic repositioning and recovery of creative businesses in CMCG, media, electronics and software industries. He was a founder of AFX NEWS ltd, now part of Thomson Reuters, and Sealed Media, owned by Oracle. He has held numerous CFO roles in subsidiaries of large PLCs as well as the role of IT Director at Financial Times Information. He was part of the team as CFO which brought Pickwick Group PLC to the main market and Brady Plc to AIM.
He joined Idox first as CFO, then was appointed MD of the software division, followed by COO in 2007. He was appointed CEO in November 2007. He transitioned from the role of CEO to Non-Executive Director in November 2016.
Jeremy provides corporate finance advice to companies primarily in the Technology sector. Prior to this, he spent five years at Rothschild, based in their London office, advising clients on all aspects of corporate finance, including a number of major cross-border transactions encompassing Europe, North America and the Middle East. Between 2001 and 2007, Jeremy worked at Hawkpoint Partners where he had a strong focus on advising mid-market UK listed companies. He has also worked for the UK Ministry of Defence and Mars Snack Foods, qualified as a chartered accountant in 1999, and holds an M.Eng from Cambridge University.
In 2016, Jeremy was appointed as a Non-Executive Director at Solar Communications Ltd a privately owned Telecoms Services business.
Barbara is a non-executive director at Agility Trains, the Lending Standards Board and West Hampshire Clinical Commissioning Group. She is a Trustee of Guy's and St Thomas' Charity and Chair of the Remuneration & Nomination Committee. Previous NED appointments include Chair of OPM Group.
Barbara spent the first 20 years of her career in strategic, commercial and finance roles in the private sector, latterly as Chief Finance Officer in two internationally listed IT companies.
In 2005, she was appointed Director General at the Ministry of Justice and subsequently the Department for Transport. In 2010, Barbara moved to Westminster City Council as Chief Operating Officer.
She is a CIMA fellow, holds a treasury qualification from ACT and is a graduate of St Catherine's College Oxford where she read politics, philosophy and economics.
Oliver is a partner of Kestrel Partners LLP, which he co-founded in 2009. Prior to this, Oliver spent 20 years advising smaller quoted and unquoted companies, latterly as a director of KBC Peel Hunt Corporate Finance. He is currently a non-executive director of Ubisense Group plc and was previously a non-executive director of KBC Advanced Technologies plc prior to its takeover by Yokogawa in 2016.
The Directors acknowledge the importance of the principles set out in the Combined Code. Although compliance with the Combined Code is not compulsory for AIM companies, the Directors intend to continue to apply the principles as far as practicable and appropriate for a public company of its size as follows:
The Board will continue to meet regularly and will be responsible for strategy, performance, approval of major capital projects and the framework of internal controls. The Board has a formal schedule of matters specifically reserved to it for decision. To enable the Board to discharge its duties, the directors will receive appropriate and timely information. Briefing papers are distributed to all directors in advance of Board meetings, while all directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that procedures of the Board are followed and that applicable rules and regulations are complied with. The articles of association state that directors are subject to re-election at the first opportunity after their appointment and each member of the Board will voluntarily submit to re-election at intervals of three years thereafter.
The Audit Committee is chaired by Jeremy Millard and includes Christopher Stone, Richard Kellett-Clarke and Barbara Moorhouse. By virtue of his Executive and current Non-Executive responsibilities, the Board considers that Jeremy Millard has relevant and recent financial experience to discharge this role.
The Committee meets at least four times a year and meetings will be arranged in conjunction with the publication of Idox plc's financial statements. The committee will monitor the financial integrity of Idox plc, review financial information, review accounting policies, clarity of disclosures, internal controls and risk management systems, review the internal audit requirement and oversee the relationship with external auditors.
The Remuneration Committee is made up of Richard Kellett-Clarke, Jeremy Millard, Barbara Moorhouse and Christopher Stone. The committee meets no less than twice a year. The Committee has overall responsibility for making recommendations to the Board of the remuneration packages of the Executive Directors. The remuneration of the non-executive directors is a matter for the executive directors. The Committee reviews the appropriateness of the remuneration policy in light of all relevant factors and has regard to the provisions and recommendations of the Combined Code, the AIM Rules and associated guidance.
The Nomination Committee assists the Board of Directors with oversight of the profile and composition of the Board of Directors. The Committee shall, regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) of the board and make recommendations to the board with regard to any changes. It shall give consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the company, and what skills and expertise are therefore needed on the board in the future and be responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise.
The members of the Committee are Oliver Scott, Richard Kellett-Clarke, Jeremy Millard, Barbara Moorhouse and Christopher Stone. A quorum shall be any three members of the Committee, provided at least two are independent. The members of the Committee can be varied at any time by a majority resolution of the existing members of the Committee save that the majority of the Committee must comprise the Chairman of the Committee and independent non-executive directors.
Information last updated: 7 January 2019