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Corporate Governance

All members of the board believe strongly in the value and importance of good corporate governance and in our accountability to all of Maistro’s stakeholders, including shareholders, staff, clients and suppliers. In the statement below, we explain our approach to governance, and how the board and its committees operate.

The corporate governance framework which the group operates, including board leadership and effectiveness, board remuneration, and internal control is based upon practices which the board believes are proportional to the size, risks, complexity and operations of the business and is reflective of the group’s values. Of the two widely recognised formal codes, we have therefore decided to adhere to the Quoted Companies Alliance’s (QCA) Corporate Governance Code for small and mid-size quoted companies (revised in April 2018).

The QCA Code is constructed around ten broad principles and a set of disclosures. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each as required by the QCA Code. The board considers that it does currently depart from principle 7 of the QCA Code.

1. Establish a strategy and business model which promote long-term value for shareholders

As recommended by the QCA Code, this will be discussed in the company’s annual report.

2. Seek to understand and meet shareholder needs and expectations

Responsibility for investor relations rests with the CEO, supported by the CFO. The group is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. We communicate with shareholders through the Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting (AGM), and we encourage shareholders’ participation in face-to-face meetings. A range of corporate information (including all Maistro announcements) is also available to shareholders, investors and the public on our website.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success

Stakeholder Reason for engagement How we engage
Staff Our ability to fulfil client services and develop and enhance the cloud software platforms on which they depend relies on having talented and motivated staff Good two-way communication with staff is a key requirement for high levels of engagement, fostering a culture of innovation. Monthly staff briefings. Invitation to staff to ask questions of management that are answered in the briefings. These have provided insights that have led to enhancement of management practices and staff incentives.
Clients Our success and competitive advantage are dependent upon fulfilling client requirements, particularly in relation to quality of service, its speed of delivery and security. Understanding current and emerging requirements of clients enables us to develop new and enhanced services, together with software to support the fulfilment of those services. Obtain requests for new services and service enhancements.
Suppliers Our database of suppliers enables us to intelligently match our customers’ requirements to the most suitable suppliers. Our suppliers will provide similar services to other organisations so we must ensure they are available to us and accommodating. We optimise our systems to simplify the work of suppliers as much as possible, including in relation to administration of projects. These have led to a large, growing and supportive supplier network.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

As recommended by the QCA Code, this will be discussed in the company’s annual report.

5. Maintain the board as a well-functioning, balanced team led by the chair

As recommended by the QCA Code, this will be discussed in the company’s annual report. The board includes three independent non-executive directors: Preet Mardia, Richard Rae and Richard Croft.

6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

As recommended by the QCA Code, this will be discussed in the company’s annual report.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The current board has been in place since August 2017 and a board evaluation process has not yet taken place. The board expects an evaluation to take place during the following 12 months.

8. Promote a corporate culture that is based on ethical values and behaviours

The board embodies and promotes a corporate culture that is based on sound ethical values and behaviours.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The Board provides strategic leadership for the group and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the business, and defining the strategic goals that the group implements in its business plans. The board defines a series of matters reserved for its decision and has approved terms of reference for its audit and remuneration committees to which certain responsibilities are delegated. The chair of each committee reports to the board on the activities of that committee.

The Audit Committee members are Richard Rae (Chair) and Preeti Mardia. The committee monitors the integrity of financial statements, oversees risk management and control, monitors the effectiveness of the internal audit function and reviews external auditor independence.

The Remuneration Committee members are Preeti Mardia (Chair), David Rowe and Richard Rae. The committee sets and reviews the compensation of executive directors including the setting of targets and performance frameworks for cash- and share-based awards.

The Executive Board, consisting of the executive directors, operates as a management committee, chaired by the CEO, which reviews operational matters and performance of the business, and is responsible for significant management decisions while delegating other operational matters to individual managers within the business.

The Chairman has overall responsibility for corporate governance and in promoting high standards throughout the group. He leads and chairs the board, ensuring that committees are properly structured and operate with appropriate terms of reference, ensures that performance of individual directors, the board and its committees are reviewed on a regular basis, leads in the development of strategy and setting objectives, and oversees communication between the group and its shareholders.

The CEO provides coherent leadership and management of the group, leads the development of objectives, strategies and performance standards as agreed by the board, monitors, reviews and manages key risks and strategies with the board, ensures that the assets of the group are maintained and safeguarded, leads on investor relations activities to ensure communications and the group’s standing with shareholders and financial institutions is maintained, and ensures that the board is aware of the views and opinions of employees on relevant matters.

The Executive Directors are responsible for implementing and delivering the strategy and operational decisions agreed by the board, making operational and financial decisions required in the day-to-day operation of the group, providing executive leadership to managers, championing the group’s core values and promoting talent management.

The Independent Non-Executive Directors contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinise the performance of management, provide constructive challenge to the executive directors and ensure that the group is operating within the governance and risk framework approved by the board.

The Company Secretary is responsible for providing clear and timely information flow to the board and its committees and supports the board on matters of corporate governance and risk.

The board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor the suitability of this code on an annual basis and revise its governance framework as appropriate as the group evolves.

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Historical annual reports and other governance-related material is available on the Investors section of our website.

At the company’s 2018 AGM all resolutions were passed with over 90% of the votes cast.