Board Committees Approved by the Board on 21 August 2018
For the purposes of AIM Rule 26, the recognised corporate governance code that the Board has decided to apply is the Quoted Companies Alliance Corporate Governance Code 2018 (“QCA Code”). The Board believes the QCA Code provides the most appropriate framework of governance arrangements for the Company, considering the size and stage of development of the Company’s business. The following information is provided to explain how the Company complies with the QCA Code. Where we have deviated from the Code we have stated as such.
Long Term Value Value & Strategy
The Company’s business model is designed to promote long-term value for all stakeholders. It is explained in detail here.
The Company actively engages in dialogue with shareholders. The Chief Executive Officer and Chief Financial Officer regularly meet with institutional shareholders and analysts, including after the announcement of full-year and half-year results, and are responsible for ensuring that their expectations are understood by the Board. The AGM also provides an opportunity for all shareholders to engage and to ask questions of the Board.
The Board considers the interests of shareholders and all relevant stakeholders in line with section 172 of the Companies Act 2006. The Company focuses on building strong and sustainable relationships with a range of different stakeholders in order to support the long-term success of the Company.
For customers, we regularly engage through customer events such as our flagship Blue Prism World event, held last year in London and New York, with touring events held in Tokyo, Sydney and San Francisco. We also run a series of smaller user groups around the world to share information with our customers and obtain their feedback on the strategic direction of the product. For our partners, we hold regular dedicated events such as the Partner Forum and Partner Executive Council, at which we share information about our product and solicit feedback and market intelligence.
For employees we create a motivational and supportive work environment to promote high performance and low turnover. Regular employee engagement events are held through live webinar due to the geographically dispersed nature of the Company’s workforce, and the CEO and members of the executive team regularly hold local employee “town hall” meetings when visiting the global offices. All employees share in the creation of long-term shareholder value through participation in the employee share plan.
In the wider community, we operate the Blue Prism Academia programme, under which qualifying academic institutions are provided with free access to the Company’s software to help develop the intelligent automation skills of the workforce of the future.
The Company is exposed to a number of potential risks which may have a material effect on its reputation, financial or operational performance. The Board has overall responsibility for risk management and internal controls and is fully supported by the Audit Committee. More detail about the identified principal risks and uncertainties can be found here.
The Board has overall responsibility for the Company’s system of internal control and for reviewing its effectiveness. The processes to identify and manage the key risks of the Company are an integral part of the internal control environment. Such processes, which are regularly reviewed and improved as necessary, include strategic planning, approval of annual budgets, regular monitoring of performance against budget (including full investigation of significant variances), control of capital expenditure, ensuring proper accounting records are maintained, the appointment of senior management and the setting of high standards for health, safety and environmental performance.
The effectiveness of the internal control system and procedures is monitored regularly through a review by management, the results of which are reported to, and considered by, the Audit Committee. The system of internal control comprises those controls established to provide assurance that the assets of the Company are safeguarded against unauthorised use and to ensure the maintenance of proper accounting records and the reliability of financial information used within the business or for publication. Any system of internal control can only provide reasonable, but not absolute, assurance against material misstatement or loss, as it is designed to manage rather than eliminate the risk of failing to achieve the business objectives of the Company.
The Board consists of the Chairman, two Executive Directors and three Non-Executive Directors. The biographical details of the Board members can be found here.
The Board has determined that Chris Batterham, Charmaine Carmichael and Ken Lever are independent in character and judgement. The Chairman, Jason Kingdon, is not considered to be independent, however the Board considers that his long experience as Chairman of the Board of Blue Prism Limited (which until the IPO was the Parent of the Group of companies) is of benefit to the Board in providing continuity of knowledge and additional industry expertise to the Company. Chris Batterham has been appointed as Senior Independent Director.
The Board meets sufficiently regularly, at least ten times throughout the year. Meetings of the Non-Executive Directors without the Executive Directors being present are held at least annually, both with and without the Chairman.
Board Composition and Performance
The Board considers its overall size and current composition to be suitable and have an appropriate balance of sector, financial and public markets skills and experience as well as an appropriate balance of personal qualities and capabilities. Composition of
the Board will be reviewed at least annually by the Nomination Committee. The Nomination Committee will make recommendations to the Board based on a number of factors including the skills necessary for execution of the Company strategy and diversity.
In order to develop their skills and keep up to date with market developments the Board receive regular training from the Company’s Nominated Adviser. All members of the Board have access to the advice and support of the Company Secretary, who is also responsible for facilitating the induction programme for new Directors.
All Directors are expected to devote such time as is necessary for the proper performance of their duties. This includes the need to make themselves available if an event occurs that requires Board involvement. It is expected that Non-Executive Directors who chair committees or have additional responsibilities (for example, the Senior Independent Director) will increase their time commitment to the Company.
The Nominations Committee is responsible for Board evaluation, and the Committee intends to conduct its first formal evaluation of the Board within the year. The Committee envisages that an internal evaluation will take place on an annual basis, and that the process will be replicated for each of the Committees of the Board.
The results of the Board evaluation process will be used by the Nominations Committee to inform its approach to succession planning.
P: We are Professional – smart in both thought and presentation
R: We argue passionately and openly but we have Respect for each other and a consensual style
I: We act with Integrity in our business dealings
S: We strive for Success – we are totally committed to being the best we can be
M: We eMpower our people to act in the interests of the company
These Blue Prism Values are reflected in everything that we do, beginning with the selection criteria used in the employee recruitment process and continuing throughout all elements of the Company’s business. The Board ensures that ethical behaviours are expected and followed by approving a set of internal policies on matters such as anti-bribery and whistleblowing, and by ensuring that appropriate systems and controls are in place to ensure compliance with those policies.
Whilst the Board is collectively responsible for defining corporate governance arrangements, the Chairman is ultimately responsible for corporate governance. The governance structures within the Company have been assessed by the Board and are considered appropriate for the size, complexity and risk profile of the Company. This will be reviewed by the Board to ensure governance arrangements continue to be appropriate as the Company changes over time.
There is a formal schedule of matters reserved for the decision of the Board that covers the key areas of the Company’s affairs. The schedule includes approval of the Annual Report and any other financial statements, the adoption of the budgets and business plans, material financial commitments, and the release of inside information.
The Chairman, Chief Executive and Senior Independent Director have clearly defined roles and responsibilities. The role of the Chairman is to lead the Board and ensure it is operating effectively in approving and monitoring the strategic direction of the Company. The role of the Chief Executive is to propose strategic direction to the Board and to execute the approved strategy by leading the executive team in managing the Company’s business. The role of the Senior Independent Director is to act as a sounding board for the Chairman and a source of reciprocal feedback for other members of the Board and shareholders, where required.
The Board is supported by an Audit Committee, Remuneration Committee and a newly-established Nominations Committee. Details of Committee composition and copies of their respective terms of reference can be found on our website.
The Company is committed to open communications with all its shareholders. Communication is primarily through the Company’s website and the Annual General Meeting. All shareholders will receive a copy of the Annual Report (electronic or hard copy depending on shareholder preference), and an interim report at the half year is available on the Company’s website. Copies of historical Annual Reports and notices of general meetings covering the period since the shares of the Company were admitted to trading on AIM are also available on the Company’s website. The Company reports on the responsibilities and activities of each of the Committees in the Annual Report.