Statement of compliance with Companies Act 2006 s172

Directors’ statement of compliance with duty to promote the success of the company 

This statement by the Board of Directors describes how they have approached the responsibilities under s172(1) (a) to (f) of the Companies Act 2006 in the financial year ending 31 March 2020. 

The directors set strategic objectives covering the current and following four financial years and maintain a financial plan that reflects how the group intends to achieve these objectives. This plan is kept under continuous review, with financial projections updated at least annually. All key business decisions are taken with reference to this strategic and financial plan.  

The group has very little physical infrastructure. Our key asset is our employees. Accordingly, we seek to promote the best interests of our employees through: 

  1. Offering highly competitive pay and conditions including where appropriate participation in business profitability; 
  2. Maintaining and applying detailed staff policies and procedures that reflect all relevant legal requirements and best practice appropriate to a company of our size and structure; 
  3. Communicating with staff in a structured way about performance, suggestions and welfare issues; 
  4. Operating an equal opportunities employment and advancement policy; 
  5. Monitoring as standing items in senior leadership team and board meetings: 
    • Diversity throughout our business including in relation to representation in senior management and pay comparability; 
    • Health and safety issues; 
    • Welfare issues; 
    • Staff grievances and complaints; 
    • Staff turnover and feedback from exit interviews. 

The group’s principal suppliers are business software publishers (known as “vendors” in the industry). Our relationships with key vendors are structured formally and are typically documented in detailed contracts. Specific personnel are allocated to the maintenance and development of these vendor relationships and the group has a detailed, formal policy on the content of vendor contracts and for the commercial terms of trading with vendors that is intended to ensure the trading terms are balanced and fair to both parties. 

The group’s trading with customers is also managed on the basis that specific personnel are allocated to the maintenance and development of key relationships. Some customer trading is undertaken under bespoke contracts, some on our standard terms and conditions and some on the customer’s standard terms and conditions. In all three cases we again operate a formal policy with regard to acceptable and fair commercial and legal terms of trading. 

In all business relationships – vendors, customers and others – we only deal with parties who operate to our minimum standards of fairness, transparency and financial probity. In our international business we are careful in our expansion into frontier markets and have strict and formal approval processes to manage market, legal, reputational, data management, IT security and credit risk. We have in-house professional resource who are legally and professionally qualified and highly experienced in all of these areas and where necessary we supplement this with the highest quality of external professional advice. We have detailed, formal policies covering, amongst other things, data protection, IT security, anti-corruption, equal opportunities, modern slavery, anti-money laundering, vendor and customer take-on and approval of contracts and management of credit risk.   

The group trades almost exclusively by means of electronic software delivery and is exclusively a business-to-business supplier in a niche business market. We do not consume significant amounts of energy or generate significant amounts of waste. Accordingly, we have little visible presence or impact in the communities where we are based and our business is not one that has major environmental impact. The board is currently considering how our business model can be adapted to minimise staff travelling (both home-to-work and travel on business) and lessen the environmental impact of such travel. Save in relation to some very limited legacy situations from acquisitions, we do not offer company cars to any of our directors or personnel. We strongly encourage the use of mass public transport for business travel rather than private car or taxi. 

The group’s key vendors and customers are typically listed companies or institutionally-owned private companies. Accordingly, they operate to very high corporate governance and transparency standards and require that their key trading partners do so too. Our policies and procedures are maintained and developed to meet and exceed these requirements. Whilst the group has no current or foreseeable requirement to seek institutional investment or listing, these are options for the future that the board is aware of. We have made a significant investment, including through participation over the last two years in the London Stock Exchange “Elite” private companies programme, in our senior leadership team’s knowledge and awareness of corporate governance issues and best practice.     

The group has only one shareholder and therefore the requirement in s172(f) of the Companies Act 2006 currently has no application to us.