Last updated: 18th December 2024
In accordance with amended AIM Rules for Companies (‘AIM Rules’) by the London Stock Exchange, the Board has opted to apply the Quoted Companies Alliance’s (QCA) Corporate Governance Code 2018 (the ‘QCA Code 2018’). The Board chose to apply this code as it believes it is more suitable for small and mid-size companies.
The QCA Code 2018 includes ten governance principles and a set of disclosures. The Board has considered how each principle is applied to the extent appropriate. Below, is an explanation
of the approach taken in relation to each principle and any areas where the Company does not comply with the QCA Code 2018.
On 13 November 2023, the QCA published the latest version of its corporate governance code (the ‘QCA Code 2023’) aimed at UK Growth companies. The QCA recommends adopting the QCA code 2023 for accounting periods commencing on or after 1 April 2024.
The Board has reviewed the contents of the QCA code 2023 and intends to adopt the latest version for the year ending 30 June 2025.
The purpose of Netcall (‘Netcall’ or the ‘Group’) is to help organisations implement their digital strategies successfully, creating more intelligent, efficient and customer-centric organisations. As a result, organisations can become more effective and efficient in their operations, delivering better and more sustainable outcomes for service-users.
We achieve this by developing powerful and intuitive software that addresses the core elements of best-in-class automation and customer experience. Our industry- leading Liberty platform is a suite of automation, Customer Engagement and contact centre solutions.
This is underpinned by our business model, which licenses our proprietary software and software-as-a-service within a flexible and viable commercial framework.
Our key strategies are to:
The objective is that this strategic framework will result in a growing, profitable and highly valued business, which will benefit all stakeholders.
The key challenges, being addressed within the strategic framework, include:
The CEO and the CFO serve as the primary shareholder liaison. Shareholders can approach the Non-Executive Chair or Non-Executive Directors with any enquires regarding Executive Directors.
The Company has open communications with its shareholders regarding its strategy and performance. It engages with shareholders through various channels, including the Annual Report and Accounts; full-year and half-year results announcements; trading updates; the Annual General Meeting (‘AGM’); and, other meetings. Additionally, a wide
range of information is accessible to shareholders and the public on the Group’s website.
The AGM is the main forum for dialogue with private shareholders. The Company encourages all shareholders to attend and participate. The Notice of AGM is sent to shareholders at least 21 clear days before the meeting. Whenever possible, all Directors attend the AGM to answer questions from investors. Shareholders vote on each resolution, by way of a poll and the number of votes received for, against and withheld is published on the Company’s website.
The Directors seek to build a mutual understanding of objectives with institutional shareholders. Our CEO and CFO present results to analysts and institutional investors. The Company communicates with institutional investors through meetings, roadshows and informal briefings with management. Netcall’s Nominated Adviser arranges most of these meetings and provides anonymised feedback from the fund managers met. This feedback, along with direct feedback, helps the Board understand investor motivations and expectations.
The long-term success of the Group relies upon good relations with a range of different stakeholders, including our staff, customers, suppliers and shareholders. We engage with these stakeholders to obtain feedback as follows:
The Directors are responsible for risk assessment and the systems of internal control. Although no system of internal
control can provide absolute assurance against material misstatement or loss, the Group’s systems are designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.
The Board members collectively bear the responsibility and legal obligation to promote the interests of the Group. They are collectively accountable for defining corporate governance arrangements, with the ultimate responsibility for the quality and approach to corporate governance resting with the chair of the Board.
The Board comprises five Directors: two Executive and three Non-Executive. The Executive Directors work full-time for Netcall. The Non-Executive Chair and Non- Executive Directors are expected to commit one to two days per month.
The relevant experience and skills that each Director brings to the Board are detailed below.
According to the QCA Code 2018, it is generally expected that at least half of the directors on a board are independent non-executive directors. The Company does not comply with this aspect of the QCA Code 2018, as two Non-Executives
are not deemed to be independent for the following reasons:
Subsequent to the year end, on 16 September 2024, the Group announced the appointment of James Platt as an Independent Non-Executive Director. James will join the Board on 24 October, at which point the Group will have two
Independent Non-Executive Directors.
The Board has three committees: Audit, Remuneration and Nomination. The Chair’s participation on sub-committees
is necessary due to the limited number of Non-Executive Directors.
Notwithstanding the above, the Board considers that the Non-Executive Directors possess sufficient industrial and public markets to constructively challenge the Executive team and help drive value for all stakeholders. Moreover, the Board values the long service of Henrik Bang and Michael Jackson as a significant asset to constructive Board discussion. Currently, there are no female Directors. The Board remains confident that the opportunities within the Company are not excluded or limited by any diversity issues (including gender) and that the Board nevertheless contains the necessary mix of experience, skills and other personal qualities and capabilities necessary to deliver its strategy. The QCA Code 2018 acknowledges that certain recommendations may not be suitable for growing companies, and the Board considers that its current Directors provide a wide range of expertise, which benefits the Group and its stakeholders.
The Board meets regularly during the year, with additional meetings arranged as necessary for specific purposes. It has a schedule of regular business, financial and operational matters. Each Board committee has its own terms of
reference along with a schedule of work to ensure all areas of responsibility are addressed during the year. To inform decision making, the Chair is responsible for ensuring that Directors receive accurate, sufficient and timely information. The Company Secretary provides minutes of each meeting, and every Director is aware of the right to seek independent advice at the Group’s expense where appropriate.
Meetings held during the period under review and the attendance of Directors is set out below:
| Board Meetings | Audit Committee | Remuneration Committee | Nomination Committee | |||||
| Possible | Attended | Possible | Attended | Possible | Attended | Possible | Attended | |
| Executive Directors | ||||||||
| Henrik Bang (as CEO) | 6 | 6 | – | 2(2) | – | – | – | – |
| James Ormondroyd | 12 | 12 | – | 3⁽2⁾ | – | – | – | – |
| Richard Hughes | 7 | 7 | – | 1⁽2⁾ | – | – | – | – |
| Non-Executive Directors | ||||||||
| Henrik Bang (as Chair) | 6 | 6 | – | 1(2) | 4 | 4 | 1 | 1 |
| Michael Jackson | 12 | 12 | 3 | 3 | 6 | 6 | 3 | 3 |
| Nigel Halkes | 7 | 7 | 1 | 1 | 4 | 4 | 1 | 1 |
| Michael Neville (1) | 8 | 8 | 3 | 3 | 2 | 2 | 2 | 2 |
| Tamer Ozmen (1) | 4 | 4 | – | – | – | – | – | – |
(1) Mike Neville retired from the Board on 29 February 2024, and Tamer Ozmen retired from the Board on 19 December 2024.
(2) Attended by invitation as not a member of the Audit Committee.
The Board comprises five members, all with relevant sector experience in technology and at least ten years of public markets experience. Four members are chartered accountants. The Board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to successfully execute its strategy. Directors attend seminars, courses and other regulatory and trade events to ensure that their knowledge remains current.
Henrik Bang, Non-Executive Chair
Term of office: Appointed Non-Executive Chair on 1 January 2024 following serving on the Board as
CEO from 13 February 2004. Chair of the Nomination Committee and member of the Remuneration Committee.
Background and suitability for the role: Henrik was previously Vice President in GN Netcom 1999–2004, part of the Danish OMX listed GN Great Nordic Group. He also held various international management positions in IBM and AP Moller-Maersk Line.
Michael Jackson, Non-Executive Director
Term of office: Appointed as Non-Executive Director on 1 January 2024, following serving as Non-Executive Chair from
23 March 2009; Chair of the Remuneration Committee and member of the Audit and Remuneration Committees.
Background and suitability for the role: Michael studied law at Cambridge University and qualified as a chartered accountant with Coopers & Lybrand. He spent five years in marketing for various US multinational technology companies. For the past 30 years, he has specialised in raising finance and investing in the smaller companies quoted and unquoted sector. He was Director (1983–1987) and chair (1987–2006) of FTSE 100 company Sage Group plc. He was also chair of PartyGaming plc, another FTSE 100 company.
Nigel Halkes, Non-Executive Director
Term of office: Joined as Non-Executive Director on 1 December 2023 and was co- opted to the Board on 19 December 2023; Chair of the Audit Committee and member of the Nomination and Remuneration Committees.
Background and suitability for the role: Nigel is a Fellow of the Institute of Chartered Accountants in England and Wales, qualifying with EY. He spent 35 years at EY, retiring as Managing Partner, UK and Ireland markets in 2013.
Between 1995 and 2003, Nigel was EY’s National Industry Leader for Technology, Media & Telecoms. Nigel also currently sits on the boards of Hargreaves Services PLC and Tribal Group PLC.
James Ormondroyd, CEO
Term of office: Appointed CEO on 1 January 2024, following his role as Group Finance Director since 30 July 2010.
Background and suitability for the role: James studied physics at the University of Manchester and qualified as a chartered accountant with PwC. He was appointed to the Netcall Board on the acquisition of Telephonetics plc, a speech recognition and voice automation software provider, where he served as the Finance Director and Company Secretary for five years. Prior to that, he was the Finance Director and Company Secretary at World Television Group Plc a multi-national media and technology business.
Richard Hughes, CFO
Term of office: Joined as CFO on 27 November 2023 and was co-opted to the Board on 19 December 2023.
Background and suitability for the role: Richard was previously CFO of Proactis Holdings plc and, prior to that, part of the senior management teams at Pace plc and ARRIS International plc. He has extensive experience in commercial
finance, financial control, accounting, reporting, compliance and governance working across the UK, Europe, Asia Pacific, South America and the US. Richard is a Fellow of the Institute of Accountants in England and Wales.
Directors are initially appointed until the following Annual General Meeting, where they must be elected by shareholders under the Company’s Articles of Association. The Articles require that one-third of the current Directors must retire as Directors by rotation. The QCA Code 2018 recommends that independent directors who have served for more than nine years should be re-elected annually. The Company does not follow this recommendation due to the current size of the Board and considers the experience of its current Non-Executive Directors to be sufficient for its needs.
Michael Jackson was proposed for re-election and reappointed in 2020, and will also be proposed for re-election at the Company’s Annual General Meeting on 17 December 2024. Henrik Bang was proposed for re-election and reappointed in 2021. James Ormondroyd was proposed for re-election and reappointed in 2022. Richard Hughes, Nigel Halkes and James Platt will be proposed for election at the Company’s Annual General Meeting on 17 December 2024.
The performance and effectiveness of the Board, its committees and individual Directors are reviewed by the Non- Executive Chair and the Board on an ongoing basis. The Non-Executive Chair’s performance is evaluated by the other Board members. Training is available upon request by a Director, or if deemed necessary by the Non-Executive Chair. The Board’s performance is measured by the Non-Executive Chair with reference to the Company’s strategic goals. A formal internal self-evaluation of its performance is expected to be implemented by the Board for the year-ending 30 June 2025.
The Board also regularly assesses the candidacy of Netcall staff for succession planning within Executive Management. A short-term plan is in place to address the potential loss or incapacity of either the CEO or CFO. Additionally, a number of senior managers serve as Directors on subsidiary company boards, and their
progress is evaluated.
The Group’s long-term growth is anchored by a set of value-based operating principles, which are regularly reviewed
and adapted as the Group evolves. These principles focus on customer focus, innovation, integrity, quality and teamwork. The Group’s culture embodies these values, which are widely communicated through the Group’s competency framework and are actively promoted by managers in their daily activities.
We monitor the culture through employee and customer surveys and support ethical behaviour with comprehensive policies and procedures. The Board is regularly updated on survey findings and necessary actions, and it considers the Group’s culture to be positive.
The Board believes that a culture grounded in these core values aligns with the Group’s mission and execution of its strategy.
The Board is responsible for setting the Group’s vision, strategy and business model to deliver value to its shareholders. It maintains a governance structure appropriate for the Group’s size, complexity and risk profile, ensuring this structure evolves over time in line with the Group’s developments.
The Board has defined a series of matters reserved for its decision and has established terms of reference for its audit,
remuneration and nomination committees, delegating specific responsibilities to each. The chair of each Committee reports to the Board on their respective activities.
The Audit Committee monitors the integrity of the financial results, reviews the need for internal audit and considers the engagement of external auditors, including the approval of non-audit services. The Audit Committee comprises Nigel Halkes and Michael Jackson. It is chaired by Nigel Halkes and meets at least twice per year. Further details are available in the Audit Committee report and the terms of reference of the Audit Committee are available here.
The Remuneration Committee sets and reviews the compensation of Executive Directors including targets and performance frameworks for cash- and share-based awards. The Remuneration Committee comprises Michael Jackson, Henrik Bang and Nigel Halkes. It is chaired by Michael Jackson and meets at least twice per year. Further
details are available in the Remuneration Committee report and the terms of reference of the Remuneration Committee are available here.
The Nomination Committee reviews the structure, size and composition of the Board, considers succession planning and identifies and nominates Board candidates. The committee comprises Henrik Bang, Michael Jackson, and Nigel Halkes. It is chaired by Henrik Bang and met three times during the year. Further details are available in the Nomination Committee report and the terms of reference of the Nomination Committee are available here.
The Non-Executive Chair leads the Board and oversees the Group’s corporate governance, ensuring that:
The CEO provides leadership and management of the Group, ensuring:
The Non-Executive Directors contribute independent thinking and judgement, applying their external experience and knowledge to scrutinise management performance and provide constructive challenge to the Executive Directors. They ensure the Group operates within the governance and risk framework approved by the Board.
The Company Secretary ensures clear and timely information flows to the Board and its committees, supporting the Board on matters of corporate governance and risk.
The Board reserves the following matters for its decision:
A copy of the Matters Reserved for the Board is available here.
This Corporate Governance Report is available on the Netcall website and is reviewed and updated annually by the Board. Additionally, the website provides copies of the Annual Report & Accounts, AGM notices, voting outcomes and other governance-related materials.
