Governance: principles, articles and documents

Principle 1

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:

• continue to enhance our Liberty platform;
• continue to invest in, and transition to, Cloud business, while maintaining our premise-based business;
• leverage our enhanced product offering to unlock the potential from Netcall’s existing customer base
  through up- and cross-sales;
• capitalise on the Cloud Intelligent Automation and Customer Engagement market opportunity to acquire new customers;
• enhance distribution, including international presence, via new channels;
• provide a flexible and viable commercial framework making it easy for customers to buy from us; and
• manage organisational and operational flexibility within a robust financial, control and compliance framework.

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:

• maintaining leading edge products in rapidly moving and changing technological markets – the Group stays in close contact with customers and leading industry analysts to assist in the creating its technology roadmap, developed and delivered by our qualified staff;
• maintaining and improving high levels of quality across the business value chain – we have adopted a quality
  management system and continuously increase our use of technology to improve quality. The quality management system is independently audited;
• ensuring the security of customers’ data – the safekeeping of customer data is of vital importance. Our IT services are regularly audited for security by external parties. Netcall continuously develops its internal systems and
  framework to improve and reduce risks. Additionally, features to reduce risks are implemented throughout our proprietary software and systems;
• delivering high availability – a failure in the Group’s systems could lead to an inability to deliver services. This is addressed by operating redundant systems across multiple availability zones, a detailed disaster recovery programme and employment of experienced staff; and
• recruiting and retaining suitable staff – the Group’s ability to execute its strategy is dependent on the skills and abilities of its staff. We undertake ongoing initiatives to foster good staff engagement and ensure that remuneration packages are competitive in the market.

Principle 2

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.

Principle 3

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:

• Staff – management’s close day-to-day connection with staff combined with periodic engagement surveys and virtual ‘town hall meetings’ to facilitate good relations with, and between, colleagues. These activities allow staff to share their views on ways in which the Group can improve including products, processes and outcomes.
• Customers – delivering great customer service is a core attribute of the Group. Our success and competitive advantage are dependent upon fulfilling their requirements, particularly in relation to experience, integrity and quality of our software and services. We seek feedback on our software and services frequently, including via our account managers, product owners and executive sponsors, project delivery boards and through a formal customer satisfaction survey programme.
• Suppliers – our key suppliers provide technology, which is incorporated into our software and technology services, which enable the delivery of our Cloud platform and IT equipment support for on-premises solutions. We operate a formal supplier process covering supplier selection, onboarding and ongoing relationship management. This includes periodic updates on our suppliers’ strategies and inputs into our product and services design and
  development.
• Shareholders – our approach to obtaining feedback is set out in Principle 2 above.

Principle 4

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.

• Company management: The Board has put in place a system of internal controls, set within a defined organisational structure with well understood lines of responsibility, delegation of authority, accountability, policies and procedures. Managers assume responsibility for running day-to-day operational activities with performance regularly reviewed and employees are required to follow procedures and policies appropriate to
  their position within the business.
• Business risks: The Board is responsible for identifying, evaluating and managing all major business risks facing the Group. To facilitate the assessment of risks, regular meetings are held with senior team members to understand their assessment of risks. These are then collated into a central risk register, which is reviewed netcall.com Netcall plc Annual Report and Accounts for the year ended 30 June 2024 19 by the Board during the year. Monthly reports on non-financial matters are also received by the Board covering such matters as sales and operations performance and research and development progress.
• Financial management: An annual operating budget is prepared by management and reviewed and approved by the Board. Monthly accounts, together with key performance metrics, are received and discussed by the Board. The Group has in place documented authority levels for approving purchase orders, invoices and bank transactions.
• Quality management: The Group is focused on meeting the highest levels of customer satisfaction. Quality procedures for the development of products, services and maintenance support are documented and reviewed
  frequently.
• Internal audit: The Directors do not currently believe that an additional separate internal audit function is appropriate for the size and complexity of the Group, but will continue to review the position. The Group is ISO9001 and ISO27001 accredited, which has been independently audited.

Principle 5

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:

• Henrik Bang was appointed to the Board in 2004 as Chief Executive Officer, a role he held until 31 December 2023. On 1 January 2024, Henrik retired from his Executive role, and as a Non-Executive Director, assumed the office of Chairman. As the former Chief Executive and a major shareholder in the Company, Henrik is not regarded as an Independent Non-Executive Director. The Board believes that Henrik’s role as Chair brings significant benefits to the Board, Company and its investors; and
• Michael Jackson was formerly the Non-Executive Chair and became a Director without the intervention of a Nomination Committee. He was also previously a participant in the Group’s Long Term Incentive Plan and is a
  shareholder of the Company.

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:

Principle 6

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.

Principle 7

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.

Principle 8

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.

Principle 9

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 Board’s agenda focuses on key operational and financial issues with regular reviews of the Group’s strategy
  and its implementation;
• committees are properly structured and operate with appropriate terms of reference;
• regular performance reviews of the individual Directors, the Board and its committees are conducted;
• the Board receives accurate, timely and clear information; and
• effective communication between the Group and its shareholders is maintained.

The CEO provides leadership and management of the Group, ensuring:

• the development of objectives and strategies;
• delivery of the business model within the strategy agreed by the Board;
• the monitoring and management of operational performance and key risks to ensure alignment with the strategy;
• effective investor relations activities to maintain good communications with shareholders and financial institutions; and
• the Board is aware of the views and opinions of employees on relevant matters.

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:

• Setting long-term objectives and commercial strategy;
• Approving annual operating and capital expenditure budgets;
• Changing the share capital or corporate structure of the Group;
• Approving half-year and full-year results and reports;
• Approving dividend policy and the declaration of dividends;
• Approving major investments, disposals, capital projects or contracts;
• Approving resolutions and associated documents to be put to general meetings of shareholders;
  and
• Approving changes to the Board structure.

A copy of the Matters Reserved for the Board is available here.

Principle 10

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.