The UK Corporate Governance Code
The board of Micro Focus International plc is committed to delivering outstanding shareholder returns and believes this is underpinned by high standards of corporate governance and a strong corporate governance framework. To support this framework, the board has established and embedded procedures and processes throughout the whole Group.
The principal corporate governance guidance that applies to companies listed with the UK Listing Authority during the year reported on is contained in the UK Corporate Governance Code 2014 (the “Corporate Governance Code”) published by the Financial Reporting Council in September 2014, which is available at www.frc.org.uk.
The directors are committed to ensuring that the Company works towards compliance with the main principles of the Corporate Governance Code and throughout the year reported on the Company has been in compliance except for the following:
A.2.1 – Chairman and Chief Executive Officer – The Corporate Governance Code requires that the roles of Chairman and Chief Executive Officer should not be exercised by the same individual. For the majority of the year ended 30 April 2016 Kevin Loosemore (formerly non-executive Chairman) held the combined role of Chairman and Chief Executive Officer having been appointed to the role of Executive Chairman on 14 April 2011. In order to mitigate any potential concerns over the combined role, Karen Slatford, the senior independent non-executive director, had separate and defined responsibilities from the Executive Chairman. Karen Slatford chairs the nomination committee and is responsible for succession planning. During the year ended 30 April 2016, Karen Slatford, in her role as senior independent non-executive director, led (and will continue to lead) on governance issues, including the annual review of board effectiveness, and acting as an intermediary, if necessary, between non-executive directors and the Executive Chairman and between the Company and its shareholders, providing a point of contact for those shareholders who wish to raise issues with the board, other than through the Executive Chairman. The non-executive directors have met without the Executive Chairman present to appraise the Executive Chairman’s performance. The meeting was chaired by the senior independent non-executive director, Karen Slatford. A majority of the board is made up of independent non-executive directors.
In December 2015, the Company announced that Stephen Murdoch and Nils Brauckmann would be joining the board as Chief Executive Officer of Micro Focus and Chief Executive Officer of SUSE respectively enabling the roles of Chairman and CEO to be split. Stephen Murdoch and Nils Brauckmann joined the board on 1 February 2016.
As Executive Chairman, Kevin Loosemore has responsibility for the delivery of strategy; ensuring the benefits of the integration of the TAG business are realized; M&A activities; investor relations; and leadership development. Stephen Murdoch and Nils Brauckmann are responsible for the day-to-day operation and execution of the Micro Focus and SUSE businesses respectively. Kevin Loosemore will work to ensure an orderly transition of all executive responsibilities by April 2018.
Corporate Governance Report 2016 (PDF)
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