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.
A strong corporate governance framework consists of 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 year ended 30 April 2017 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 2017, 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. 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 become 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. Since the announcement of the HPE Software transaction on 7 September 2016, a further leadership announcement was made on 17 January 2017 that Chris Hsu would become CEO on completion of the transaction on 1 September 2017. Chris Hsu joined the board on 1 September and Stephen Murdoch left the board at the same time as becoming COO.
As Executive Chairman, Kevin Loosemore has responsibility for the delivery of strategy; M&A activities; investor relations; and leadership development. Chris Hsu, Stephen Murdoch and Nils Brauckmann are responsible for the day-to-day operation and execution of the Micro Focus and SUSE businesses respectively. In the preliminary results announcement on 12 July 2017, it was stated that Kevin Loosemore will remain as Executive Chairman until the announcement of the first full year results after completion of the HPE Software transaction. This is currently expected to be January 2019.