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Corporate Governance

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Corporate Governance CHAIRMAN’S INTRODUCTION CORPORATE GOVERNANCE The executive team is required to provide the information to the Board that the Board needs to enable it to exercise its judgement. It must also evidence appropriate process. There is a very fine distinction between the approval of processes and their definition. Only exceptionally would the Board intervene to initiate or define. The Board sets the tone for the Company. The way in which it conducts itself, its attitude to ethical matters, its definition of success, and the assessment of appropriate risk, all define the atmosphere within which the executive team works. The Board has ultimate responsibility for ensuring an appropriate culture in the Company to act as a backdrop to the way in which the Creating long-term sustainability Company behaves towards all stakeholders. Good corporate governance is not about adhering to codes Dear shareholder of practice (although adherence may constitute a part of the evidence of good governance) but rather about the exercise of It is important that we all remember the Board is not a a mindset to do what is right. One of the challenges facing any committee where individuals represent distinct interests Board is the way in which the Non-executive and the Executive but rather a risk managing and capital allocation body Directors interact. It is clear that they each have the same legal which, in addition to shaping the framework for strategic responsibility but it is generally unrealistic to expect Executive development, participates in and is accountable for the taking Directors to speak individually with the same freedom as the of appropriately calibrated risks. Non-executive Directors. Equally, Executive Directors who just The Board of the Company is committed to ensuring that it “toe the executive line” in contradiction to their own views may provides effective leadership and promotes uncompromising not be effectively contributing to good governance. ethical standards. One of the ways in which the Board achieves A well-functioning Board needs to find the right balance this is by requiring that good governance principles and between hearing the collective executive view, being aware of practices are adhered to throughout the Company. the natural internal tensions in an executive team and allowing Good governance is about helping to run the Company well. independent input from the Non-executive Directors. It involves being satisfied that an effective internal framework One of the consequences of both increasing the watchdog of systems and controls is in place which clearly defines role of the Board and finding this balance between individuality authority and accountability and promotes success whilst and team behaviour is more Boards have fewer and fewer permitting the management of risk to appropriate levels. Executive Directors. It also involves the exercise of judgement as to the definitions Notwithstanding the tensions created by many external of success for the Company, the levels of risk we are willing expectations, which may be wholly or in part unrealistic, to take to achieve that success, and the levels of delegation a successful Board should, ideally, be composed of a diverse to the executive. The exercise of this judgement is the group of respected, experienced and competent people responsibility of the Board and involves consideration of who coalesce around a common purpose of promoting the processes and assumptions as well as outcomes. It also long-term success of the Company, provide a unified vision of involves the creation of a sensitive interface for the views of the definitions of success and appropriate risk, endeavour to shareholders and other stakeholders to be given appropriate support management (i.e. those who honestly criticise at times consideration when reaching these judgements. but encourage all the time) and who create confidence in all One way in which the Board has sought to ensure the voices stakeholders in the integrity of the business. of stakeholders are heard is through our Board Associate role, introduced in FY17. This role continues to be a successful way of ensuring that the Board appropriately considers the interests of colleagues in its deliberations and creating greater understanding of the role of the Board amongst colleagues. Sir Donald Brydon This year we appointed a new Board Associate, Albert Chairman Sampietro, as a successor to Amy Lawson, our first appointee, who will serve for an 18-month term. 66 Annual Report and Accounts 2019 The Sage Group plc. GOVERNANCE BOARD OF DIRECTORS Sir Donald Brydon N Dr John Bates Jonathan Bewes A Chairman of the Board Independent Non-executive Director Independent Non-executive Director Chairman of the Nomination Committee Chairman of the Audit and Risk Committee Date appointed to the Board Date appointed to the Board Date appointed to the Board 6 July 2012 and as Chairman on 1 September 2012 31 May 2019 1 April 2019 Key strengths and experience Key strengths and experience Key strengths and experience • Had a 35-year career in financial services • Visionary technologist and highly accomplished • Has prior experience of serving as chairman on an • Overseen comprehensive changes to the business leader audit committee composition of the Board and Committees • Deep experience in the field of technology innovation • A wealth of accounting and financial experience • Navigated Sage through significant change since including the use of AI and Machine Learning • Strong investment banking experience gained over his appointment as Chairman functionality to improve the customer experience a 25-year career in the sector • A strong advocate of Sage’s stakeholders including • Pioneer focusing on areas such as event-driven • Advisor to boards of UK and overseas companies on a the wider community architectures, smart environments and business wide range of financial and strategic issues, including activity monitoring Sir Donald has a wealth of experience gained as financing, corporate strategy and governance chairman and senior independent director of • Led the evolution of platforms for digital business Jonathan is a seasoned investment banker, having companies across a wide range of sectors including John brings valuable technology skills to the Board worked at Robert Fleming, UBS and Bank of America the London Stock Exchange Group plc, the Barclays having served as Co-founder, President and Chief Merrill Lynch. Group, the AXA Group, Royal Mail plc, Smiths Group Technology Officer of Apama (now part of Software plc, the London Metal Exchange, Amersham plc, AG), Executive Vice President of Corporate Strategy Key external commitments Taylor Nelson Sofres plc, Allied Domecq plc, Scottish and Chief Technology Officer at Progress Software, Non-executive Director & Chair of the Audit Power plc, the ifs School of Finance, and EveryChild. Chief Technology Officer of Big Data, Head of Committee of Next plc Industry Solutions and Chief Marketing Officer at Vice Chairman, Corporate and Institutional Banking Key external commitments Software AG and Chief Executive Officer at Plat.One. at Standard Chartered Bank plc Chair of the Government’s Independent Review into the Quality and Effectiveness of Audit (the Brydon Key external commitments Review) Chief Executive Officer of the Eggplant Group Board Committees key A Audit and Risk Committee See page 89 N Nomination Committee See page 86 R Remuneration Committee See page 96 Annette Court A R Blair Crump Independent Non-executive Director Executive Director Chairman of the Remuneration Committee Date appointed to the Board Date appointed to the Board 1 April 2019 1 January 2018 Key strengths and experience Key strengths and experience • Has experience of both executive and non- • Significant leadership skills in the technology sector executive director roles at the highest levels • Strong background in sales, customer service and including as chairman of a FTSE 100 company driving growth • Has prior experience of serving as chairman of a • Plays an integral part in the leadership of the remuneration committee business and his commercial insights add further • Strong technology background with a record of depth to Board discussions using e-commerce to drive commercial success • Brings strong US geographic experience to the Board • Expertise in mentoring leaders to achieve greater Blair joined Sage in the role of President in 2016, clarity of purpose and provide a practical approach leading on sale and customer services across the to problem-solving Group. Blair’s prior roles include Chief Operating Annette’s prior roles include Senior Independent officer at PROS Holdings, leading Salesforce.com’s Director of Jardine Lloyd Thompson Group, CEO of Global Enterprise business, and Group President at Europe General Insurance for Zurich Financial Verizon (and with MCI Communications before its Services, CEO of the Direct Line Group and director acquisition by Verizon). of the Board of the Association of British Insurers and Foxtons Group plc. Key external commitments None Key external commitments Chairman of Admiral Group plc The Sage Group plc. Annual Report and Accounts 2019 67 BOARD OF DIRECTORS continued Drummond Hall A N R Steve Hare Jonathan Howell Senior Independent Director Chief Executive Officer Chief Financial Officer Date appointed to the Board Date appointed to the Board Date appointed to the Board 1 January 2014 3 January 2014 as Chief Financial Officer (CFO) , 15 May 2013 as a Non-executive Director and as CFO 31 August 2018 as
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