Confidently erase data in active environments and from used IT assets.
Boost services throughout the device lifecycle—from first sale to end-of-life.
Expedite processes, recover more marketable product, and increase services.
Home » Investors » Corporate Governance Disclosure
The information contained in this statement was reviewed on 8 November 2021. An abridged version of this statement appears in the Company’s annual report on pages 58 to 61. This statement includes all of the information from the governance statement in the annual report as well as the additional disclosures which the QCA Code recommends are put on the Company’s website.
The board has adopted the Quoted Companies Alliance Corporate Governance Code (2018) (“the QCA Code”), and this is our third year of reporting against this code. Information about how the Company has applied the ten principles from the QCA Code follows this statement. The board considers that the Company complies with the QCA Code.
In my role as Chair, I lead the board’s deliberations on governance matters and work with the rest of the board and the company secretary to promote good governance across the Group. I am also responsible for the effective running of the board, including ensuring that the board has open debate on appropriate matters, in which all directors are encouraged to participate. This debate should be based on clear, timely and good quality information. Where we agree to make changes to our governance arrangements, I take responsibility to make sure the agreed actions are completed. More information about my role is given under principle 9 below.
Over the past year the board has considered a number of matters relating to the Group’s governance. We conducted a board effectiveness review at the end of 2020. No major areas of concern were raised. More details of the process and outputs are given under Principle 7 below. We also had board discussions on risk and diversity and inclusion (“D&I”). Developments in each of these areas are ongoing and described below. There continues to be a focus on Environmental, Social and Governance (“ESG”) matters within the Group. In 2020 Blancco produced its first ESG report which is available on our website. www.blancco.com/investors/investor-center/sustainability-esg/. This is being updated for 2021. We also provide information on our ESG credentials on pages 42 to 49 of the annual report.
Our engagement with our shareholders has continued. We held our 2020 AGM fully virtually. Shareholders were able to attend, vote by proxy and ask questions. We have now incorporated presentations on the “Investor Meet Company” platform into our full and half year results roadshows. These are open to both current and potential retail investors and anyone interested can register here www.investormeetcompany.com/. Our engagement with institutional shareholders is noted under Principle 2 below.
We continue to engage with our other stakeholders to hear their views and obtain feedback. Some engagement is carried out by the board, but where this is not the case the board receives reports on the outcome and takes account of this when making decisions. Our Section 172 report can be found on pages 54 and 55 of the annual report.
In conclusion, all of the directors take seriously their obligations to act in good faith to promote the success of the Company for the longer term and we strive to provide the right support and challenge for the executive team to deliver outstanding performance at an exciting stage in the Company’s growth and development. This is done while maintaining appropriate checks and balances to ensure risk is properly managed and that there is no compromise in adhering to our corporate culture and values.
27 September 2021
The following statement describes how Blancco has applied the ten principles in the QCA Code during the past year.
The Company’s strategy and business model, the challenges faced by the business in executing them and how those challenges are being addressed, are described in the annual report. The board has a discussion on strategy in May each year with the senior management team, following deliberations by the executive. This is normally part of a two day board offsite meeting however, during the restrictions imposed by the pandemic discussions were held virtually again in 2021. The board is continuing to pursue the current strategy while considering longer-term opportunities for business growth, with a focus on how Blancco can help its end customers to do business in a more sustainable and environmentally friendly way.
The board receives regular updates from members of the senior management team about progress in delivering the strategy and will, from time to time, invite individuals to present to the board so that directors can understand and discuss various aspects of the business model, providing support and challenge from their skills and experience. During the year the board received reports on various projects carried out by the executive team to drive improvements and efficiencies in the business including customer support, intellectual property protection and the simplification of the group corporate structure.
The board and executive team have continued to discuss the impacts of the pandemic on the Group’s business – both positive and negative – including how risks can be mitigated and opportunities exploited. There remained a focus on prudent financial management throughout the year and the normal budgeting process was adapted to allow it to be flexible and fit for purpose in the new circumstances in which we all found ourselves.
The Company seeks to engage with shareholders in a number of ways:
Each year, the Chair writes to our major shareholders, offering a meeting (with himself and the company secretary or senior independent director) to discuss governance matters or to address any concerns which they may have which have not been picked up as part of the regular engagement with the executive team, described below. During 2020, meetings were offered to ten investors and virtual meetings or calls were held with five. A summary of these discussions is reported at the next following board meeting so that all directors are made aware of investors’ views. Feedback was positive, shareholders continue to support the strategy and executive team. There was also discussion about Blancco’s ESG credentials, our then newly issued ESG report and progress in these areas, which again received positive feedback.
The Chair of the remuneration committee writes to investors if there are any changes to the remuneration framework for executive directors. Details of any such changes are disclosed in the remuneration report in the next following annual report.
The CEO and CFO meet with current and potential institutional investors and analysts following the release of the full and half year results announcements and at other times as appropriate. Additional meetings are held from time to time with a view to broadening the shareholder base. Feedback from these meetings is provided to the full board by the executive directors and separately from the Company’s nomad, brokers and financial PR advisers.
During 2020, the Company trialled the use of the “Investor Meet Company” platform and retail investors were able to attend full and half year results presentations by the CEO and CFO, which were very similar to the ones given to analysts. They were also able to ask questions and provide feedback on the event afterwards. This initiative was well supported and will continue to be part of the regular investor communications programme in future.
Retail investors also continue to have the opportunity to meet the board at the AGM. In 2020 the AGM had to be held fully virtually. Shareholders were able to ask questions in advance and at the meeting, which they were able to attend via the Teams platform. They were also able to vote via the usual proxy appointment process. In 2021, it is planned to hold the AGM as a physical meeting again, provided that restrictions on people meeting are not re-imposed. We also plan to offer shareholders the opportunity to attend virtually if they wish.
The annual report and notice of AGM is sent to all shareholders and published on the Company’s website (www.blancco.com). The website also contains the information required under AIM Rule 26. All regulatory announcements appear on our website as soon as they have been released to the market. Investor presentations and analysts’ notes are uploaded as they become available. Shareholders may sign up to receive email alerts when Blancco issues regulatory announcements(see www.blancco.com/investors/contact/email-alerts/).
The company secretary engages with investors on various matters, particularly in relation to corporate governance. During the year she spoke with investors and proxy voting agencies about the proposed new articles of association which were adopted by the Company at the 2020 AGM. Lorraine Young can be contacted at firstname.lastname@example.org. The Company’s registrars (Computershare Investor Services plc) are available to assist retail investors with enquiries about their shareholdings and they can be contacted using the Registrar’s helpline on 0370 889 4099. Shareholders can also manage their holdings online by registering on Computershare’s secure shareholder website Investor Centre – see www.investorcentre.co.uk.
This year, shareholders will be invited to “opt in” to continue to receive paper copies of the annual report. From 2022, the default option will be for shareholders to receive a paper proxy form which will give details of where the annual report can be accessed on the Company’s website and which will allow shareholders to use an online platform for electronic proxy appointment. Although the Company’s shareholder base is relatively small, this will still allow the Company to reduce its environmental impact. Shareholders may choose to provide an email address for future communications which would eliminate the need for any paper to be sent to them in future. For those who have challenges in accessing the internet or email, it will be possible to opt in to continue to receive a hard copy annual report. Details of these new arrangements will be sent to shareholders with the 2021 annual report.
As the executive team reviews the Group’s strategy from time to time, they consider the key resources and relationships which are essential to the ongoing success and growth of the business in light of the evolution of the technology, products and services offered, the markets in which the business operates and the competitor landscape among other things. Their conclusions are shared with the Board.
The board has identified the key stakeholders for the business as shareholders, employees, customers and business (channel) partners. Information on our engagement with shareholders is explained under Principle 2 above.
As remote working continued across most of the Group’s countries of operation throughout the year, the board received regular updates on the impact of this on the business and employees, particularly on their wellbeing. Staff morale and motivation continued to be good, despite the ongoing disruption caused by the pandemic. Over the course of the year, many staff social events were held using video conferencing technology, including some virtual holiday parties and local charitable giving was encouraged among employees. During the year, mandatory D&I training was rolled out across the Group to all managers with a 100% completion rate
The decision was taken to permanently close a small number of offices and the board discussed how employees and peer learning would continue to be supported in those circumstances. Despite office closures, plans have been put in place for teams to meet regularly in person as the restrictions are lifted. Other issues to be addressed over the medium term as new working patterns emerge, will be how to build culture with remote working, whether software development teams can innovate and work remotely and how to get the output which was previously achieved in informal gatherings. The changes in working arrangements, including the potential benefits and pitfalls, were also discussed by the board, with directors sharing their ideas and experiences.
The weekly country calls continued throughout the pandemic allowing two way communication between employees and the HR team. These will continue to be held even as offices reopen as an additional channel of communication. In addition to these calls, a number of programmes have been used to assist employees with their wellbeing. These included sharing techniques on working from home, wellbeing and mindfulness webinars, publicising the Employee Assistance Programmes, webinars for home working desk set up and posture exercises, providing vaccinations for staff in India and Finland (where this was encouraged by the national governments there), the start of in person social activities as restrictions eased and developing plans to help employees transition back to some office working. These initiatives have been well received and take up has been very good.
As in previous years, an employee survey was undertaken in the early autumn of 2020. Just under 90% of the workforce completed the survey with an overall employee engagement score of 80%. In each of the 5 categories of questions, Work Environment, Relationship Management, Work Engagement, Career Development and Compensation and Benefits, the overall category scores were the same or higher than those for the previous year. The Group HR director presented the results to the board, and these were discussed. Regular updates on actions taken following the survey feedback are provided to the board on an ongoing basis.
This year, two “COVID specific” questions were included in the survey, to measure how well staff felt that Blancco had ensured their safety and wellbeing – this scored 93% – and whether staff felt supported and well informed during the pandemic – this scored 88%.
Work was undertaken to analyse the survey data and comments to identify any trends and themes. Focus groups were set up to look at these in detail to address any concerns and identify areas for improvement. Actions taken following the 2020 survey covered training and development, benchmarking and review of salaries, flexible working post Covid and a review of career paths for R&D teams – particularly for those who did not wish to become managers and wanted to pursue a technical career path.
A Global Employee Forum has been set up with 15 employees from across different locations and areas of the business. This provides an opportunity for members of the executive team and employees to engage on issues that directly impact upon working life at Blancco, in a spirit of trust and confidence. The Forum played a key role in the development of the new Company vision, mission and values and this year it was used to help shape D&I initiatives.
Following discussions at the Forum, we finalised Blancco’s definition of Diversity and Inclusion, we reviewed our product and user guides to ensure that we were using language that was more inclusive, we rolled out mandatory D&I training to our managers, we reviewed both internal and external recruitment and hiring processes and ideas about how to represent Blancco online were used in the design of the new website, which was launched in August 2021. Another topic which the Forum explored was how to collect the baseline data to inform and support future D&I initiatives.
In 2020 an all employee Save as You Earn share option plan was set up which allows staff to save a regular amount from their monthly salary over three years. At the end of the savings contract, staff can choose to buy Blancco shares at a price which was fixed at the start of the contract and which represented a discount to the share price at that time. They may also choose simply to withdraw their savings and not to buy shares. This plan will allow employees to gain a stake in the business in an affordable way. The scheme was very well supported with take up by 47% of eligible employees. In one or two places where take up was not as high as others, the reasons were investigated and steps taken to address the issues and facilitate higher take up in future.
A Customer Advisory Board has been set up which meets once a year to invite feedback from some of the Group’s customers. Discussions are also held on the future direction of the products offered and the feedback informs the prioritisation of the various developments in Blancco’s products and services. Board reporting includes information about new clients which are taken on and Net Promoter Scores.
The board receives regular reports from the Head of Business Development about the progress of key partner relationships. The board is also advised if there are any issues or concerns raised by customers or partners and what steps are planned to resolve these. From time to time, customers or representatives from channel partners are invited to meet the board for discussions on key issues for them and what they need and expect from Blancco.
A very positive impact of Blancco’s business on the environment is that use of our erasure software allows devices (including mobile, desktop hardware and servers) to be reused and recycled. It removes the need to destroy hardware to ensure the corresponding destruction of the data which it holds.
The Company’s day to day operations do not have a significant impact on the environment or the communities in which it operates. However, the organisation is aware of its responsibilities and this is reflected in the way it conducts its business. The travel restrictions in place during the pandemic have meant that much more business has been conducted virtually so reducing our impact on the environment. This has worked well and it is anticipated that in future there will be a greater proportion of meetings held online rather than in person, even when the restrictions are lifted. However, there will still be occasions when the benefits of meeting in person justify the time and cost of travel.
Further information on the Company’s interaction with its stakeholders can be found in the Section 172 report on pages 54 and 55 of the annual report.
During the year, the executive team has continued to assess the opportunities and risks facing the Group, particularly as the pandemic and its impacts evolved. They produced an updated risk analysis and matrix, which lists the key risks faced by the Group, their likelihood and impact and what is being done to mitigate them.
The board considers this high level analysis as an agenda item at least twice each year and on other occasions if something significant has changed which requires reconsideration of the risks the business faces. The executive team also reviews the risk analysis quarterly. The audit committee reviews the risk management and internal control framework at least annually and reports to the board on its effectiveness, with any recommendations for improvements.
During the last year, an external firm (Protiviti) was engaged on a project to review how risk was assessed, monitored and reported across the Group. An immediate output from the project was a thorough review and updating of the Group’s risk register. The executive team is now refining this work and the next iteration of the register has been presented to and discussed by the board.
The board is considering the output from the project and more work may be undertaken in future on defining a risk appetite with associated tolerances and limits, adopting a risk taxonomy, considering additional inputs to the risk identification process and enhancing the Group’s risk management policy. The board agreed that while some improvements could be made to the Group’s risk management processes and framework this had to be balanced with the need for them not to become too complex, given the size and nature of the organisation. A list of the key risks facing the group, with the actions taken to mitigate them can be found in the Strategic report in the annual report.
The board considers that each of the non-executive directors is independent. The executive directors are both employed by the Company on a full time basis. All of the non-executive directors demonstrate the commitment to their roles which is expected of them and give sufficient time to carry out their duties properly.
Information on the roles and duties of the Chair, CEO, non-executive directors and the company secretary is given under principle 9 below. The time commitment for the Chair is approximately one day per week. The time commitment for the other non-executive directors is approximately 30 days per year. The table below shows the number of board and committee meetings held during the financial year to 30 June 2021 and the attendance record of each director.
*Attended by invitation
If directors are unable to attend board or committee meetings, they review the relevant papers and give their views to the board or committee Chair and are provided with an update after the meeting.
The names of the directors who served during the year are given in the directors’ report on page 54 in the annual report. Brief biographical details of each director are set out on pages 52 and 53 of the annual report and on our website www.blancco.com/investors/investor-center/meet-the-board/. The directors come from diverse professional backgrounds and have a wide range of experience. Three of them have served as CEOs in public companies and all have experience of running businesses and/or advising business owners and leaders, some of which was carried out with international organisations. In their other roles, they have contributed to the development of strategy and handled M&A and other corporate finance transactions. Four of the directors have relevant experience in the technology (including cybersecurity) and related sectors. Three are accountants and several have served on listed company boards (including as Chair) for many years, bringing a good breadth of corporate governance knowledge.
Each year the board receives an update on the AIM rules from the Company’s nomad. As part of the strategy review sessions and at other times during the year, the board is given presentations by members of the leadership team on various aspects of the business. The company secretary provides a regular update to the board on relevant legal, regulatory and governance matters. This year these updates included the new QCA guide to ESG as well as research reports on directors using independent judgement and board dynamics. The board also considered certain aspects of the government’s consultation “Restoring trust in audit and corporate governance” and the potential impact of the proposals on Blancco, as a result of which it submitted a response to the consultation.
The external auditor provides information about changes to accounting standards and developments in financial reporting.
The remuneration committee has appointed Deloitte to advise it on market practice and investor relations in respect of remuneration matters.
Details of the company’s other retained professional advisers are given on page 53 of the annual report and on our website www.blancco.com/investors/advisors/.
The company secretary provides advice to the board and committees as well as to individual directors as required. She supports the Chair on matters of corporate governance and the running of the board and nominations committee. A full role description for the company secretary can be found on the Company’s website.
Philip Rogerson is the Senior Independent Director (SID) and a role description for this position is on the Company’s website. He is also available to engage with investors if they prefer this route to the normal channels of communication. Any engagement with shareholders is reported to the board either immediately or at the next following board meeting, as appropriate.
The board carries out a regular (usually annual) effectiveness review using questionnaires. The review includes an evaluation of the board’s own effectiveness and that of its committees and individual directors. The questions are updated each year. As part of the review the Chair meets with each of the directors to discuss performance, board composition and succession planning. The SID leads a review of the Chair’s performance. All of these interactions were conducted virtually for the most recent review which was held at the end of 2020. The overall conclusion was that the board, committees and directors were performing well and there were no major concerns. The board also noted changes in responses compared to the review held in 2019.
The criteria against which board effectiveness was considered were:
The effectiveness of the committees was also explored and feedback in general terms about the performance of the directors was sought.
Issues discussed following the review included:
An action plan is produced based on the outputs and recommendations of the review. This is updated and reviewed by the board on an ongoing basis.
The executive team launched the Company’s vision, mission and values during 2019. Various initiatives have since taken place to roll out and embed these across the Group. They were launched on our monthly ‘all hands’ call to the whole Group and each employee was sent a gift bag containing stationery and a rubix cube embellished with the new vision, mission and values so that they were visible to employees at all times. All offices were also sent large posters to go on the wall of the office and smaller posters for individual offices.
We launched a new initiative to support the roll out in the form of ‘The value of the month award’ where a different member of the executive team sponsors a different value each month and employees globally are asked to nominate their colleagues who best demonstrates the value. The executive sponsor picks a winner on our ‘all hands’ call and they receive a financial bonus and an engraved trophy.
We also updated our Company wide recognition scheme, our Spotlight awards, to use the new values as the criteria for all nominations to give employees another channel to recognise those who epitomise the Company values in their day-to-day work. In addition, our annual assessment process in our HR system (BambooHR) was updated to incorporate a question regarding how each employee has demonstrated the Company values over the last 12 months.
Through our D&I strategy we are continuing to build our open culture that encourages a mix of beliefs, thinking and practices across the Group, where everyone is able to bring their whole self to work. A Global Diversity and Inclusion Policy will be put int place during 2021, informed by discussions and feedback with the Global Employee Forum. At the forefront of the policy will be our commitment to increase diversity in our workforce and to attract, hire, develop and promote talent in a way that fosters our inclusive environment.
Local staff handbooks have been introduced which allow easy access for all staff to Blancco policies and procedures which take account of local legal and regulatory requirements as well as the overarching values of the Group and which have been designed to promote the desired culture and behaviours. All new staff are required to sign up to the Company’s policies and procedures and all staff are given regular training on the key policies which cover Code of Conduct issues, such as whistleblowing, confidentiality, fraud prevention and anti-bribery and corruption.
The board is made up of seven directors, two of whom are executive and five of whom are non-executive. All of the non-executive directors are independent. The board has an audit committee, chaired by Dr Frank Blin, a remuneration committee chaired by Tom Skelton and a nominations committee chaired by Rob Woodward. All of the non-executive directors are members of these committees. The executive directors and others may be invited to attend the committee meetings from time to time.
The Chair is responsible for the leadership of the board and ensuring its effectiveness. He is also responsible for creating the right board dynamic and for promoting a culture of openness and debate, in addition to ensuring constructive and productive relations between executive and non-executive directors. The Chair acts as an ambassador for the Company to its stakeholders, and in particular, works to ensure there is sufficient and effective communication with shareholders and to understand their issues and concerns.
The CEO, with the senior management team, is responsible for running the business, developing group strategy having regard to the Group’s responsibilities to its shareholders, customers, business (channel) partners, employees and other stakeholders. He is also responsible for delivery of the successful achievement of objectives and execution of strategy following presentation to, and approval by, the board, optimising the use of the Group’s resources.
The non-executive directors are responsible for exercising independent and objective judgement when making board decisions, developing corporate strategy with senior management, and for scrutinising and constructively challenging the actions of senior management.
Philip Rogerson is the Senior Independent non-executive director, to whom concerns may be conveyed by shareholders if they are unable to resolve them through existing routes for investor communications or where such channels are inappropriate.
The company secretary is responsible for advising the board on corporate governance matters, supporting the board and committee chairs in the running of the board and committees and liaising with shareholders on governance matters, among other things.
The board has agreed a schedule of matters reserved specifically for its decision, which includes:
The roles of the chair, chief executive, SID, non-executive directors and the company secretary can be found here.
The schedule of matters reserved to the board can be found here.The terms of reference for the committees can be found here:
All of the above documents are reviewed regularly by the board. These versions were reviewed and updated in September 2021. The board considers that the current governance framework is fit for purpose for the Company at its present stage of development and there are no current plans to change it.
The work of the audit and remuneration committees during the year is given in their respective reports in the annual report. The report of the audit committee is on pages 62 to 65 and the report of the remuneration committee is on pages 66 to 70.
The board skills audit was refreshed in 2020 as part of the board effectiveness review. This showed that the directors do have between them a wide range of relevant skills and experience which is sufficient for the needs of the Company at the current time. The balance of knowledge, skills and experience on the board will be kept under review as the business grows.
At the AGM, a separate resolution is proposed on each substantially separate issue. Shareholders are sent proxy appointment forms which allow them to indicate how they wish their votes to be cast if they are unable to attend the meeting. The proxy forms are received, checked and the voting instructions recorded by the registrars. Voting at the AGM is normally on a show of hands unless a poll is called. If the voting indications on the proxy forms show that a different outcome might be obtained if a poll was held, then the Chair would exercise his right to call a poll to ensure that the votes of all members were properly taken into account. An announcement of the results of the AGM is made to the market as soon as possible after the meeting and a copy of this appears on the Company’s website immediately after it is released.
At the AGM, details of the proxy votes received for and against each resolution are clearly displayed, together with details of any abstentions. If there are any significant votes against a resolution the Company engages with the shareholders concerned to find out what their objections are so as to address them and/or to clarify any misunderstandings which might have occurred.
Copies of historical annual reports can be found on the Company’s website. The notice of AGM is included within the annual report. Other circulars to shareholders are also available on the website as is a copy of the Company’s constitution (articles of association), which was last updated in December 2020.