Corporate Governance Disclosure

The information contained in this statement was reviewed on 26 October 2022. An abridged version of this statement appears in the Company’s annual report on pages 55 to 59. This statement includes all of the information from the corporate governance statement in the annual report as well as the additional disclosures which the QCA Corporate Governance Code recommends are put on the Company’s website.

Corporate Governance statement from the Chair

The board adopted the Quoted Companies Alliance Corporate Governance Code (“the Code”) in 2018.  Information about how the Company has applied the Code principles follows this statement.  The Board considers that the Company complies with the 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 year, as the pandemic restrictions were gradually lifted, we were able to meet more often in person, which is particularly helpful for in depth discussions.  We also held some hybrid and fully virtual meetings, being mindful of the need to control the environmental impact of our air travel. 

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.   The Company’s initiatives on ESG matters have progressed well and environmental and social issues are a regular feature on the board’s agenda.  Our third ESG report is due to be published this year.  We also conducted a board effectiveness review at the start of 2022.  No major areas of concern were raised.  More details of the process and outputs are given under Principle 7 below. 

Our engagement with existing and potential institutional shareholders has continued, with the executive directors attending a number of in person and virtual events.  The board receives feedback from these.  The Company now has five analysts providing coverage of it.  More details of our engagement with institutional shareholders are noted under Principle 2 below.

For retail investors we have continued to use the “Investor Meet Company” platform when we publish our full and half year results and the presentations which the CEO and CFO give then are well supported.  There is good interaction with those attending and the opportunity for them to ask questions also.  Our 2021 AGM was held in hybrid format, which allowed investors to attend in person or virtually as they preferred.   

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 61 and 62 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.

Rob Woodward

27 September 2022

The following statement describes how Blancco has applied the ten principles in the Code during the past year.


Principle 1: Deliver a strategy and business model which promote long-term value for shareholders

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 had two dedicated sessions during the year to discuss different aspects of progress on strategy, which we were able to hold in person – which is more effective for such deliberations.  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.  This year the board heard about progress in delivering greater volumes of erasure for ITADs, cybersecurity initiatives and training (in which the board participated) and more initiatives for recycling laptops for disadvantaged children and young people which also reduces e-waste. 

Principle 2: Seek to understand and meet shareholder needs and expectations

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) 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 2021, such meetings were offered to nine investors and a virtual meeting was held with one.  There were interactions with major investors on other occasions during the year to discuss remuneration (with the Chair of the remuneration committee and the company secretary) and governance related matters (with the board Chair).  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. 

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.

Retail investors can attend results presentations with the CEO and CFO via the “Investor Meet Company” platform which also allows them to ask questions.  These sessions are open to both current and potential retail investors and anyone interested can register here   There is a facility to sign up for email alerts when the Company releases regulatory announcements and the website also offers email alerts about Blancco products and services   The website 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 are uploaded as they become available.  

The annual report and notice of AGM is published on the Company’s website (  Shareholders have now been invited to “opt in” to continue to receive paper copies of the annual report.  From this year, 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. 

We anticipate that this year’s AGM will be held in hybrid form (as it was in 2021) so that shareholders can attend either in person or by videolink, whichever suits them best.  They will be able to ask questions and vote. The company secretary engages with investors on various matters, particularly in relation to corporate governance.  Lorraine Young can be contacted at 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

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

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.


During the year, as restrictions eased and tightened at different rates and times across our countries of operation, employees were able to return to spending time in our offices in phased returns and by the end of the year, all of our offices had reopened.  Employees continue to be able to split their working time between the office and home to give them a much greater degree of flexibility over their working day.   One of the challenges 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.

As in previous years, an employee survey was undertaken in the early autumn of 2021.  Just under 82% of the workforce completed the survey with an overall employee engagement score of 84%.  Scores were up in all of the five major categories.  There were a few dips in some functions from the previous year’s scores but these were only minor and work has been done to ascertain the reasons for any falls and to remedy them  Three new questions on D&I were added and these all scored over 80%.

The Global Employee Forum of 15 employees from across different locations and areas of the business continued to play a significant role during the year  The Forum 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, alongside focus groups, is used to analyse and discuss feedback from the employee survey and during the year it also considered new employee recognition plans, Diversity and Inclusion initiatives and non-financial benefits.  Following some of these discussions, an exciting new development entitled “the Hub” has been introduced.  This is an online platform which allows instant recognition of team members by their manager in the form of e-cards and financial rewards which can be spent on the platform.  This has been extremely popular and well supported.

Other initiatives which have been implemented following feedback from the employee survey are:

  • Managers have been given training on how to give effective feedback ahead of the annual review and goal setting process; and
  • A new staff onboarding program has been launched including a new bubby system for new joiners and a “new to Blancco” group.

During the year a number of initiatives have been identified and implemented to try to improve diversity and inclusion at Blancco, including:

  • Sourcing candidates from different pools, to try to increase diversity, particularly in areas where this has been challenging to achieve in the past.
  • Reviewing the interview and onboarding process, training has been provided for managers on avoiding unconscious bias.
  • Creating an even playing field for hybrid working so that an individual’s working pattern does not disadvantage them in terms of reward or development opportunities, again training has been provided.
  • Updating the website, social media channels and other forms of communication to ensure a more accurate depiction of diversity within the group.

Training, developing and mentoring the talent pipeline for future roles, including a skills gap analysis.

Customers and Business (channel) partners

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.

Sustainability and social responsibilities

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 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 though the restrictions in many countries have been lifted.  However, there will still be occasions when the benefits of meeting in person justify the time and cost of travel. 

Blancco achieved carbon neutral status for 2021 by offsetting its Scope 1, 2 and 3 carbon emissions.  More details are contained in our ESG report from page 30 in the annual report.  For FY 2023, part of the bonus payment will be linked to maintaining carbon neutral status.  More details can be found in the remuneration report on page 69 of the annual report]. Further information on the Company’s interaction with its stakeholders can be found in the Section 172 report on pages 61 and 62 of the annual report.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

During the year, the executive team has continued to assess the opportunities and risks facing the Group.  Following the work done with Protiviti, 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.

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.


Principle 5: Maintain the board as a well-functioning, balanced team led by the chair

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.

Rob Woodward, the board Chair was appointed to the board on 1 June 2013 and has therefore completed nine years of service on the board.  He became Chair in March 2017.  The Code notes that independence is a board judgement and the board has concluded that Rob continues to be independent.  

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 2022 and the attendance record of each director.

  Board Audit Committee Remuneration Committee Nominations Committee
  Eligible to attend Attended Eligible to attend Attended Eligible to attend Attended Eligible to attend Attended
Rob Woodward 9 9 4 4 3 3 5 5
Matt Jones 9 9 4* 2* 5*
Adam Moloney 9 9 4* 2* 5*
Frank Blin 9 8 4 4 3 3 5 4
Catherine Michel 9 9 4 4 3 3 5 5
Philip Rogerson** 4 4 1 1 1 1 1 1
Tom Skelton 9 9 4 4 3 3 5 5
* Attended by invitation
** Resigned on 13 December 2021

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.

Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The names of the directors who served during the year are given in the directors’ report on page 60 in the annual report. Brief biographical details of each director are set out on pages 53 and 54 of the annual report and on our website  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. Two are accountants and several have served on listed company boards (including as Chair) for many years, bringing a good breadth of corporate governance knowledge.

Rob Woodward, the board Chair, is due to be re-elected by shareholders at this year’s AGM and the nominations committee (without Rob being present) has recommended his reappointment.  Rob brings a wealth of relevant sector and business expertise, leadership strengths as well as City and corporate finance knowledge to the board and the role of Chair.

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.  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 54 of the annual report and on our website 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.

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

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.  All of these interactions were conducted virtually for the most recent review which was held at the start of 2022.  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 the previous year.       

The criteria against which board effectiveness was considered were:

  • The role of the board and how well it has performed in leading the company in a number of areas, including strategy, risk management, resource management, reviewing management performance and responsiveness to any problems which have arisen.
  • Board composition and structure including the balance of the skills and experience of board members compared to both current and future needs and whether any changes should be considered over the next 12 months.
  • Support for the board, including training and continuing professional development which would be beneficial.
  • Board meetings, including the items covered, the quality, clarity and timeliness of papers, the frequency and length of meetings, the use of time, quality of discussion and the facilitation by the Chair of contributions by all directors.
  • Investor and stakeholder relations, including their effectiveness and how well the board is kept informed of investor and stakeholder feedback.
  • The effectiveness of board relationships.

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:

  • Board diversity and succession planning, specifically in light of the SID stepping down.
  • How the board might receive more direct feedback from stakeholders, particularly customers and channel partners
  • A number of general and market related topics for the board to discuss around (but not as part of) board meetings
  • Other topics which could usefully be covered in board meetings
  • Investor relations and whether anything needed to be done to build upon these, including with regard to  executive remuneration discussions

An action plan was produced based on the outputs and recommendations of the review.  This was updated throughout the year so that the board could monitor progress against the recommendations.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

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 an 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.  Our Global Diversity and Inclusion Policy has recently been launched, informed by discussions and feedback with the Global Employee Forum.  At the forefront of the policy is 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 are in place and regularly updated 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 global 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.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The board is made up of six directors, two of whom are executive and four 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.

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:

  • Overall strategy and objectives.
  • Approving interim and annual financial statements.
  • Approving annual budget and medium term projections.
  • Reviewing operational and financial performance.
  • Significant acquisitions and disposals.
  • Approval of major contracts.
  • Major divestments and capital expenditure.
  • Ensuring maintenance of a sound system of internal control and risk management by the Group.
  • Approving appointments to the board and the appointment of the company secretary.

The roles of the chair, chief executive, 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.


Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

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 64 to 67 and the report of the remuneration committee is on pages 68 to 72.

The board skills audit was refreshed in 2022 as part of the board effectiveness review.  This showed that the directors continue to 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.