AIM rule 26
Information last up-dated: 03 May 2013
This information is disclosed in accordance with Rule 26 of the AIM Rules (2007).
DESCRIPTION OF THE BUSINESS
Bond International Software is a pioneer in the development and provision of software, support and consultancy services in the field of Human Capital Management. It is a world leader in staffing and talent management software for recruitment consultancies and corporations of all sizes, and provides HR, e-recruitment and payroll solutions to the public, education and publishing sectors.
It supports more than 100,000 staffing professionals in 42 countries and has nearly 500 employees worldwide, with offices in the United Kingdom, the USA, Australia, South Africa, Hong Kong, Japan, Shanghai and Singapore.
Bond International Software is incorporated in England (Registration No: 2142222) and its main country of operation is the United Kingdom.
THE BOARD OF DIRECTORS
The board comprises three executive and three non-executive directors. In accordance with the articles of association, all directors submit themselves for election by shareholders following their appointment by the board. Furthermore, one third of directors also retire by rotation each year and are therefore subject to re-election at least every three years.
The three non-executive directors on the board are Martin Baldwin who serves as chairman of the board, Richard Hall and Mark Leonard. Martin Baldwin has a letter of engagement relating to his appointment as non-executive chairman which can be terminated by either party on three months notice. Richard Hall has a letter of appointment covering his role as a non-executive director which is subject to three months notice by either party. The company has also entered into a consultancy agreement with Richard Hall which is subject to four months notice by either party.
The board is satisfied that the three non-executive directors are considered independent under the Higgs review.
The board has responsibility for formulating, reviewing and approving the company's strategy, budgets, risk assessment, major items of capital expenditure, acquisitions and senior personnel appointments. The board meets on a regular basis and has a formal schedule of matters reserved for its decision.
EXECUTIVE DIRECTORS
Steve Russell
Group Chief Executive
Steve's extensive career in software development spans more than 30 years. He has held a number of senior management positions, including group managing director of Scan Data International Plc. Steve formed the company, which then acquired a controlling interest in Bond Associates Ltd in 1988. On the acquisition of Bond Associates Inc, he became the group's chief executive, and following a successful flotation on AIM, the chief executive of Bond International Software Plc.
Bruce Morrison ACA
Group Finance Director
Bruce joined Bond in July 2003. He qualified as a Chartered Accountant with KPMG in London where he became an audit manager before leaving to act as finance director of Wembley Stadium Limited, which was the major operating company within the Wembley plc group. Subsequently he joined Radio First plc, a start up company, as finance director .
Tim Richards
Managing Director, Bond UK
Tim joined Bond in April 1990, having successfully held a number of roles in the software sector, primarily relating to sales and sales management. During his time with Bond, Tim has been responsible for the recruitment and management of the Adapt sales and marketing operations, together with the acquisition of several multi-million pound contracts - increasingly on a global scale.
NON-EXECUTIVE DIRECTORS
Martin Baldwin BSc, C Eng, FBCS
Non-executive Chairman
Martin started his career in software in 1961 and became chief executive of Scan Data International Plc. During this time he was responsible for several successful acquisitions and ultimately for that company's flotation in 1980. He has held a number of executive and non-executive directorships, including Datapro Computers Group Ltd, Sage Data Inc, English and Caledonian Investments, Channel Business Systems Plc and MICAbuild Ltd. He has been non-executive chairman at Bond since the company's flotation in 1997.
Richard Hall TD, MA, FCA
Non-executive Director and Company Secretary
A graduate engineer, Richard qualified as a Chartered Accountant in 1966 and carried out the duties of finance director and company secretary for a number of international companies including INMOS International Plc. He was latterly finance director of Information Technology Plc and National Telecommunications Plc, both of which companies he took to the market. Since 1989, Richard has run his own consultancy with a number of non-executive directorships offering corporate, commercial and financial advice to major clients. He joined the board of Bond in 1997 as part-time finance director and subsequently became non-executive on the appointment of a full time finance director in 1998.
Mark Leonard
Non-executive Director
Mark joined the board in November 2010. He is a Director and President of Constellation Software Inc, a position he has held since 1995, prior to which he worked in the venture capital business for 11 years.
The board has delegated specific responsibilities to the following committees.
Audit Committee
The Audit Committee has been established in accordance with the recommendations of the Smith Guidance. Its principal responsibilities are to assist the board in reviewing and approving the company's financial statements including any significant financial judgements contained therein, monitoring the company's internal financial control and risk management systems and making recommendations to the board with regard to the appointment and remuneration of the external auditors. The board is also responsible for ensuring that the engagement of the external auditors on non-audit services does not impair their independence.
The Audit Committee, which comprises the two non-executive directors and is chaired by Martin Baldwin, meets at least three times a year. The external auditors normally attend meetings and the executive directors may attend if the Audit Committee deems it appropriate or necessary for them to do so. In practice the finance director usually attends meetings.
Remuneration Committee
The Remuneration Committee comprises Martin Baldwin (non-executive chairman), Richard Hall (non-executive director) and Mark Leonard (non-executive director). Its role is to review the performance of the executive directors and set the scale and structure of their remuneration and the basis of their service agreements with due regard to the interests of the shareholders.
The Remuneration Committee prepares an annual report on the company's remuneration policy which is contained with the company's Annual Report and Accounts.
CONSTITUTIONAL DOCUMENTS
Please click on the links below for a copy of the company's Memorandum and Articles of Association:
Memorandum of Association
Articles of Association
Amended Articles of Association - October 2010
DETAILS OF ANY OTHER EXCHANGES OR TRADING PLATFORMS
The company is not listed on any other exchanges or trading platforms.
NUMBER OF SECURITIES IN ISSUE
At 30 April 2013 the company has 36,603,679 voting shares in issue of which 7,761,571 were, so far as the company was aware, not in public hands.
The register at 30 January 2013 showed the following persons with an interest of 3% or more in the share capital of the company:
|
DETAILS OF ANY RESTRICTIONS OF THE TRANSFER OF SECURITIES
There are no restrictions on the transfer of securities.
FINANCIAL INFORMATION
Please click on the link to access the company's latest Annual Report & Accounts
NOTIFICATIONS
Please click on the link to access financial releases.
ADMISSION DOCUMENT AND CIRCULARS
The following Circular was sent to shareholders on 21 October 2010.
Circular Dated 21st October 2010
Please click on the link below to access the company's Admission Document dated 19 December 1997.
ADVISERS
Directors
J M Baldwin (Non Executive Chairman)
S R Russell (Group Chief Executive)
B A Morrison (Group Finance Director)
T Richards
R G Hall
M.Leonard
Secretary
R G Hall
Registered Office
Courtlands
Parklands Avenue
Goring
West Sussex
BN12 4NG
Nominated Adviser and Broker
Cenkos Securities PLC
6,7,8 Tokenhouse Yard
London
EC2R 7AS
Auditors
Baker Tilly UK Audit LLP
Portland
28 High Street
Crawley
West Sussex
RH10, GB
Solicitors
Memery Crystal LLP
44 Southampton Buildings
London
WC2A 1AP
Principal Bankers
Barclays Bank PLC
PO Box 112
Horsham
West Sussex
RH12 1 YQ
Registrars
Share Registrars Limited
Suite E
First Floor
9 Lion and Lamb Yard
Farnham
Surrey
GU9 7LL
admissiondocument.pdf
AmendedArticlesOfAssociationOct2010
Share this with others