Role of the Board

Our Board is collectively responsible for Softcat’s long-term success and provides leadership to the Group. It sets the Group’s strategic aims and ensures the necessary financial and human resources are in place for the Group to meet its objectives.

It is responsible for the conduct of the Group’s business and development and reviews the performance of the management team.

Our Board is also collectively responsible for ensuring that a thorough system of internal control and risk management (including financial, operational and compliance controls and for reviewing the overall effectiveness of the existing systems) is in place and for the approval of any changes to the capital, corporate and/or management structure of the Group.

The Board meets seven times each year.

Matters reserved for the Board

There is a formal schedule of matters reserved for the Board’s approval whilst it has delegated other specific responsibilities to its Committees.

The following schedule sets out key aspects of the affairs of the Company which the Board does not delegate.

Advice and support to the Board

All Directors have access to the advice and services of the Company Secretary, who has responsibility for ensuring compliance with the Board’s procedures. The Company Secretary ensures that there is a good information flow between the senior management team and the Non-Executive Directors. The Company Secretary is responsible for advising the Board on governance matters.

Directors may take independent professional advice at the Company’s expense in the performance of their duties and the Board Committees are provided with sufficient resources to undertake their duties.

Board Committees

The Board delegates a set of defined responsibilities and authorities to the Audit, Nomination and Remuneration Committees so that it can devote its time efficiently and resourcefully to any relevant matters reserved for the Board. Each Committee operates with written terms of references below.

Audit

The Audit Committee's role is to assist the Board with the discharge of its responsibilities in relation to internal control and financial reporting.

Lee Ginsberg

Chair of the Audit committee

View terms of reference
Nomination

The Nomination Committee assists the Board in reviewing the structure, size and composition of the Board.

Martin Hellawell

Chairs the Nomination Committee

View terms of reference
Remuneration

The Remuneration Committee recommends the Group’s policy on executive remuneration and determines the levels of remuneration for Executive Directors and the Chairman.

Peter Ventress

Chairs the Remuneration Committee

View terms of reference
Auditor independence and non-audit services policy

The Audit Committee has adopted a policy covering the independence of the external auditor consistent with the ethical standards published by the Audit Practices Board and the engagement of the auditor for the provision of non-audit services.

Non-Audit Service Policy