Investor Relations

Corporate Governance

Introduction

The Board confirms that CloudCall Group plc adheres to the Quoted Companies Alliance Corporate Governance Code (“QCA Code”) by complying with the QCA Code’s ten corporate governance principles as follows:

  1. Establish a strategy and business model which promote long-term value for shareholders;
  2. Seek to understand and meet shareholder needs and expectations;
  3. Take into account wider stakeholder and social responsibilities and their implications for long-term success;
  4. Embed effective risk management, considering both opportunities and threats, throughout the organisation;
  5. Maintain the Board as a well-functioning, balanced team led by the Chair;
  6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities;
  7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement. The relevant disclosures within our annual report in respect of this principle are contained in the “The role of the Board” section of our latest annual report (which is available on this website);
  8. Promote a corporate culture that is based on ethical values and behaviours. The relevant disclosures within our annual report in respect of this principle are contained in the ”Our culture” section of our latest annual report (which is available on this website);
  9. Maintain governance structures and processes that are fit for purpose and support good decision making by the Board; and
  10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders. The relevant disclosures within our annual report in respect of this principle are contained in the “Board committees” section of our latest annual report (which is available on this website).

The Board intends to continue developing its corporate governance framework to ensure it exceeds the minimum standards required to comply with the QCA Code.

Corporate Governance Statement

This statement has been written by the Chairman of the Board of Directors of CloudCall Group plc.

The roles/responsibilities of the Chairman and the Chief Executive Officer in respect of Corporate Governance:

The Chairman’s role is to lead the Board of Directors. He is not responsible for executive matters regarding CloudCall Group plc’s business. The Chief Executive Officer and the Company Secretary are the only executives who report to the Chairman.

The Chief Executive Officer is responsible for all executive management matters affecting CloudCall Group plc and senior members of executive management report to him.

Principal responsibilities:

The Chairman’s principal responsibility is the effective running of the Board and overall stewardship of the business. He ensures the Board plays an effective and constructive part in the development of CloudCall Group plc’s strategy and objectives.

The Chief Executive Officer’s principal responsibility is the running of CloudCall Group plc’s business and leading the implementation of its strategy. He is responsible for:

  • developing CloudCall Group plc’s strategy and overall commercial objectives for recommendation to the Board; and
  • implementing the decisions of the Board and its Committees.

Other responsibilities of the Chief Executive Officer include:

Making proposals for the Board agendas and maintaining a dialogue with the Chairman on important strategic issues facing CloudCall Group plc.

Ensuring that the Board receives accurate, timely and clear information on:

  • CloudCall Group plc’s performance;
  • issues, challenges and opportunities facing CloudCall Group plc; and
  • matters reserved to the Board for decision.

Ensuring that the executive team gives appropriate priority to providing reports to the Board which contain accurate, timely and clear information.

Ensuring that the Chairman is alerted to emerging complex, contentious or sensitive issues affecting CloudCall Group plc of which he might not otherwise be aware.

Supporting the Chairman in relation to succession planning particularly in respect of Executive Directors.

Ensuring members of the Board develop an understanding of the views of the major investors in CloudCall Group plc.

Leading the communication programme with shareholders.

Supporting an appropriate induction programme for new directors, facilitated by the Company Secretary.

Ensuring appropriate management time is made available for the induction process.

Ensuring that the development needs of the Executive Directors and other senior management members are identified and met.

Promoting, and conducting the affairs of CloudCall Group plc with high standards of integrity, probity and corporate governance.

Other responsibilities of the Chairman include:

Running the Board and setting Board agendas, ensuring that the important issues facing CloudCall Group plc and the concerns of all Board members are considered.

Ensuring informal meetings of the Directors take place, including meetings of the Non-Executive Directors without Executive Directors present, as required to ensure that sufficient time and consideration is given to complex, contentious or sensitive issues.

Succession planning for Board appointments to retain and build an effective and diverse Board and proposing the membership of each Board Committee.

Identifying any development needs of individual Directors and of the Board as a whole, assisted by the Company Secretary.

Ensuring that the performance of the Board as a whole, its Committees, and individual Directors is evaluated at least once a year. Undertaking the performance appraisal of the Chief Executive Officer.

Providing input to the Board evaluation process.

Promoting high standards of integrity, probity and corporate governance throughout CloudCall Group plc and particularly at Board level.

CloudCall Group plc’s adherence to the QCA Code supports its long-term success:
CloudCall Group plc adheres to the QCA Code by complying with the QCA Code’s ten corporate governance principles (listed above). Such adherence to the QCA Code ensures that the Board properly and efficiently manage, steer, govern and make key decisions in respect of the operations and strategy of CloudCall Group plc. This supports CloudCall Group plc’s medium and long-term success and also ensures that it produces long term benefits for its shareholders. Such adherence to the QCA Code also supports CloudCall Group plc’s long-term success by reducing risk and adding value to the business.

Deviations from the QCA Code:
CloudCall Group plc adheres to the QCA Code by complying with the QCA Code’s ten corporate governance principles (listed above). CloudCall Group plc does not deviate from the QCA Code.

Key governance matters of CloudCall Group plc during 2018:
The key governance matters that have occurred in respect of CloudCall Group plc during 2018 are:

  • CloudCall Group plc adopted the QCA Code during 2018. This step was taken in light of certain updates to the AIM rules.
  • CloudCall Group plc appointed its own in-house commercial lawyer during 2018. Among many other duties and areas, this lawyer has helped to advise and support CloudCall Group plc in respect of its compliance with the QCA Code and corporate governance rules generally. External professional advisors have, at CloudCall Group plc’s expense, assisted this lawyer in doing this. This lawyer also advises the Board and CloudCall Group plc more generally in the following areas: contracts with third parties (customers, suppliers, partners etc.), commercial/corporate law, intellectual property law, employment law, dispute resolution, and compliance with applicable regulations and laws (e.g. data protection). This lawyer’s role as an employee of CloudCall Group plc helps the Board to more accurately, quickly and cost effectively identify, assess and reduce legal and commercial risks to the Group’s long term success. Part of this approach involves this lawyer’s legal scrutiny of and commercial input into the business’ short, medium and long term commercial plans that are put before him from time to time.
  • The Board decided to adopt an annual and independent self-assessment process during 2018. This process shall be used to regularly identify areas where the Board need to develop, improve, and/or strengthen itself in order to achieve long term success for CloudCall Group plc and its shareholders. This process shall also be used to regularly implement such developments, improvements and/or strengthening.

The Board

The Board is responsible for formulating, reviewing and approving the Group’s strategies, budgets and corporate actions. The Directors have responsibility for, and recognise the importance of, implementing and maintaining high standards of corporate governance.

The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.

The Company is managed by the Board of Directors, which currently consists of three Executive Directors and three Non-Executive Directors. The Directors believe that the Board includes an appropriate balance of skills and uses them effectively to provide leadership to the Group. The Non-Executive Directors bring an independent judgement to the Board and the Executive Directors bring a knowledge of the day to day workings of the Group to the Board. This assists in ensuring that the Board is able to discharge its duties and responsibilities effectively.

The Role of the Board

The principal purpose and responsibility of the Board is to deliver shareholder value and strategic vision and leadership for the Group. It is also responsible for effective risk management and oversight of internal controls. The Board carries out this clear purpose and responsibility and has strong leadership from Peter Simmonds, its Non-Executive Chairman, to help it do so. The Board of Directors work as a team and have the right balance of skills, experience and independence to properly and diligently fulfil the Board’s purposes and responsibilities. The Board understands the Group and supports the creation and delivery of strategy for the benefit of the shareholders. The Board regularly engages with the shareholders and the other stakeholders to enable it to ensure it provides the strategy, leadership and shareholder value that is required. The extent of such engagement is set out in the “Relations with Shareholders and Stakeholders” section below. The Board evaluates its own performance and acts on the conclusions to ensure that it is properly and diligently fulfilling its purposes and responsibilities. The extent to which the Board evaluates itself is set out further down on this web page.

The Board meets regularly and nine Board meetings have been held to date in 2018. The Board has a formal schedule of matters referred to it for decision, these include:

  • Approval of the Company’s overall commercial strategy and a review of progress to date;
  • Financial matters including the approval of budget and financial plans, changes to the Group’s capital structure, major investments such as capital expenditures, acquisitions and disposals;
  • Stock Exchange related issues including the approval of communications to the Stock Exchange;
  • Meeting Companies Act requirements including the approval of financial statements, dividends and changes in accounting practices and policies; and
  • Other policy matters including health and safety, data protection, and operational controls.
    (“Board Reserved Matters”)

In the event of a general meeting of CloudCall Group plc, once the meeting has concluded, the results of the meeting are released through a regulatory news service announcement. In other words, (i) all notices of general meetings of CloudCall Group plc (including historical notices up to, at least, the last five years), and (ii) the outcomes of all votes at CloudCall Group plc general meetings, are released through the regulatory news service. A link to the regulatory news service is available on this website. If, at any general meeting of CloudCall Group plc, a significant proportion of votes (e.g. 20% of independent votes) is cast against a resolution, then, where it becomes relevant, CloudCall Group plc will give an explanation of the actions it intends to take as a result of that vote. Such explanation will be provided through a regulatory news service announcement. Finally, annual reports and governance materials (including historical annual reports up to, at least, the last five years), are available on this website.

The responsibilities of each individual member of the Board are as follows:

The responsibilities of Peter Simmonds, as the Non-Executive Chairman (and a Non-Executive Director) of the Board, are:

Set out in the Corporate Governance Statement above.

The responsibilities of Sophie Tomkins, as a Non-Executive Director of the Board, are:

  • To Chair the Audit Committee;
  • To perform her role as a member of the Remuneration Committee; and
  • To fulfil the other key responsibilities of a Non-Executive Director, which are to:
    • Constructively challenge and help develop proposals on strategy.
    • Scrutinise the performance of the Executive Directors and Executive Management in meeting agreed goals and objectives and monitor the reporting of performance.
    • Satisfy herself on the integrity of financial information and that financial controls and systems of risk management are robust and defensible (in accordance with her role as the Chair of the Audit Committee).
    • Determine appropriate levels of remuneration of Executive Directors (in accordance with her role as a member of the Remuneration Committee).
    • Play a primary role in appointing, and where necessary removing, Executive Directors and in succession planning of the Board.
    • Meet from time to time, if appropriate, with the Non-Executive Directors only (i.e. without Executive Directors being present).
    • If appropriate, seek independent professional advice, at CloudCall Group plc’s expense, in the furtherance of her duties.
    • Allocate sufficient time to CloudCall Group plc to perform her responsibilities effectively.

The responsibilities of Gary Browning, as a Non-Executive Director of the Board, are:

  • To Chair the Remuneration Committee; and
  • To fulfil the other key responsibilities of a Non-Executive Director, which are to:
    • Constructively challenge and help develop proposals on strategy.
    • Scrutinise the performance of the Executive Directors and Executive Management in meeting agreed goals and objectives and monitor the reporting of performance.
    • Satisfy himself on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.
    • Determine appropriate levels of remuneration of Executive Directors (in accordance with his role as Chair of the Remuneration Committee).
    • Play a primary role in appointing, and where necessary removing, Executive Directors and in succession planning of the Board.
    • Meet from time to time, if appropriate, with the Non-Executive Directors only (i.e. without Executive Directors being present).
    • If appropriate, seek independent professional advice, at CloudCall Group plc’s expense, in the furtherance of his duties.
    • Allocate sufficient time to CloudCall Group plc to perform his responsibilities effectively.

The responsibilities of Simon Cleaver, as Chief Executive Officer (and an Executive Director) of the Board, are:

Set out in the Corporate Governance Statement above.

The responsibilities of Paul Williams, as Chief Financial Officer (and an Executive Director) of the Board, are:

  • To work to protect the vital assets of CloudCall Group plc, ensure compliance with financial regulations, manage and maintain the books and accounts correctly, and communicate value and risk issues to investors and the Board;
  • To operate an efficient and effective finance system for CloudCall Group Plc, providing a variety of services to CloudCall Group plc, such as financial planning, analysis, tax, and other general finance operations;
  • To provide input to the Board on the strategy planning of CloudCall Group plc and help influence the future direction of CloudCall Group plc;
  • To provide financial leadership and align business and finance strategy to grow the business and play an integral role in supporting long-term investments of CloudCall Group plc;
  • To stimulate and drive the timely execution of change in the finance functions of CloudCall Group plc;
  • To lead and drive the recruitment of appropriately skilled and experienced personnel into the finance, HR, legal and other back office teams of CloudCall Group plc to ensure the proper and correct implementation of his plans. To manage these teams appropriately in order to ensure the best staff are retained at CloudCall Group plc where possible; and
  • To drive business improvement initiatives such as cost reduction, procurement, pricing execution, and other process improvements and innovations that add value to CloudCall Group plc.

The responsibilities of Andrew Jones, as Chief Revenue Officer (and an Executive Director) of the Board, are:

  • To provide input to the Board on the strategy planning of CloudCall Group plc and help influence the future direction of CloudCall Group plc;
  • To drive and lead appropriate strategies and plans to increase the sales, revenue and net income generation of CloudCall Group plc;
  • To report to the Board on risks and opportunities in respect of the sales, marketing and customer account management operations and performance of CloudCall Group plc;
  • To break down silos so that the sales, marketing, and customer account management departments are aligned and working together to drive an increase in sales and create the best possible experience for the customers of CloudCall Group plc;
  • To effectively use CloudCall Group plc’s data and sales/marketing assisting technologies to drive and adapt go-to-market strategies, sales methods and tactics in order to support and increase the profitable growth of CloudCall Group plc;
  • To ensure that he has detailed CloudCall Group plc product and services knowledge in order to lead the sales, marketing and customer account management teams to properly and successfully sell, up-sell and market the products and services offered by CloudCall Group plc; and
  • To lead and drive the recruitment of appropriately skilled and experienced personnel into the sales, marketing and customer account management teams of CloudCall Group plc to ensure the proper and correct implementation of his comprehensive revenue-generating plans. To manage these teams appropriately in order to ensure the best staff are retained at CloudCall Group plc where possible.

Operational control is delegated by the Board to the Executive Directors. Non-Executive Directors are in regular communication with the Executive Directors. All the Directors have direct access to the advice and services of the Company Secretary and can take independent advice if necessary, at the Company’s expense.

Evaluation of the Board

The Board evaluates its own performance annually via the following process:

The Chairman issues a questionnaire to each Board member for them to complete and return to the Chairman. The results of this questionnaire are then issued by the Chairman to an external and independent third party. Such third party then analyses the questionnaire results and produces a summary of the results to the Board, including that third party’s recommendations as to what actions the Board should take in light of the results. This questionnaire sets out questions for each Board member (including the Chairman) to answer which are relevant to the Board’s performance in a particular period. In response to each question each Board member inserts a rating (1 to 5) and, where they feel appropriate, any comments/measures which relate to what the business/Board are doing in respect of that question. The “1 to 5” rating for each question works as follows:

5 = fully satisfactory/very good;
4 = generally satisfactory/good;
3 = satisfactory more often than not/average;
2 = occasionally satisfactory/below average; and
1 = very rarely satisfactory/poor.

The criteria against which the Board evaluates itself, as covered in the said questionnaire, can be summarised as follows, the Board’s evaluation of:

(1) the Board’s supporting and setting of CloudCall Group plc’s strategy;
(2) the quality and robustness of the Board’s discussions;
(3) the Board’s ability to make objective decisions collaboratively;
(4) the Board’s effective communication with stakeholders of CloudCall Group plc;
(5) each Board member’s understanding of (and ability to carry out) their role;
(6) the effective decision making, team work and constructive debate through Chairman’s leadership;
(7) whether the Board work well as a team and whether their skills complement each other;
(8) whether all Board members attend and actively contribute to Board meetings;
(9) whether the Board is the right size and contains the right mix of skills to optimise its performance;
(10) whether the Board’s committees fully and properly perform their roles;
(11) whether the Board meets regularly enough to ensure relevant issues are appropriately covered;
(12) the effectiveness of the Board’s use of the annual general meeting;
(13) each Board member’s individual commitment, contribution, and performance;
(14) the succession planning in place for the Board members; and
(15) whether the contribution of the non-executive directors and the executive directors is effective.

The Board has evaluated itself in the following ways in previous years (prior to the questionnaire process above): Various ad-hoc and informal self-assessment procedures in practice. This usually revolved mainly around the annual Executive Director performance reviews and bonus / salary discussions undertaken by the Remuneration Committee.

The results and recommendations arising from the Board’s evaluation of itself during 2018 are as follows:

  • All Board members completed the questionnaire as requested;
  • The average score given by the Board members in response to each question showed an overall positive self-assessment of the Board’s performance; and
  • Recommended areas of improvement for the Board were provided by the independent third party analyser of the questionnaire results. These recommendations were predominantly focused on succession planning, improving the Board’s own internal performance evaluation and target setting process, making more use of CloudCall Group plc’s Annual General Meeting, improving communications with internal stakeholders, and improving the Board’s own meeting materials and meeting management. The Board plan to implement appropriate measures to improve on these recommended areas.

The succession planning for appointments to the Board (and the processes to determine appointments to the Board) is carried out in the following way:

  • The Board carry out ongoing assessments as to the succession needs and planning of the Board. Such assessments include reviewing the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position;
  • Such succession planning involves identification and nomination of candidates to fill Board vacancies as and when they arise; and
  • Following such assessments and planning, Board members are then appointed and/or removed in accordance with CloudCall Group plc’s articles of association.

Board Committees

Each committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the committee to discharge its duties.

Audit Committee

The Committee meets at least twice a year and more frequently if required. Two Audit Committee meetings have been held to date during 2018. The Committee is responsible for monitoring the quality of internal controls, ensuring the financial performance of the Company is being properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls. The Committee has unrestricted access to the Group’s auditors. Other members of the management team may be invited to attend meetings. If requested, the Non-Executive Directors are provided an opportunity at the Audit Committee meetings to discuss matters with the auditors without the presence of the Executive Directors.

The Audit Committee is comprised of Sophie Tomkins (Chair), Gary Browning and Peter Simmonds. All three are independent Non-Executive Directors. The Board is satisfied that Sophie, as Chair, has recent and relevant financial experience. The Chief Financial Officer routinely attends the Audit Committee meetings by invitation, but other Executive Directors or members of the management team may also be invited to attend meetings as required. The Audit Committee keeps under review the independence and performance of the Group’s auditor, monitors the provision of non-audit services, and also advises the Board on their fees.

The Audit Committee deals with the matters within its remit as described above. However, the Audit Committee will refer all Board Reserved Matters to the Board for a decision before going ahead with any action.

Remuneration Committee

Four Remuneration Committee meetings have been held to date during 2018. The Committee reviews the performance of Executive Directors and senior management, sets the scale and structure of their remuneration and reviews the basis of their service agreements, incentive plans and other employment related benefits with due regard to the interests of the shareholders. Other members of the management team may be invited to attend meetings. The Remuneration Committee will also make recommendations to the Directors concerning the allocation of share options to Directors and employees. No Director is permitted to participate in discussions concerning their own remuneration. The remuneration and terms of appointment of Non-Executive Directors are set by the Board as a whole.

The Remuneration Committee is made up of Gary Browning (Chair), Sophie Tomkins and Peter Simmonds. All three are independent Non-Executive Directors.

The Remuneration Committee deals with the matters within its remit as described above. However, the Remuneration Committee will refer all Board Reserved Matters to the Board for a decision before going ahead with any action.

Audit CommitteeRemuneration CommitteeRisk Committee
ChairSophie TomkinsGary BrowningSimon Cleaver
MembersPeter Simmonds/Gary BrowningSophie Tomkins / Peter SimmondsPeter Simmonds / Simon Cleaver
Exec SponsorPaul WilliamsSimon CleaverJason Kendall

Internal Control

The Board has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. The processes to identify and manage the key risks of the Group are an integral part of the internal control environment. Such processes, which are regularly reviewed and improved as necessary, include strategic planning, approval of annual budgets, regular monitoring of performance against budget (including full investigation of significant variances), control of capital expenditure, ensuring that proper accounting records are maintained, the appointment of senior management and the setting of high standards for health, safety, data protection and environmental performance.

The effectiveness of the internal control systems and procedures is monitored regularly through a review by management, the results of which are reported and considered by the Audit Committee. The system of internal control comprises those controls established to provide assurance that the assets of the Group are safeguarded against unauthorised use or disposal and to ensure the maintenance of proper accounting records and the reliability of financial information used within the business or for publication. Any system of internal control can only provide reasonable, but not absolute, assurance against material misstatement or loss, as it is designed to manage rather than eliminate the risk of failing to achieve the business objectives of the Group.

The principal elements of the Group’s internal control system include:

  • Close management of the day-to-day activities of the Group by the Executive Directors;
  • An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision-making and rapid implementation while minimising risks;
  • A comprehensive annual budgeting process producing a detailed integrated profit and loss, balance sheet and cash flow, which is approved by the Board;
  • Central control over key areas such as capital expenditure authorisation and banking facilities; and
  • A recently appointed in-house commercial lawyer to ensure legal and commercial risk is properly managed and legal rigour is enforced in all the Group’s business negotiations, plans and operations (as described more fully in the Corporate Governance Statement above and the Legal Checks sub-heading below).

The Group continues to review its system of internal control to ensure compliance with best practice, while also having regard to its size and the resources available. As part of the Group’s review, a number of non-financial controls covering areas such as regulatory/data protection compliance, contracts, business integrity, health and safety, risk management, business continuity and corporate social responsibility (including anti-bribery, anti-modern slavery, ethical trading, supplier standards, environmental concerns and employment diversity) have been assessed. Some key elements of those non-financial controls are set out below:

Polices, Rules & Procedures
The Board is committed to maintaining appropriate standards for all the Company’s business activities and ensuring that these standards are set out in written policies. Key examples of such standards and policies include the Group’s various data protection/privacy policies and notices and other general policies and rules applicable to employees’ conduct.

Contract Approvals
Aside from the Group’s standard form contracts for the Group’s standard form transactions, all contracts are required to be reviewed and signed/approved by a senior Director of the Company and reviewed by CloudCall Group plc’s in-house commercial lawyer.

Risk Assessments
Risks facing the business are assessed, and potential mitigating actions are considered and implemented to help protect against those risks.

Legal Checks
In the past year the Group has hired an in-house commercial lawyer to advise the Board and the Group generally in the way described in the Corporate Governance Statement above. The Group is currently considering whether to hire further staff into its UK and/or US operations to bolster this internal legal/control mechanism. The Group also use the services of an independent and external Company Secretary (Ben Harber (Shakespeare Martineau)). The Company Secretary advises the Company on its operation of a share dealing code for Directors as required by the AIM Rules, and also advises the Board and supports the Group’s in-house commercial lawyer in ensuring the Group’s ongoing compliance with the applicable corporate/company laws, regulations and codes.

Relations with Shareholders and Stakeholders

CloudCall Group plc strives to ensure that its business activities positively benefit all stakeholders by committing to conduct its business in a fair and responsible manner, to treat its employees fairly, supporting personal growth and development, and to have a positive impact in its local community. The Board’s engagement with CloudCall Group plc stakeholders strengthens its relationships with such stakeholders and helps the Board make better business decisions to deliver on its commitments and goals for the Group’s long term success. The Board is regularly updated on wider stakeholder engagement feedback to stay aware of stakeholder insights into the issues that matter most to them to enable the Board to understand and consider these issues during its decision-making. For example, the Board closely monitors and reviews the results of the Group’s employee engagement feedback to ensure alignment of interests.

The Board ensures that:

  • ethical values and behaviours are respected throughout Group;
  • they obtain feedback from the Group’s internal and external stakeholders as necessary to improve its strategy, operations and products/services;
  • it identifies the Group’s key resources, stakeholders and relationships; and
  • it maintains, invests in, and continually strives to develop and improve CloudCall Group plc’s stakeholder and social relationships in order to drive, support and underpin the Group’s long term success, through a combination of the following approaches:

Shareholders
The Board seek to maintain a dialogue with the market on an ongoing basis. They do so via delivering investor roadshows, attending investor conferences, and carrying out regular reporting.

The Company is committed to open communication with all its shareholders. The Board actively seek to build a relationship with both the institutional and private shareholders of CloudCall Group plc. Communication is primarily through the Annual General Meeting which shareholders are encouraged to attend and where participation is encouraged so that the Board may answer questions. All shareholders will receive a copy of the Annual Report (electronic or hard copy depending on shareholder preference) and an interim report at the half year will be available on the Company’s website. Care is taken to ensure any price sensitive information is released to all shareholders at the same time. The Company aims to provide a full, realistic and timely assessment of its business and operations in a balanced way, in all price sensitive reports and presentations. The Company also (i) invites shareholders to its results roadshow meetings, and (ii) invites shareholders to attend its product demonstrations and other general Company updates from time to time.

The Board have a strong relationship with CloudCall Group plc shareholders and the relevant Board representatives routinely see the shareholders to present/discuss results. Shareholder engagement, retention/longevity and quality is, and remains, very high, with a strong register made up of approximately 80% institutional investors, many of whom have been shareholders of CloudCall Group plc for a significant period of time. Shareholders understand the business, are supportive and are willing and able to share advice, guidance and market insight. The regular roadshows for shareholders are undertaken by the Group’s Chief Executive Officer and Chief Financial Officer, but other Directors will routinely meet with shareholders, brokers and analysts as deemed necessary, or as requested. The Board does not deploy a Chief Investment Officer role, instead spreading shareholder liaison responsibilities around the whole of the Board as appropriate. The broad range of Non-Executive Director and Executive Director skill and experience within the Board (including prior investment/broking experience) is also a key enabler for strong investor relations between the Board and the Group’s shareholders.

Customers
CloudCall Group plc strongly values its customers and seeks to deliver a world-class product backed by class leading customer service and support. CloudCall Group plc routinely seeks customer feedback and performance appraisal inputs and takes active steps to remedy any instances of customer dissatisfaction. Key customers are also routinely invited to provide product improvement inputs, and in some cases to test key features or functionality prior to general release. CloudCall Group plc commits to provide a fair and transparent pricing structure so that customers can be confident that CloudCall Group plc’s core software and telephony services are providing cost effective integrated communications. The Board regularly assesses the business need for additional investment of time and resources into customer facing departments in order to improve the overall customer experience. In recent times this has resulted in substantial investment in the sales, marketing, customer account management and customer support departments of CloudCall Group plc to ensure the business is always on hand to rapidly and appropriately respond to customer requests, needs and enquiries. This approach has allowed CloudCall Group plc to build a strong and loyal customer base who continue to trust and use the Group’s reliable, comprehensively supported and highly functional products and services. This customer centric strategy is particularly fundamental to the Group’s well regarded reputation and long term success.

Employees
CloudCall Group plc is an Equal Opportunity Employer and its policy is to ensure that all employees and job applicants will be given equal opportunities in all aspects of employment and training irrespective of their gender, ethnic origin, disability, age, marital status, sexual orientation or religious affiliation (and/or any other protected characteristics under relevant legislation). CloudCall Group plc encourages, where possible, the employment of disabled people and the retention of those who become disabled during their employment with CloudCall Group plc. CloudCall Group plc recognises the benefit of involving employees in target setting and keeping employees informed of progress. Due to the size of CloudCall Group plc, regular consultations with senior management take place. The views of employees are considered when making decisions which are likely to affect their interests. CloudCall Group plc ensures that it communicates clear and appropriate policies to employees setting out data protection rules, anti-bribery rules, anti-bullying/harassment rules and anti-discrimination rules and codes of conduct. CloudCall Group plc are currently in the process of updating and issuing more formal and comprehensive versions of such policies. The Board regularly reviews, considers and updates the salaries, benefits and support offered to the Group’s employees. This aim of this is to ensure that the staff with the appropriate experience and skill to add value to the business and drive its long term success are attracted to the business and then retained. In addition, this approach by the Board aims to ensure that staff are provided with the appropriate environment and rewards to remain motivated and enabled to produce the best possible output and add the maximum possible value to CloudCall Group plc.

Communities
CloudCall Group plc participates in various charitable activities in the communities in which it operates. Whilst it is not CloudCall Group plc policy to make direct financial contributions to charities, its employees are actively encouraged to annually take two additional paid leave days each and donate them for the support of charitable projects in the community. CloudCall Group plc collaborates with “Leicester Cares” and “Boston Cares”, who act as facilitators for these activities.

As a Group, CloudCall Group plc oppose modern slavery in all its forms and will try to prevent it by any means that it can. CloudCall Group plc requires anyone who has any suspicions of modern slavery within the Group or its supply chains to raise their concerns to the Board without delay. CloudCall Group plc keep any information provided in this respect completely confidential. As a Group, CloudCall Group plc maintains relationships with many different organisations in its supply chain, as well as directly employing over 150 people worldwide. In light of the Modern Slavery Act 2015, the Board annually reviews the Group’s internal measures to ensure the Group is doing what it can to prevent slavery and human trafficking in its businesses and in its supply chains. CloudCall Group plc are currently working on updating its formal and comprehensive policy on anti-modern slavery and will issue this internally and externally as appropriate in due course.

Suppliers
The Board and the senior management team at CloudCall Group plc ensure that they continually engage with, assess and update the Group’s supplier base. The Group strive to appoint only those suppliers who are of appropriate experience, skill and quality in order to ensure CloudCall Group plc is able to operate its business appropriately and provide top quality products and services to its customers backed up by comprehensive and prompt customer services support. CloudCall Group plc treat suppliers fairly and seek to build and maintain a supplier base which supports the Group’s strategic direction and long term success. An ever continuing and open dialogue between CloudCall Group plc and its suppliers is key to support the Group attaining and retaining its desired suppliers. Finally, CloudCall Group plc of course ensures appropriate commercial and legal/compliance protection is contained within each and every contract with its suppliers. This enables the Group to protect its business and assets as far as is possible, in conjunction with its insurance cover, in the context of its trading with its suppliers.

Partners
The Board and the senior management team at CloudCall Group plc ensure that they continually engage with, assess and update the Group’s integration and referral partner base. This is key to driving and supporting the Group’s continuous efforts to improve and expand its products and services offerings to its customers, both in terms of quality and choice. It also allows the Group to remain up to date with the latest technology offerings and developments in the market which are applicable to the products and services it offers to its customers. This fast paced and continual collaboration with other technology providers is essential to underpinning the long term success of the Group, by ensuring the business’ offerings remain diverse and up to date enough to maintain and attract customers. Similarly to its arrangements with suppliers, CloudCall Group plc of course ensures appropriate commercial and legal/compliance protection is contained within each and every contract with its integration/referral partners. This enables the Group to protect its business and assets as far as is possible, in conjunction with its insurance cover, in the context of its collaborative trading with its integration/referral partners.

Annual Updates

This Corporate Governance web page:

  • sets out in broad terms how CloudCall Group plc comply with the QCA Code at this point in time (the other relevant disclosures in this respect are contained within our latest annual report, which is available on this website);
  • will be updated annually; and
  • was last updated on 28th September 2018.