Investor Relations

Board of Directors & Governance

Governance

The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, have developed its procedures to comply with the principles set out in the Quoted Companies Alliance Corporate Governance Code (the "QCA Code"). The Board comprises seven Directors, four of whom are Executive Directors and three Non-Executive Directors, reflecting a diversity of experiences and backgrounds. The Company will appraise the structure of the Board on an ongoing basis.

The Board intends to meet regularly to review, formulate and approve the Group’s strategy, budgets, corporate actions and oversee the Group’s progress towards its goals of long-term sustainable success, generation of shareholder value and contributions to the wider society. The Company has established an Audit Committee and a Remuneration Committee, each with formally delegated duties and responsibilities and with written terms of reference. The activities normally performed by a Nominations Committee will be covered by the full Board.

The Company reviews its compliance with the recommendations of the QCA Code, and reports in its annual report, and on this website, where it complies and explain where it does not comply.

Audit Committee

The Skillcast Audit Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on and to ensure the Group’s key risks are identified and monitored. It receives and reviews reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets not less than twice in each financial year and has unrestricted access to the Group’s external auditors. The Audit Committee comprises at least two members of whom both shall be independent Non-Executive Directors and one shall have recent and relevant financial experience with competence in accounting or auditing. The chair of the Audit Committee is Sally Tilleray and its other members are Richard Amos and Isabel Napper.

Audit Committee - Terms of Reference

Remuneration Committee

The Remuneration Committee (i) reviews the performance of the Executive Directors and senior managers, (ii) makes recommendations to the Board on matters relating to their remuneration and terms of service and (iii) develops and maintains procedures for making recommendations for succession planning. The Remuneration Committee also reviews gender pay data and make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets as and when necessary, but at least twice each year. The Remuneration Committee comprises at least two independent Non-Executive Directors. The Chair of the Remuneration Committee is Isabel Napper, and its other members are Richard Amos and Sally Tilleray. No director or manager is involved in any decisions as to their own remuneration.

Remuneration Committee - Terms of Reference

Richard Amos

Non-Executive Chairman

Richard is a qualified Chartered Accountant who started his career at EY in 1988 then served in several senior finance roles. Over the last 20 years, Richard has served as an executive on the boards of five companies listed on the London Stock Exchange, most recently as Chief Financial Officer of Wilmington plc, Chief Financial Officer of Plant Impact plc and Group Finance Director of Anite plc. He is currently an independent non-executive director at Thruvision Group plc (AIM: THRU) and Xaar plc (LSE: XAR). Richard is a member of the Company's audit and remuneration committees.

Vivek Dodd

Co-founder & Chief Executive Officer

Vivek is a co-founder of Skillcast. He has been creating regulatory courses and compliance tools for over two decades. Before Skillcast, he worked as an investment banker at JP Morgan and a finance and compliance trainer. He has a Master's degree from the Massachusetts Institute of Technology and a Bachelor's degree from the Indian Institute of Technology and has been a CFA Charterholder.

Catriona Razic

Co-founder and Chief Commercial Officer

Catriona is a co-founder of Skillcast. She has advised the Group's global clients on their compliance communication strategy for over twenty years. She leads the sales function to offer clients of all sizes Skillcast's solutions for their compliance and learning initiatives. Catriona previously worked in learning and development at Japanese securities house Nikko Securities and youth development charity Raleigh International. She holds a degree in Psychology and Economics.

Anthony Miller

Co-founder & Chief Technical Officer

Anthony is a co-founder of Skillcast. Over the last twenty years, he has led the design and development of the Group's award-winning technology products. He has worked with enterprise customers to deliver transformative training and compliance solutions tailored to their specific requirements. He is responsible for managing the Group's Application Development, IT Infrastructure and Enterprise Solutions teams. He has an Executive MBA from Cass Business School and a BSc in Economics from the London School of Economics.

Richard Steele

Chief Financial Officer

Richard has over 30 years of experience in commercial and operational finance roles in the professional services, food and retail sectors, including 15 years in board-level roles. His career started at Tate & Lyle plc, where he qualified as an accountant and worked for 10 years from 1989. He was Finance Director at retailer White Stuff Limited from 2007 to 2012 and at Cook Trading Limited, the frozen ready meal retailer, from 2012 to 2018. Most recently, Richard was Chief Financial Officer of Mind Gym plc (AIM: MIND), the global provider of human capital and business improvement solutions, from its AIM admission in 2018 until the end of 2021.

Isabel Napper

Senior Independent Non-Executive Director

Isabel has over 25 years of experience advising clients in the technology and healthcare/life science areas, both public and private sector, leading on business development and managing regulatory issues, governance risk and strategic change. Isabel was previously a Partner at the law firm Mills & Reeve LLP, where she acted as legal adviser and company secretary to several boards. Isabel is currently a non-executive director at Tristel plc (AIM: TSTL), SDI Group plc (AIM: SDI) and Keystone Law Group plc (AIM: KEYS). Isabel chairs the Company's remuneration committee and is a member of the Company's audit committee.

Sally Tilleray

Independent Non-Executive Director

Sally is a qualified Chartered Institute of Management Accountants (CIMA) accountant and an experienced UK public company director. She served as Group Chief Operating Officer and Group Chief Financial Officer at Huntsworth plc, the international public relations and healthcare communications group, from 2004 to 2014. She is an experienced marketing service agency executive and has been Non-Executive Chair of digital agency UNRVLD since 2020. She has been a Non-Executive Director of NAHL plc (AIM: NAH), the consumer legal-focused marketing and services business, since 2019, and Senior Independent Non-Executive Director Mind Gym plc (AIM: MIND), an international behavioural science company delivering business improvement solutions to companies across the world since 2018 and since 2023 the Senior Independent Non-Executive of Fadel plc (AIM: FADL) the brand compliance, rights management and royalty billing software provider. Since 2022 she has been the Senior Independent Non-Executive Director of Nominet, the official registry for all .UK domain names. Sally chairs the Company's audit committee and is a member of the Company's remuneration committee, a role she also holds at NAHL plc, Mind Gym plc and Fadel plc.