Company - Board & Corporate Governance

• Directors' Biographies
• Corporate Governance
• Operation of the Board
• Composition of the Board
• Chairman and Chief Executive
• Board committees
• Audit Committee
• Nomination Committee
• Remuneration Committee

Directors' Biographies

The Group has a strong management team with long term recruitment sector experience, with proven ability to integrate acquisitions and operate larger organisations, and to create shareholder value.

Gary Ashworth (Executive Chairman) – aged 46

Gary is the co-founder and majority shareholder of InterQuest. Prior to founding the InterQuest business, Gary founded Abacus Recruitment plc, a group of recruitment agencies, including two in the IT recruitment sector. Abacus Recruitment plc was floated on AIM in September 1995, before being sold to Carlisle Holdings plc for £16.8 million in 1999 with the initial investors achieving a ten fold multiple on their investment.

Gary is a Fellow and past President of the Institute of Employment Consultants and has worked in recruitment since 1980.

See Gary Ashworth appearing on ‘Trading Places’ – ShareCrazy.com’s daily business briefing (25 Sept 07).

Ross Eades, (Chief Executive Officer) – aged 44

Ross joined InterQuest as the Group’s CEO in August 2003. Ross began his career in IT recruitment in 1988 with Hunterskil. In 1997, he was appointed CEO of MPS Group International plc, a group of IT and Professional Services recruitment companies, which included such brands as Modis and Badenoch & Clark. Between 1997 and 2002, Ross was responsible for both organic and acquisitive growth, and over that period the group increased sales revenue from £72 million to £286 million and EBIT from £3 million to £21 million.

Michael Joyce (Finance Director) – aged 37

Michael joined InterQuest in February 2004. He was previously group financial controller of Rebus Group Limited. He also has experience of the recruitment industry, having worked as part of the finance team at Robert Walters plc. Michael qualified as a chartered accountant with Coopers & Lybrand, where he spent seven years prior to joining Robert Walters plc.

Luke Johnson (Non-Executive Director) – aged 44

A co-founder of InterQuest, Luke has served as a director of a number of public companies since 1988. Luke is currently chairman of Channel 4 Television Corporation and Signature Restaurants, as well as holding a number of non-executive directorships.

Luke graduated in medicine from Oxford University and subsequently worked for Kleinwort Benson Securities as an equity analyst.

Alan Found - (Non-Executive Director) – aged 45

Alan was appointed Non Executive Director in May 2002. Alan runs his own business, Alan Found Associates, which has been providing team and management development services to clients for over eleven years. His clients include Morgan Stanley, the Intercontinental Hotels Group, Yorkshire Bank and Holiday Inn.

Alan’s major focus is in team development and he has a long standing interest in the recruitment sector, having spoken on a number of related topics at various conferences.

Paul Frew - (Non-Executive Director)

Paul has a wide range of experience and contacts in the IT sector and considerable experience as a non-executive director of fast growing technology based businesses.

Paul is the Managing Director of Elderstreet Investment Limited, a venture capital company that is a specialist investor in the software and computer services market. Paul joined Elderstreet in 1996 to establish their technology practice and in 1999 Elderstreet raised a £57 million institutional fund, Elderstreet Capital Partners, to invest in the UK software, computer services and internet market. Prior to joining Elderstreet, Paul was Managing Director of Softwright Systems Limited.

Paul sits on the boards of Caplin Systems, weComm Limited, Vordel Limited and AngloINFO Limited and is also responsible for Elderstreet’s institutional investor relations.

Corporate Governance

The Board believes that good corporate governance is key to ensuring that the Group is managed in an effective, efficient and entrepreneurial manner, to the benefit of all stakeholders.

Operation of the Board

The primary role of the Board is to provide leadership and strategic direction to the Group and to conduct the Group’s business in the best interest of the shareholders. The board is also responsible for ensuring that good corporate governance is observed throughout the Group and that business and financial risks are reviewed and managed.

To achieve these objectives the Board meets on a monthly basis and discusses progress against its strategic objectives. A detailed financial budget and business plan are drawn up and approved by the board on an annual basis and detailed financial and operational reports are presented to the board every month which include discussion of performance against the annual budget and business plan. Board papers are circulated to all members of the Board well in advance of the monthly Board meetings allowing directors who are unable to attend an opportunity to contribute to the matters to be discussed. All discussions, including issues which are not resolved, are recorded in minutes which are circulated to all directors in a timely fashion.

In addition, business and financial risks are reviewed and discussed including legal and other external developments and the Group’s cash flow and funding requirements are monitored to ensure that they a sufficient to facilitate the Group’s business objectives.

Composition of the Board

The Board comprises three Executive and three Non-executive Directors with considerable business experience particularly within the IT and recruitment sectors.

The Board considers all three Non-executive Directors to be independent. For transparency it is noted that Luke Johnson is a founding shareholder of the Group and holds several cross directorships with Gary Ashworth and that Alan Found supplies part time consulting services to the Group in addition to services as a Non-executive Director and also participates in the Group’s share option scheme. Paul Frew does not hold any shares in the Group nor does he provide any services other than acting as an independent Non-executive Director.

Chairman and Chief Executive

There is a clear division of responsibility between the Executive Chairman and the Chief Executive. The Executive Chairman is responsible for the operation of the Board, investor relations and leading the Group’s acquisition strategy. The Chief Executive is responsible for the day-to-day operations of the Group building the Group’s business for long-term growth. No one individual has a dominant influence upon the operation of the Board.

Board committees

There are three committees of the Board whose terms of reference and authority are delegated by the board.

Audit Committee

The Audit Committee composes Luke Johnson (Chairman), Alan Found and Paul Frew. The Audit Committee plans to meet a minimum of twice a year. The Finance Director and the external auditors attend the meetings when requested by the Committee.

Luke Johnson is considered by the Board to have recent and relevant financial experience.

The Committee’s principal responsibilities are to review the integrity of the Company’s annual and interim reports, preliminary results announcements and any other formal announcements relating to its financial performance, and reviewing the Group’s systems of internal control and risk management.

The committee monitors the independence, objectivity and independence of the audit process and matters relating to the appointment of the Company’s auditor which is Grant Thornton LLP. Both the Committee and the auditors themselves have safeguards in place to insure that the objectivity and independence of the auditors is maintained. In addition to the annual appointment of the auditors by shareholders, the Committee regularly reviews their independence taking into consideration relevant UK professional and regulatory requirements. The Committee also reviews their performance and fees charged.

Non-audit work is carried out by the auditors where the Committee believes that it is in the Groups best interests to make use of the auditor’s extensive knowledge of the business. The Committee continuously monitors the quality and volume of this work and other accounting firms are used where appropriate. 

Nomination Committee

The members of the Nomination Committee are Gary Ashworth (Chairman), Luke Johnson and Alan Found

The Nomination Committee’s terms of reference are to regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes. The Nomination Committee also considers future succession for appointments to the Board and to senior management, so as to maintain an appropriate balance of skills and expertise within the Company and on the Board.

Remuneration Committee

The Remuneration Committee comprises Alan Found (Chairman), Luke Johnson and Paul Frew.

The Committee meets at least twice a year to determine the remuneration policy and the individual remuneration packages of the Executive Chairman, Chief Executive Officer and Finance Director.

The remuneration of senior management throughout the Group is discussed in general but detailed matters are delegated to the Chief Executive Officer