Investor Relations

Board of Directors

Kenneth (Ken) Lever


INTERIM NON-EXECUTIVE CHAIR, EXECUTIVE CHAIRMAN


Ken is an experienced business leader, having held a number of senior executive and non-executive positions within UK-listed firms. He is currently Non-Executive Director at Veertu Motors plc and Rockwood Strategic plc, as well as Deputy Chairman of Rainier Developments Limited. Ken has recently stepped down as Non-Executive Chairman of Biffa plc and RPS Group plc. Ken was also a Non-Executive director at Blue Prism plc, an intelligent automation software business, where he was Chair of the Audit Committee. In his executive career, Ken was latterly Chief Executive Officer of technology, business services and insurance software business Xchanging plc. Ken is a member of the Advisory Board of the Alliance Manchester Business School and has served on the UK Accounting Standards Committee of the Financial Reporting Council.

Length of tenure

Appointed March 22, 2023 (Executive Chairman from 03 April 2023)

Peter Lees


SR. INDEPENDENT NON-EXECUTIVE DIRECTOR


Length of tenure

Appointed 10 August 2022

Skills and experience

Mr Lees has built a successful 35-year career in the UK financial markets, having served in senior leadership roles across multiple financial institutions, with a particular focus on Equity Capital Markets and the provision of investment and strategic advice to public and private companies.

Mr Lees has built, grown and led a number of UK, European and Global Equity teams during his career, including most recently serving as a Managing Director at Stifel, where he was part of the leadership team in the Technology and Life Science sectors. Prior to that, Mr Lees served as Head of UK and European teams at F&C, responsible for managing over £15 billion of assets under management. Earlier in his career, Mr Lees rose to become Head of the UK Equity Team at Morgan Grenfell (latterly, Deutsche Bank), helping to drive the organisation towards its ultimate position as one of the top three Asset Management companies in London.

External appointments

None.

Dr. Yeturu Aahlad


Chief Scientist, Inventor & Co-Founder


Length of tenure

Appointed 23 February 2017

Skills and experience

Dr Aahlad is a recognised worldwide authority on distributed computing. He is named in 73 WANdisco patents, including US and international patents, continuations and divisionals. It was Dr Aahlad’s vision and years of persistence that led to the invention of technology that many thought was impossible – that of Active-Active replication (WANdisco’s patented DConE technology). Prior to WANdisco, Dr Aahlad served as the distributed systems architect for iPlanet (Sun/Netscape Alliance) Application Server. At Netscape, Dr Aahlad joined the elite team in charge of creating a new server platform based on the CORBA distributed object framework.

Prior to Sun/Netscape Dr Aahlad worked on incorporating the CORBA security service into Fujitsu’s Object Request Broker. Dr Aahlad designed and implemented the CORBA event services while working on Sun’s first CORBA initiative. Earlier in his career, Dr Aahlad worked on a distributed programming language at IBM’s Palo Alto Scientific Center.

Dr Aahlad has a PhD in Distributed Computing from the University of Texas, Austin, and a BSc in Electrical Engineering from IIT Madras.

External appointments

None.

Karl Monaghan


INDEPENDENT NON-EXECUTIVE DIRECTOR


Length of tenure

Appointed 5 December 2016

Skills and experience

Karl brings a wealth of capital markets and board experience. Prior to founding Ashling Capital, Karl has worked in corporate finance for Robert W. Baird, Credit Lyonnais Securities, Bank of Ireland, Johnson Fry and BDO Stoy Hayward.

Additionally, he trained as a Chartered Accountant with KPMG in Dublin and holds a Bachelor of Commerce degree from University College Dublin.

External appointments

Karl is currently Managing Partner at Ashling Capital LLP, which he founded in December 2002, to provide consultancy services to both quoted and private companies.

Karl is also currently a Non-executive Director of AIM company CareTech Holdings plc.

Ensuring the long-term success of the Group

Board effectiveness

Board composition and responsibilities

The Board comprises three Executive Directors (including the Chairman) and three Non-executive Directors, two of which are independent (Peter Lees and Karl Monaghan).

The Board is responsible for the long-term success of the Group. It has established a strategy and business model which promote long-term value for shareholders as outlined in the Strategic report on pages 6 to 35. It sets the Group’s values, standards and strategic aims and oversees implementation within a framework of prudent and effective controls, ensuring only acceptable risks are taken.

It provides leadership and direction and is also responsible for corporate governance and the overall financial performance of the Group. In addition, it promotes a corporate culture that is based on ethical values and behaviours; these corporate values guide the objectives and strategy of the Company.

The corporate values are reflected in everything that the Company does, beginning with the selection criteria used in the employee recruitment process and continuing throughout all elements of the Company’s business.

The Board ensures that ethical behaviours are expected, and followed, by approving a set of internal policies on matters such as whistleblowing.

The Board also ensures that appropriate systems and controls are in place to ensure compliance with those policies as part of its efforts to promote a healthy corporate culture, which is for the benefit of all stakeholders.

Meeting Attendance
David Richards
Bob Corey
Erik Miller
Dr Yeturu Aahlad
Grant Dollens
Karl Monaghan
Attended
Did not attend
Not required to attend

Board and Committee meetings

The table above shows the number of Board meetings held during the year, and the attendance of each Director. See our Committee reports for Audit, Remuneration and Nomination Committee meetings.

Board Committees

To assist the Board in carrying out its functions and to ensure that there is independent oversight of internal controls and risk management, the Board delegates certain responsibilities to its three principal Committees as shown in the governance framework diagram below.

Governance framework

Board

Executive Team

Chaired by the Chief Executive Officer, it comprises the three Executive Directors and senior management representation from product, marketing, engineering, business development, finance, legal, HR, sales and support. It assists the Executive Directors in implementing the business plan and policies and managing the operational and financial performance of the Company.

Nomination Committee
Audit Committee
Renumeration Committee

Audit Committee

Committee composition

Karl Monaghan is the Chairman of the Committee and the other member of the Committee is Grant Dollens. The Board considers Bob Corey to have relevant and recent financial experience, given his biography set out on page 38.

Committee responsibilities

The Audit Committee (“the Committee”) is established by and is responsible to the Board. It has written terms of reference, which are available for review at www.wandisco.com. Its main responsibilities are:

  • to monitor and be satisfied that the Group’s financial statements are fair, balanced and understandable before submission to the Board for approval, ensuring their compliance with the appropriate accounting standards, the law and the AIM Rules;
  • to monitor and review the effectiveness of the Group’s system of internal control;
  • to make recommendations to the Board in relation to the appointment of the external auditor and its remuneration, following appointment by the shareholders in general meeting, and to review and be satisfied with the auditor’s independence, objectivity and effectiveness on an ongoing basis; and
  • to implement the policy relating to any non‑audit services performed by the external auditor.

The Committee is authorised by the Board to seek and obtain any information it requires from any officer or employee of the Group and to obtain external legal or other independent professional advice as is deemed necessary by it.

Committee meetings

There were two meetings of the Committee during the year scheduled to coincide with the review of the scope of the external audit and observations arising from its work in relation to internal control, and to review the financial statements. The external auditor attended one of these meetings. Since the end of the financial year, the Committee has met twice (in February 2022 and June 2022) to consider, amongst other matters, this Annual Report, with the external auditor being present at these meetings. The Committee also met with the external auditor, without the Executive Directors being present, once during the year.
Committee meeting attendance
Bob Corey
Grant Dollens
Karl Monaghan
Attended
Did not attend
Not required to attend
committee 2020

The Renumeration Committee

The Board, as required by the QCA Code, supports the principle of transparency and has prepared this report in order to provide information to shareholders on executive remuneration arrangements.

Committee composition

The Remuneration Committee is chaired by Peter Lees and the other member of the Committee is Grant Dollens.

Committee responsibilities

The Remuneration Committee’s primary purposes are to assist the Board in determining the Company’s remuneration policies, review the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of service, the granting of share options, and other equity incentives.

Committee meetings

The Remuneration Committee met two times in the year, with the other Board members in attendance as appropriate. Remuneration Committee report The content of this report is unaudited unless stated.

Committee meeting attendance
Karl Monaghan
Bob Corey
Grant Dollens
Attended
Did not attend
Not required to attend
committee 2020

Nomination Committee

The Nomination Committee assists the Board in determining Board appointments and succession planning for Directors.

Committee composition

The Nomination Committee is chaired by David Richards and the other members of the Committee are Peter Lees, Grant Dollens, Karl Monaghan and Erik Miller.

Committee responsibilities

The Nomination Committee has responsibility for: reviewing the structure, size and composition of the Board and recommending to the Board any changes required; succession planning; and identifying and nominating for approval Board candidates to fill vacancies as and when they arise. The Committee is also responsible for reviewing the results of any Board performance evaluation process and making recommendations to the Board concerning the Board’s Committees and the re-election of Directors at the AGM. The membership of the Nomination Committee comprises the three Non‑executive Directors, David Richards and Erik Miller. The Nomination Committee is required to meet not less than once a year and at such other times as required. It has written terms of reference, which are available for review at www.wandisco.com.

Committee meetings

The Nomination Committee met once during the year, with the Chief Executive Officer and Chief Financial Officer in attendance. The Board has considered diversity in broader terms than just gender and believes it is also important to have the correct balance of skills, experience, independence and knowledge on the Board. All Board appointments will be made on merit and with the aim of achieving a correct balance. The Group has formal policies in place to promote equality of opportunity across the whole organisation and training is provided to assist this. Currently, there are no women on the Board. As opportunities arise, the Board will seek to increase the presence of women on the Board consistent with the above policy and the terms of reference of the Nomination Committee.
Meeting Attendance
David Richards
Bob Corey
Erik Miller
Grant Dollens
Karl Monaghan
Attended
Did not attend
Not required to attend
committee 2020

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