Board

Andrew Roberts – Non-Executive Chairman

Andrew joined the Board in September 2016 and was Executive Chairman from 30 December 2016 until 31 January 2018 when he became Non-Executive Chairman.

Andrew brings significant experience to 1Spatial from both a technology and equity capital markets perspective.

Andrew led The Innovation Group plc from 2009 until its sale to Carlyle Group in 2016 for £500 million. During this time, the company grew to be a global business providing business services and software solutions. He has also been Chairman of Kewill plc, a leading international supply chain software business, Non-Executive Director and Chairman of Civica, a leading UK IT services business and prior to this was Non-Executive Chairman of Vega Group plc until its sale in 2008 to Finmeccanica SPA for £61 million.

Andrew started his career at ICL and then led the management team that turned-around private–equity owned Data Sciences (then a leading BPO business), which was sold to IBM in 1996.

Key areas of responsibility for Andrew as Non-Executive Chairman are:

  • setting the ethical tone for the board and the company
  • chairing company board meetings and ensuring that the information provided is complete, timely, relevant, accurate, honest and accessible. Ensuring that Board decisions are executed.
  • monitoring how the board works together and how individual directors perform and interact at meetings
  • overseeing a formal succession plan for the Board, CEO and certain senior management appointments such as the CFO.
  • ensuring that good relations are maintained with the company’s major shareholders and its strategic stakeholders, and presiding over shareholders’ meetings
  • head of nominations committee and member of audit committee and remuneration committee.

 

Claire Milverton – Chief Executive Officer

Claire joined the Board in 2010 and was previously the Chief Financial Officer until October 2017 when she was made CEO having been Acting CEO from December 2016.

Prior to joining the Board of 1Spatial Claire was the Group Financial Controller at Xploite plc, an AIM LIsted company acquired by 1Spatial plc in 2010.  Claire joined Xploite plc having previously been a Senior Manager at PricewaterhouseCoopers LLP.

Claire has had a significant number of years of experience in both the AIM listed environment and the technology sector from both her time working within 1Spatial and Xploite plc but also through her experience at PwC where she was a technology and AIM specialist.

One of Claire’s key strengths is to lead highly motivated senior executive teams which contain a broad range of skills and can work with her on setting and driving the strategic plan.   Given her financial background, Claire is focused on making long term shareholder value by driving a sustainable, cash generative company.

Claire is a Chartered Accountant and a Fellow of the Association of Chartered Certified Accountants.

Key areas of responsibility for Claire as Chief Executive Officer are:

  • setting the strategy and vision for the company
  • modeling and setting the company’s culture, values and behavior
  • building and leading the senior executive team
  • allocating capital to the company’s priorities
  • leading M&A transactions
  • presenting to and managing key stakeholders including shareholders
  • presenting to the Board of Directors on monthly basis
  • managing risks and legal obligations of the company.

 

Nicole Payne – Chief Financial Officer

Nicole joined the Board in March 2017 as Finance Director and was made Chief Financial Officer in October 2017.  Nicole was previously the Group Financial Accountant having joined 1Spatial in January 2015.

Prior to joining 1Spatial Nicole previously worked at Broadcom Europe Limited, prior to which she trained and qualified with Deloitte.

Key areas of responsibility for Nicole as Chief Financial Officer are:

  • member of the executive team and providing support to the CEO
  • lead, manage and motivate own teams to drive continual year on year productivity improvements and efficiencies
  • maintain the financial processes and controls to ensure integrity in all financial reporting
  • responsible for production of financial forecasts, budgets and long term plans that reflect both reality and the strategic direction of the business
  • oversee the company’s cash flows and funding requirements
  • oversee all significant commercial transactions in the company
  • involvement in M&A transactions
  • presenting and managing key stakeholders including shareholders
  • presenting to the Board of Directors on monthly basis
  • managing risks and legal obligations of the company.

 

Nick Habgood – Non-Executive Director

Nick joined the Board in October 2015 as a Non-Executive Director.

Nick is the Founder and Managing Partner of Azini Capital Partners LLP, a London based private equity firm that specialises in providing liquidity for historical investors and shareholders – replacement capital – and investing in growth stage private, and smaller public technology companies. Azini Capital has successfully developed and sold 17 technology companies with a combined value of over $1.5 billion. Nick has substantial board level experience helping technology companies execute on growth opportunities. Please see www.azini.com

Prior to founding Azini Capital Nick worked for LMS Capital, the venture capital division of London Merchant Securities plc. He has also held senior operational positions in Mondex International (part of MasterCard International) where he founded and was CEO of the MULTOS business, Mars Electronics International (a part of the Mars Group) and Twiflex Limited (part of GKN and Tomkins).

Nick has a Masters Degree in Mechanical Engineering (M.Eng) from the University of Bristol.

Key areas of responsibility for Nick as a Non-Executive Director are:

  • attending the company board meetings and providing the input into the following areas:
    • Strategic Direction – providing a constructive view on the plans put together by the Executive Directors
    • Monitoring performance of the Executive Directors – particularly with respect to progress made in achieving the company strategy and objectives
    • Communication – help provide the Executive Directors with a network of useful people and organisations
    • Risk – ensuring integrity of financial information and that financial controls and systems of risk management are robust
    • Organisation – ensuring that the board works well together and monitor how individual directors perform and interact at meetings
  • head of the remuneration committee and member of the audit committee and nominations committee.

 

Francis Small – Non-Executive Director

Francis joined the Board in August 2017 as a Non-Executive Director.

Francis brings significant experience from his financial services background, having been at Ernst & Young from 1979 to 2015 where he held key positions, including as London and then UK head of corporate finance, global vice chair and then managing partner of UK & Europe transaction advisory services, global leader of sovereign wealth funds (based in the Middle East) and ultimately senior partner for international clients.

During his time at Ernst & Young, Francis held responsibility for various teams and divisions, overseeing strategy and identifying growth opportunities, while delivering revenue growth and working with notable businesses including Rexam, ArcelorMittal and TPG. Since leaving Ernst & Young, Francis sits on the strategy & performance committee and chair of finance at Kingston University and on the investment committee and chair of audit & risk at British Business Bank Investments.

Francis graduated from Cambridge University with a degree in law, is a chartered accountant and a fellow of the ICAEW.

Key areas of responsibility for Francis as a Non-Executive Director are:

  • attending the company board meetings and providing the input into the following areas:
    • Strategic Direction – providing a constructive view on the plans put together by the Executive Directors
    • Monitoring performance of the Executive Directors – particularly with respect to progress made in achieving the company strategy and objectives
    • Communication – help provide the Executive Directors with a network of useful people and organisations
    • Risk – ensuring integrity of financial information and that financial controls and systems of risk management are robust
    • Organisation – ensuring that the board works well together and monitor how individual directors perform and interact at meetings
  • head of the audit committee and member of the nominations committee and remuneration committee.

Board Committees

Nomination Committee:

  • Andrew Roberts – Chairman of the Nomination Committee
  • Nick Habgood – Member
  • Francis Small – Member

The nomination committee is responsible for screening and proposing candidates for appointment to the board.

Remuneration Committee:

  • Nick Habgood – Chairman of the Remuneration Committee
  • Andrew Roberts – Member
  • Francis Small – Member

The remuneration committee reviews the scale and structure of the executive directors’ and senior employees’ remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the non-executive directors are set by the entire board.

The key responsibilities of the Remuneration Committee are set out in its Terms of Reference.

Download Terms of Reference

Audit Committee:

  • Francis Small – Chairman of the Audit Committee
  • Andrew Roberts – Member
  • Nick Habgood – Member

The audit committee determines the terms of engagement of the company’s auditors and determines, in consultation with the auditors, the scope of the audit. The audit committee receives and reviews reports from management and the company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the company. The audit committee has unrestricted access to the company’s auditors.

The key responsibilities of the Audit Committee are set out in its Terms of Reference.

Download Terms of Reference

 

Role of External Advisors

The Executive Team (CEO/CFO)

The executive team are authorised to obtain, at the Company’s expense, professional advice in order to carry out their duties.

The team has access to the advice and services of the Company’s nomad, broker, legal advisors, tax and accounting advisors and its external auditors. If a specialist appointment is required the executive team can obtain approval for this at the monthly Board meeting.

Committees

Board committees are authorised to obtain, at the Company’s expense, professional advice on any matter within their Terms of Reference and to have access to sufficient resources in order to carry out their duties.

Committee members have access to the advice and services of the Company’s nomad, broker, legal advisors, tax and accounting advisors and its external auditors. If a specialist appointment is required the committee can obtain approval for this at the monthly Board meeting.


1Spatial plc – England and Wales, No.5429800