Statement of directors’responsibilitiesThe directors are responsible for preparing theannual <strong>report</strong>, and the <strong>Group</strong> and Parent Companyfinancial statements in accordance with applicablelaw and regulations.Company law requires the directors to prepare <strong>Group</strong>and Parent Company financial statements for eachfinancial year. As required by the AIM Rules of theLondon Stock Exchange they are required to preparethe <strong>Group</strong> financial statements in accordance withIFRSs as adopted by the EU and applicable law andhave elected to prepare the Parent Company financialstatements in accordance with UK AccountingStandards and applicable law (UK Generally AcceptedAccounting Practice).Under company law, the directors must not approvethe financial statements unless they are satisfied thatthey give a true and fair view of the state of affairsof the <strong>Group</strong> and Parent Company and of their profit orloss for that period. In preparing each of the <strong>Group</strong> andParent Company financial statements, the directors arerequired to:The directors are responsible for keeping adequateaccounting records that are sufficient to show andexplain the Parent Company's transactions and disclosewith reasonable accuracy at any time the financialposition of the Parent Company and enable them toensure that its financial statements comply with theCompanies Act 2006. They have general responsibilityfor taking such steps as are reasonably open to themto safeguard the assets of the <strong>Group</strong> and to preventand detect fraud and other irregularities.The directors are responsible for the maintenanceand integrity of the corporate and financial informationincluded on the Company's website. Legislation inthe UK governing the preparation and disseminationof financial statements may differ from legislation inother jurisdictions.> > select suitable accounting policies and then applythem consistently;> > make judgements and estimates that are reasonableand prudent;> > for the <strong>Group</strong> financial statements, state whether theyhave been prepared in accordance with IFRSs asadopted by the EU;> > for the Parent Company financial statements, statewhether applicable UK Accounting Standards havebeen followed, subject to any material departuresdisclosed and explained in the financial statements;and> > prepare the financial statements on the goingconcern basis unless it is inappropriate to presumethat the <strong>Group</strong> and the Parent Company willcontinue in business.22<strong>Advanced</strong> <strong>Computer</strong> <strong>Software</strong> <strong>Group</strong> <strong>plc</strong><strong>Annual</strong> Report <strong>2013</strong>
Directors’ <strong>report</strong>Principal activities<strong>Advanced</strong> is a leading provider of software andIT services for organisations in the public, privateand not for profit sectors delivered through its threedivisions: Health & Care, Business Solutions and365 Managed Services.Its principal subsidiary undertakings are listed innote 23 to the financial statements on page 64.Business reviewThe Company is required to produce a business reviewwhich complies with section 417 of the Companies Act2006. A detailed review of the <strong>Group</strong>’s activities, its keyperformance indicators and a description of the principalrisks and uncertainties which it faces, can be found inthe business review section on pages 8 to 19.Corporate governance statementThe corporate governance statement, which formspart of this directors’ <strong>report</strong>, is set out on pages 26 to 28.Results and dividendsThe results for the year are set out in the consolidatedincome statement on page 35. Continuing <strong>Group</strong> profitfor the year after provision for taxation was £9.1m(2012: £5.9m).The Board’s dividend policy is to consider paymentof a dividend in light of the <strong>Group</strong>’s working capitalrequirements, the ongoing needs of the business andits merger and acquisition activities. Accordingly,the directors recommend the payment of a maidendividend of 0.4p per share (2012: £nil). If approved atthe annual general meeting, the dividend will be paidon 8 October <strong>2013</strong> to shareholders on the register at theclose of business on 13 September <strong>2013</strong>.AcquisitionsDuring the year, the <strong>Group</strong> made a number ofacquisitions, details of which are set out in the businessreview and note 11 to the financial statements.Post balance sheet eventsOn 7 March <strong>2013</strong>, <strong>Advanced</strong> acquired the entire issuedshare capital of <strong>Computer</strong> <strong>Software</strong> Holdings for net cashconsideration of £107.0m.Further details are set out in the Chairman’s statementand Chief Executive’s review and in note 26 to thefinancial statements.Research and developmentDuring the year, the <strong>Group</strong> capitalised £2.1m (2012:£1.8m) of development costs relating to internal softwaredevelopment in accordance with IAS38. Other researchand development costs not meeting the criteria forcapitalisation were written off during the year.Financial instrumentsThe <strong>Group</strong> uses financial instruments to manage certaintypes of risks including those relating to credit, market,interest rates, currency exchange and liquidity. Detailsof the objectives and management of these instrumentsand an indication of the exposure of the <strong>Group</strong> to suchrisks are contained in note 20 to the financial statements.Political and charitable donationsThe <strong>Group</strong> made charitable donations in <strong>2013</strong> of£24,000 (2012: £0.3m) including a donation of £15,000to The Prince’s Trust for membership of its TechnologyLeadership <strong>Group</strong>.In accordance with Board policy, no political donationswere made during the year (2012: £nil).Directors and their interestsThe table below sets out the beneficial interests in theCompany’s shares of those persons who were directorsat the end of the financial year:<strong>2013</strong>Number ofordinary shares2012Number ofordinary sharesVin Murria,Chief Executive Officer 36,550,867 36,050,867Barbara Firth, COO,Acquisitions andIntegration 250,000 250,000Paul Gibson, COO,Operations (appointed19 November 2012) Nil N/aGuy Millward,Chief Financial Officer(appointed19 November 2012) Nil N/aMichael Jackson,Non-Executive Chairman 736,149 1,681,525Mike McGoun,Non-ExecutiveDirector (appointed19 November 2012) Nil N/aOn 14 March <strong>2013</strong>, Vin Murria and Barbara Firth eachacquired 30,250 ordinary shares of 10p each in theCompany, following the exercise of SAYE optionsat a price of 30p per share. Since the year end, bothVin Murria and Michael Jackson have transferred partof their shareholdings into self-invested personal pensionarrangements. No other changes have taken place in theabove interests of the directors between 28 February <strong>2013</strong>and 21 June <strong>2013</strong>, being the latest practicable date priorto publication of this <strong>report</strong>.The biographical details of the persons currently servingas directors appear on page 21.Overview Business review Governance Financials<strong>Advanced</strong> <strong>Computer</strong> <strong>Software</strong> <strong>Group</strong> <strong>plc</strong><strong>Annual</strong> Report <strong>2013</strong>23