Directors’ <strong>report</strong> continuedIn accordance with the Company’s articles ofassociation, Paul Gibson, Guy Millward and MikeMcGoun, retire as directors, having been appointedsince the 2012 annual general meeting, but offerthemselves for re-election. In addition, the Company’sarticles require that all directors retire at least everythree years and that a third of the directors retireby rotation. At the next annual general meeting,Vin Murria retires by rotation and, being eligible,offers herself for re-election.Directors’ powersThe directors’ powers are conferred on them byUK legislation and by the articles of association.Further details can be found in the corporategovernance statement on pages 26 to 28.Directors’ indemnity arrangementsThe Company has purchased and maintainedthroughout the year Directors’ and Officers’ liabilityinsurance, which gives appropriate cover for any legalaction brought against the directors. The directors alsohave the benefit of the indemnity provision containedin the Company’s articles of association.Details of directors’ remuneration and service contractsare set out in the directors’ remuneration <strong>report</strong>.Share capitalDetails of the authorised and issued share capital,together with the movements in the Company’s issuedshare capital during the year, are shown in note 24 tothe financial statements.The Company has one class of ordinary shares whichcarry no right to fixed income. As at 21 June <strong>2013</strong>, beingthe latest practicable date prior to publication of this<strong>report</strong>, the Company had issued 429,471,822 fully paidordinary shares of 10p each, which are listed on theAlternative Investment Market of the London StockExchange. Each ordinary share carries the right toone vote at general meetings of the Company.There are no specific restrictions on the size of holdingor on the transfer of shares which are both governedby the general provisions of the Company’s articles ofassociation and prevailing legislation. The directors arenot aware of any agreements between holders of theCompany’s shares that may result in restrictions on thetransfer of securities or voting rights.No person has any special rights of control over theCompany’s share capital and all issued shares arefully paid.Information on employee share schemes is set outin note 25 to the financial statements.Substantial shareholdingsAs at 21 June <strong>2013</strong>, the Company was aware of thefollowing interests in 3% or more of its issued share capital:Percentageof issuedName of fund managershare capitalM+G Investment Management 16.94Liontrust Asset Management 9.67Vin Murria 8.52Marwyn Investment Management 7.18Hargreave Hale 5.05JPMorgan Asset Management 3.80Ruffer 3.74Majedie Asset Management 3.48BlackRock 3.46NFU Mutual 3.40Authority to purchase own sharesAt the Company’s annual general meeting held on28 August 2012, shareholders renewed the Company’sauthority to make market purchases of up to 53,432,589ordinary shares. This authority was not used during theyear or up to the date of this <strong>report</strong>. At the <strong>2013</strong> annualgeneral meeting, shareholders will be asked to renewthis authority for another year and the directors willonce again propose a maximum aggregate number ofordinary shares which the Company can purchase ofless than 15% of the issued ordinary share capital. Detailsare contained in the notice of annual general meeting.The Company held no treasury shares during the yearor up to the date of this <strong>report</strong>.EmployeesThe <strong>Group</strong> places considerable value on the involvementof its employees and keeps them informed on theperformance of the <strong>Group</strong> and other matters affectingthem as employees. This is achieved via formal andinformal meetings, email and the Company’s website.The <strong>Group</strong> further promotes the involvement of its staffin its business aims and performance by linking rewardto achievement. Many employees are stakeholders inthe business through participation in share option andSharesave schemes.The Company is an Equal Opportunities employer.Its policy is to ensure that no job applicant or employeereceives less favourable treatment on the grounds ofgender, race, disability, colour, nationality, ethnic ornational origin, marital status, sexuality, responsibility fordependents, religion or belief, trade union activity andage. Selection criteria and procedures are kept underreview to ensure that individuals are selected, promotedand treated on the basis of their relevant merits andabilities. Fair consideration is given to applications for24<strong>Advanced</strong> <strong>Computer</strong> <strong>Software</strong> <strong>Group</strong> <strong>plc</strong><strong>Annual</strong> Report <strong>2013</strong>
employment from disabled people and the retentionand retraining, where practicable, of employees whobecome disabled is encouraged.More information relating to employee engagementcan be found in the CSR Statement on pages 18 and 19.Supplier payment policyThe <strong>Group</strong> recognises the importance of goodrelationships with its suppliers and subcontractors.Although the <strong>Group</strong> does not follow any particularcode or standard on payment practice, its establishedpayment policy is to agree payment terms in advanceof any commitment being entered into and to ensure thatpayments are made in accordance with agreed terms.Trade creditor days for the <strong>Group</strong> for the year ended28 February <strong>2013</strong> were 34 (2012: 30).Significant agreementsThere are a number of agreements that take effect,alter or terminate upon a change of control, such ascommercial contracts, bank loan agreement andemployee share plans. The only one of these which isconsidered to be significant in terms of likely impact onthe business of the <strong>Group</strong> as a whole is the bank facility(as described in note 20 to the financial statements)which requires majority lender consent for any changeof control. Should such consent not be forthcoming, achange of control would trigger a mandatory repaymentof the entire facility. As at 21 June <strong>2013</strong>, £84.0m of thefacility was outstanding comprising £55.0m term debtand £29.0m revolving credit facility.The directors are not aware of any agreements betweenthe Company and its directors or staff that provide forcompensation for loss of office or employment that occursbecause of a change of control.AuditorsThe directors confirm that, as at the date this <strong>report</strong> wasapproved, and so far as each director is aware, there isno relevant audit information of which the <strong>Group</strong>’sauditor is unaware and each director has taken all thesteps that he ought to have taken as a director in orderto make himself aware of any relevant audit informationand to establish that the <strong>Group</strong>’s auditor is aware of thatinformation.It is proposed that KPMG LLP will be appointedauditor of the Company, replacing KPMG Audit <strong>plc</strong>.The resolution for this change will be proposed at theannual general meeting.Articles of associationThe Company’s articles of association may be amendedby special resolution of the shareholders. The currentarticles can be found on the Company’s website atwww.advancedcomputersoftware.com.<strong>Annual</strong> general meetingThe annual general meeting will be held atMunro House, Portsmouth Road, Cobham, Surrey KT11 1TFon 30 August <strong>2013</strong> at 2.00pm. Details of the resolutionsto be proposed are contained in the notice of annualgeneral meeting sent to shareholders with thisannual <strong>report</strong>.By order of the BoardBarbara FirthDirector and Company Secretary25 June <strong>2013</strong>Overview Business review Governance FinancialsGoing concernThe financial statements have been prepared on a goingconcern basis as, after making appropriate enquiries,the directors have a reasonable expectation that the<strong>Group</strong> has adequate resources to continue to operatefor the foreseeable future.<strong>Advanced</strong> <strong>Computer</strong> <strong>Software</strong> <strong>Group</strong> <strong>plc</strong><strong>Annual</strong> Report <strong>2013</strong>25