Investor relations

Board of Directors

Sarah Rolls

Non-Executive Director

Length of tenure

Appointed 11 June 2025

Skills and experience

Sarah currently serves as Group Financial controller of FTSE 250 company, Tate & Lyle and prior to that was Group Financial controller of FTSE 100 company, Sage Group and a partner at KPMG. Sarah has a proven track record of leadership across a diverse range of sectors including consumer goods, retail, services and technology. Sarah’s areas of expertise encompass financing and tax strategy, risk, financial reporting and controls, M&A and delivering transformational change. Sarah also serves as Chair of the Audit and risk committee.

Kenneth (Ken) Lever

Non-Executive Chair

Length of tenure

Appointed 22 March 2023 (Executive Chair from 5 April 2023 to 10 May 2023, Interim Chair until 15 February 2024)

Skills and experience

Ken is an experienced business leader, having held a number of senior executive and non- executive positions within UK-listed firms.

He is currently Senior Independent Director and Chairman of the Audit Committee at both Vertu 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 Chair of the Advisory Board of the Alliance Manchester Business School and was a member of the Accounting Council (formally the Accounting Standards Board) of the Financial Reporting Council.

External appointments

Ken is the Senior Independent Director and Chairman of the Audit Committee of Vertu Motors plc, the Senior Independent Director and Chairman of the Audit Committee of Rockwood Strategic plc and Deputy Chairman of Rainier Developments Limited.

Stephen Kelly

Executive Director, CEO

Length of tenure

Appointed 10 May 2023

Skills and experience

Stephen Kelly is a successful, serial growth CEO with global experience in complex enterprise software and technology businesses channels. Stephen has an exceptional leadership record from start- ups to the largest organisations in both private and public sectors. Stephen led the turnarounds as CEO of Sage (FTSE50), Micro Focus (FTSE250), and grew Chordiant rapidly (Nasdaq) adding approximately $10bn of market value increase over almost 50 quarters during his stewardship as a public company CEO. The companies led by Stephen all became global market leaders in their sectors.

In the 1980s, Stephen joined the early-stage European team at Oracle where annual triple-digit revenue growth was the standard in the enterprise data business. Stephen was appointed the UK government’s first Chief Operating Officer during the Coalition government, where Efficiency & Reform programs delivered £50bn annual savings as well as major innovations including the delivery of Gov.UK and the digitisation of UK government which was awarded “UN best digital government” in 2016.

External appointments

Chair Science, Technology & Research Honours Committee (sits on main Honours Committee).

Member of No 10 Downing Street Digital Fellows Board.

Senior Adviser to Blackrock (LTPC).

NED Locum’s Nest (Healthtech).

Chris Baker

Non-Executive Director

Length of tenure

Appointed 25 July 2023

Skills and experience

Chris Baker is an experienced leader in the international technology industry and currently a partner of CBCS Associates, a software advisory business. From 1983 to 1997 Chris was with Digital Equipment Company, rising to serve as UK Sales Director for Outsourcing. During the period 1997 to 2014, Chris held several senior roles within Oracle, rising to Senior Vice President and Worldwide Head of ISV/OEM/Java Sales. Chris was then Executive Director of Xchanging plc from 2014 to 2016, leading the Xuber Insurance Software business, and from 2016 to 2021 Chris was CEO of Capita Software. Chris also serves as our Senior Independent Director (SID).

External appointments

Partner of CBCS Associates.

Amanda Jobbins

Non-Executive Director

Length of tenure

Appointed 1 October 2024

Skills and experience

Amanda Jobbins is internationally renowned technology industry executive having led global business development, sales and marketing organisations for major SaaS, Comms & IT enterprise software companies in the USA, Europe & Asia. Amanda is currently the Global CMO & Director of GTM & Strategic Partners of Vodafone Business, the enterprise division of Vodafone serving organisations worldwide with security, cloud and digital solutions.

Amanda has extensive experience leading technology organisations and was formerly Global CMO of Infor and an SVP at Oracle leading their global business development and international marketing organisations across all product lines. Over her career she also led significant organisations at Cisco and Symantec, where she led strategy, product marketing and the consumer GTM as well as running channel sales teams. Amanda was previously on the board of ISG Plc, an AIM listed company & StorMagic Plc a UK based network attached storage small cap.

External appointments

PairPoint Board Hull University MBA Advisory Board

Eric Collins

Non-Executive Director

Length of tenure

Appointed 1 October 2024

Skills and experience

Eric Collins is an investor, serial entrepreneur, technology executive and award winning author. Eric has been in the C suite of 4 fast growth companies that exited to American listed companies including Microsoft, Medtronic and Digital Turbine. 2 companies were in the US and 2 were in the UK.

In 2018, Eric co-founded Impact X Capital Partners with a group of distinguished UK, French and US investors. In 2023, Impact X launched its second fund to invest in underrepresented entrepreneurs in Europe, the UK, the US and beyond. Impact X has over 50 investments in its portfolio including the UK insurtech unicorn Marshmallow. Eric is the CEO of Impact X and sits on the boards of private companies in the US and the UK.

External appointments

UnLtd foundation Board Autograph ABP Board Audi brand ambassador

Board Responsibilities and Committees

Board

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

The Board is responsible for the long-term success of the Group. 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.

The Board has agreed the schedule of matters reserved for its decision, which includes ensuring that the necessary financial and human resources are in place to meet its obligations to its shareholders and others. It also approves acquisitions and disposals of businesses, major capital expenditure and annual financial budgets, and sets dividend policy.

An Executive Committee supports the Board in implementing strategy and reports relevant matters to the Board for its consideration and approval. This Executive Committee comprises three Executive Directors and nine members of senior management.

All the Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring compliance with applicable rules, regulations and Board procedures.

Directors have the right to request that any concerns they have are recorded in the appropriate Committee or Board minutes.

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

Board Committees

Audit Committee

Members: Bob Corey (Chair), Karl Monaghan, Grant Dollens

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.cirata.com. Its main responsibilities are:

to monitor and be satisfied with the truth and fairness of the Group’s financial statements 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 all of these meetings. Since the end of the financial year, the Committee has met once (in March 2019) to consider, amongst other matters, this Annual Report, with the external auditor being present at this meeting. The Committee also met with the external auditor, without the Executive Directors being present, once during the year.

View our Audit Committee Terms of Reference

Remuneration Committee

Members: Karl Monaghan (Chair), Bob Corey, 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 four times in the year, with the other Board members in attendance as appropriate.

View our Remuneration Committee Terms of Reference

Nomination Committee

Members: David Richards (Chair), Bob Corey, Grant Dollens, Erik Miller, Karl Monaghan

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 twice a year and at such other times as required.

Committee meetings

The Nomination Committee met three times in 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.

View our Nomination Committee Terms of Reference

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