Board of Directors
Cheryl C. Jones (A R)
Chairman, Non-executive Director
Cheryl is currently non–executive Chairman of AIM listed Caribbean Investments Holdings Limited, a financial services company. She was appointed to this board in 2007 and became non–executive Chairman in 2011. In May 2015, Cheryl became a director in Hawley Group Limited, a BSX listed company. She was previously Chairman of AIM listed Impellam Group plc, a managed services and specialist staffing company with revenues of £1.2 billion, having joined the Board in 2008 and serving as executive Chairman until November 2012. Cheryl was Chairman and CEO of OneSource Holdings Limited from 2001 to 2005 at which time it became AIM listed OneSource Services, Inc., a managed services and facility services company with revenues of $835 million. Cheryl served as CEO of OneSource Services, Inc. until the
company was sold to a trade competitor in 2007. Throughout her career, Cheryl has held senior positions in strategic and transformational planning, marketing and programme development, and operational change management. She holds a BS in Management from Purdue University and a MBA from DePaul University. Cheryl was appointed as non–executive Director to the Board in May 2014 and was appointed as non–executive Chairman in September 2014.
Chief Executive Officer
Guy Cleaver was appointed Chief Executive Officer and a Director in August 2016. Previously he had held the post of Chief Operating Officer, with responsibility for all of the Group’s businesses. Guy joined Dods in 2001 working for the Civil Service training business, before being promoted to Managing Director in 2007. In 2013 Guy took over the running of the company’s Public Sector focused portfolio and he has been the driving force behind the consolidation of the company into three operating units. Guy is a former pupil of Radley College and a graduate of Nottingham University.
Chief Financial Officer
Nitil Patel was previously CFO of Ten Alps plc (recently rebranded Zinc Media plc) from July 2001 to June 2016. During this time, Nitil managed three divisions of the group, driving growth both organically and through a number of strategic acquisitions. He was a key member of the team from the very start of Ten Alps in 1999 as Finance Director and was responsible for its listing on AIM in 2001. He trained with Sayers Butterworth before joining TV production business Planet 24 Limited, where he worked as a financial accountant and on productions such as the Big Breakfast. Nitil is a member of the Institute of Chartered Accountants in England and Wales.
Sir William Wells (A R)
Sir William Wells joined the Board on 1st December 2010 as a Non-executive Director. His career encompasses senior positions in public health, commercial property, insurance and business services. He was Managing Partner and then Chairman of Chesterton Chartered Surveyors for 34 years, where he oversaw their transition from a private partnership to a listed company. His other experience includes non-executive director roles with AMP (UK), Henderson Group plc and Exel plc, which was subsequently acquired by Deutsche Post. Sir William is Chairman of ADL plc, a care home provider, Restore plc, a data handling business, CMG plc, a specialist in the care of adults with learning difficulties, and The Practice Ltd, a leading provider of primary healthcare. He was previously the Chairman of the Department of Health’s Commercial Advisory Board, and the NHS Appointments Commission.
A Member of the Audit Committee
R Member of the Remuneration Committee
The Lord Adonis (R)
Lord Andrew Adonis was appointed as Chairman of the National Infrastructure Commission on 5 October 2015. He was formerly the Director of the Institute for Government, an independent charity with cross-party and Whitehall governance, working to increase government effectiveness. Prior to this, he spent twelve years in government as a minister and special adviser, latterly as Secretary of State for Transport. Previously he was Minister for Schools, Head of the No.10 Policy Unit and senior No.10 adviser on education, public services and constitutional reform. Before joining government, he was Public Policy Editor of the Financial Times and a Fellow of Nuffield College Oxford. He is also a director of two charities – the Baker-Dearing Trust and Edge. He has been a member of the House of Lords since 2005 and was appointed to the Dods Group PLC Board in January 2011.
Diane Lees CBE
Diane Lees is the Director-General of Imperial War Museums, the cultural lead for the Centenary of the First World War, and is a Trustee of 14-18NOW, the Centenary's Cultural Programme. Dine is a Trustee of the IWM Development Trust, The Gerry Holdsworth Special Forces Trust, and the Army Museums Ogilby Trust. She serves as Vice President of the American Air Museum in Britain, is a member of the Women Leaders in Museums Network (WLMN), and sits on the Arts Council's external advice panel. Diane also serves as Chair of the National Museum Directors' Council (NMDC) and has appointments to both the University of Lincoln's Board of Governors and the University of Oxford Humanities External Advisory Board. Diane is currently chairing a review of the Higher Education Funding Council for England (HEFCE)'s Museums, Galleries and Collections Fund.
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The Board is committed to establishing and maintaining integrity and high ethical standards in all of its business activities; and high standards of corporate governance – the process by which the Group is directed and managed, risks are identified and controlled, and effective accountability to shareholders is assured. Although the Company has its listing on the Alternative Investment Market (AIM), it seeks to embrace, voluntarily, the full spirit of the UK Corporate Governance Code (the "Code"), but as a minimum, adhere to the Corporate Governance Guidelines for AIM Companies issued by the Quoted Companies Alliance.
The roles of the Non-Executive Chairman and the Chief Executive are held separately and clearly defined in relation to their responsibility for managing the Board and managing the Group's operations respectively. Summary biographical details and standing committee memberships of all the directors are shown on this website.
The Board of Directors is collectively responsible for the strategic direction, investment decisions and effective leadership and control of the Group. To this end, there exists:
- a schedule of matters specifically reserved to the Board for its decisions, including approval of the Group's strategy, annual budget, major capital expenditure, acquisitions and disposals, risk management policies and financial statements; and
- in relation to non-reserved matters, the terms of reference under which the Board has delegated certain responsibilities to its three standing committees.
Both of the non-executive directors are considered to be independent, as determined by the Board, and together bring a wide range of relevant skills and experience to bear on issues under consideration. This helps to ensure that independent judgement is exercised and that a proper balance of power is maintained for full and effective control.
All directors are required to stand for election at the first Annual General Meeting following their appointment and seek re-election at least every three years. They have direct access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are adhered to and that applicable rules and regulations are complied with. The Senior Independent Director has authority to ensure that directors may, if necessary, take independent professional advice at the Company's expense. Appropriate training for new and existing directors is kept under review and provided where necessary.
The Board generally meets on a monthly basis. Directors receive in advance of each meeting an agenda and set of supporting papers with detailed commentary. The non-executive directors are encouraged to voice any concerns they may have at the monthly Board meetings and to ask for further information if required. Minutes of each Board meeting are circulated for comment before being formally approved at the next meeting.
The performance of the directors and the effectiveness of the Board as a whole has been reviewed and monitored as part of an ongoing assessment under the stewardship of the Non-Executive Chairman.
Audit Committee (A)
The Audit Committee comprises non-executive directors of the Company and meets no less than twice a year with the external auditors together with various representatives of the executive and finance functions. It also meets privately with the external auditors on an adhoc basis. The Committee, inter alia:
- is responsible for the appointment, review and remuneration of the external auditors and has authority to pre-approve their engagement for both audit and permitted non-audit services within an agreed framework
- annually assesses the independence and objectivity of the auditors;
- reviews the annual and interim financial statements, the Group's accounting policies and procedures and its financial control environment, and
- reviews the Group's system of internal controls, including risk management procedures
Remuneration Committee (R)
The Remuneration Committee comprises non-executive directors of the Company and meets at least twice a year and otherwise as necessary. It advises the Board on the Company's remuneration strategy and determines, on behalf of the Board and within its remuneration framework, the individual remuneration package of each of the executive directors and certain members of the senior management team.
No director is involved in deciding his own remuneration, whether determined by the Committee, or in the case of non-executives, by the Board.