Hybrid Software Group PLC Annual Report 2022 46 47 DIRECTOR’S REPORT Hybrid Software Group PLC Annual Report 2022 Hybrid Software Group Strategic report Governance Financial statements Other information DIRECTORS The board are responsible for the appointment of Directors and the amendment of articles of association (“Articles”) and meet regularly throughout the year. Subject to the provisions of the Company’s Articles, any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director by ordinary resolution, or by a decision of the Directors, either to fill a vacancy or as an addition to the existing board provided that the appointment does not result in the total numbers of Directors exceeding any maximum number fixed in accordance with the Company’s Articles. At every annual general meeting all the Directors shall retire from office. If the Company, at the meeting at which a director retires under, does not fill the vacancy, the retiring director shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy, or unless a resolution for the reappointment of the director is put to the meeting and lost. The Directors who held office during the year under review were: Guido Van der Schueren Executive Chairman Michael Rottenborn Chief Executive Officer Joachim Van Hemelen* Chief Financial Officer Graeme Huttley** Chief Financial Officer Clare Findlay Non-executive Director Luc De Vos Non-executive Director The Company maintains director and officers’ liability insurance. SHAREHOLDINGS Ordinary shares are entitled to one vote each in any circumstance. Each share is entitled pari passu to dividend payments or any distribution. The shares are not redeemable and there are no transfer restrictions on the shares. Subject to the Company’s Articles, but without prejudice to the rights attached to any existing ordinary share, the Company may issue shares with such rights or restrictions as may be determined by ordinary resolution. Hybrid Software Group PLC (formerly Global Graphics PLC) is a public limited-liability company registered in England and Wales with its shares traded on Euronext Brussels under stock code HYSG. The Directors present their annual report and the audited financial statements for the year ended 31 December 2022. The business review, principal risks and uncertainties, information about environmental matters, the Group’s employees, social and community issues and key performance indicators can be found in the Group strategic report, starting on page 23. *Appointed with effect from 1 September 2022. **Resigned with effect from 31 August 2022. The breakdown of the Company’s issued share capital as at 31 December 2022 was: INVESTMENT IN OWN SHARES The Company holds some of its own shares in treasury to meet its obligations arising from the Group’s employee share programmes (see note 25 and 30 to the consolidated financial statements). The total number of shares held in treasury at 31 December 2022 was 58,996 (2021: 73,996). Further information can be found in note 25 to the consolidated financial statements. During the year, the Company disposed of 15,000 treasury shares (2021: 39,000), transferred to employees to satisfy the Company’s obligations under share schemes. CORPORATE GOVERNANCE Details of the Company’s corporate governance can be found in the Corporate governance report on page 52. POLITICAL CONTRIBUTIONS The Company made no political contributions during the year (2021: €nil). DIVIDENDS The Directors do not recommend the payment of a dividend (2021: €nil). RESEARCH AND DEVELOPMENT The Group spent €13.49 million (2021: €12.71 million) on research and development during the year. Under IAS 38 Intangible Assets, €4.0 million (2021: €3.40 million) of research and development was capitalised and €2.0 million (2021: €1.01 million) of capitalised research and development was amortised. There was no impairment of capitalised research and development during the year (2021: €nil). The net effect of capitalisation, amortisation and impairment on profit in the year was a decrease in expense of €2.0 million (2021: €2.39 million decrease in expense). POST BALANCE SHEET EVENTS Details of post balance sheet events are detailed in note 36 to the consolidated financial statements. FINANCIAL RISK MANAGEMENT Details of the Company’s financial risk management are disclosed in the Group strategic report and in note 31 to the financial statements. In thousands of euros Number of ordinary shares % of issued share capital Congra Software S.à r.l.*** Friberg Christian Company owned shares Free float 26,938,049 381,732 58,996 5,530,960 81.85% 1.16% 0.18% 16.81% Total 32,909,737 100.00% *** Congra Software S.à r.l. is controlled by Guido Van der Schueren, the Company’s Chairman. Michael Rottenborn (Chief Executive Officer) and Joachim Van Hemelen (Chief Finance Officer) are also shareholders of Congra Software S.à r.l. Director’s report continued...
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