This report, prepared by the Remuneration Committee (the “Committee”), is on the activities of the board in respect of the remuneration of directors for the year ending 31 December 2022. It sets out the remuneration policy and remuneration details for the executive and non-executive directors of the Group. It has been prepared in accordance with Schedule 8 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (the “Regulations”). The members of the Committee are the independent, non-executive directors, Clare Findlay (Chair of the Committee) and Luc De Vos. The report is split into three main areas: the statement by the chair of the Committee, the annual report on remuneration and the policy report. The policy report will be subject to a binding shareholder vote at the 2023 Annual General Meeting and the policy will take effect for the nancial year beginning on 1 January 2023. The annual report on remuneration provides details on remuneration in the period and some other information required by the Regulations. It will be subject to an advisory shareholder vote at the 2023 Annual General Meeting. The Companies Act 2006 requires the auditors to report to the shareholders on certain parts of the Directors’ remuneration report and to state whether, in their opinion, those parts of the report have been properly prepared in accordance with the Regulations. Hybrid Software Group PLC Annual Report 2022 Hybrid Software Group Strategic report Governance Financial statements Other information Hybrid Software Group PLC Annual Report 2022 54 55 DIRECTORS’ REMUNERATION REPORT AUDIT COMMITTEE REPORT The Committee also considers significant financial reporting issues, accounting policies and key areas of judgement or estimation. This review also includes consideration of the clarity and completeness of disclosures on the information presented in the financial statements. Additionally, the Committee will: • review the effectiveness of the Company’s system of internal financial controls and internal control systems, • advise the Board on the Company’s risk strategy, risk policies and current and emerging risk exposures, including the oversight of the overall risk management framework and systems, • assess the adequacy and security of the Company’s arrangements for its employees and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and to ensure proportionate and independent investigation of such matters, and • make recommendations to the Board as it deems appropriate on any area within its remit where action or improvement is required. The Committee operates with clarity, simplicity, fairness, predictability and is aligned to the culture of the organisation. Luc De Vos, Non-executive Director THE CHAIRMAN’S ANNUAL STATEMENT The information provided in this part of the Directors’ remuneration report is not subject to audit.The remuneration committee reviewed the current level of board fees and salaries payable to the chairman, the CEO and CFO. ANNUAL REPORT ON REMUNERATION The information provided in this part of the Directors’ remuneration report is subject to audit.The remuneration of the executive and non-executive directors of the Group in respect of services to the Group were as follows: For the year ended 31 December 2022: Luc De Vos, Chair of the Audit Committee The Audit Committee (the “Committee”) is appointed by the Board and consists wholly of the non-executive directors. The Board has delegated to the Committee responsibility for overseeing financial reporting, the review and assessment of the effectiveness of the internal control and risk management systems and maintaining an appropriate relationship with the external auditor. The members of the Committee are Luc De Vos (Chair of the Committee) and Clare Findlay. The Committee oversees the relationship with the Company’s external auditor, monitors its effectiveness and independence and makes recommendations to the Board in respect of the external auditor’s remuneration, appointment and removal. The Committee also reviews the findings from the external auditor, including discussion of significant accounting and audit judgements, levels of errors identified and overall effectiveness of the audit process. The Committee meets as required, typically at least 3 times per year; at the beginning of the financial year to agree on the audit and risk operational plan for that year, at mid-year to evaluate any matters and issues that might have arisen and at the close of the financial year to review the findings of the auditor and to ensure that the Company’s audit and risk objectives have been met. Clare Findlay, Non-executive Director In euros Salary and fees Benefits Bonus LTIP Pension Total Total fixed Total variable Executive directors Guido Van der Schueren1 469,681 24,000 50,000 - 1,850 545,531 495,531 50,000 Michael Rottenborn, CEO 285,736 13,732 50,000 - 8,700 358,168 308,168 50,000 Joachim Van Hemelen,CFO2 82,133 - 20,000 20,000 - 122,133 82,133 40,000 Graeme Huttley, CFO3 123,439 6,129 - - 27,619 157,187 157,187 - Total executive directors 960,989 43,861 120,000 20,000 38,169 1,183,019 1,043,019 140,000 Non-executive directors Clare Findlay 21,605 - - - - 21,605 21,605 - Luc De Vos 20,000 - - - - 20,000 20,000 - Total non-executive directors 41,605 - - - - 41,605 41,605 - Total directors 1,002,594 43,861 120,000 20,000 38,169 1,224,624 1,084,624 140,000 1 includes the director’s daughter, who is also an employee of the Group. 2 appointed with effect from 1 September 2022 3 resigned with effect from 31 August 2022. Includes the director’s spouse, who is also an employee of the Group.
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