accounting & finance international business acquisitions

Introduction

Softcat UK based Information Technology (IT) Company and a leading provider of IT infrastructure and software services. It was founded in 1993 by Mr. Peter Kelly and has its headquarters in Marlow, Buckinghamshire (Softcat, 2023).

Softcat uk was initially incorporated as a software licensing specialist. Later, it went public in 2015 by listing itself on the London Stock Exchange (Softcat, 2023).

The company offers a wide range of IT infrastructure and software services including data centres, private and public cloud, digital workplace, cyber security solutions, hardware and software procurement, software licensing and other related services. Softcat uk serves a diverse range of industries including small and medium enterprises. It is a leading provider of software services in public sector organisations including: healthcare, education, government, defence, police, emergency services, housing associations and charities.

The company has also partnered with various leading software vendors like Lenovo, AWS, Adobe, Dell etc. to provide their customers with the latest technology solutions (Softcat, 2023). The Company has various branches all over the world Australia, such as the USA, Ireland, Singapore, the Netherlands and Hong Kong (Softcat uk plc, 2023).

TomTom is a Dutch based technology company specializing in navigation and mapping products and services. Harold Goddijn, Corinne Vigreux, Peter-Frans Pauwels, and Pieter Geelen founded the company in 1991. It is headquartered in Amsterdam, The Netherlands. It is a leading global provider of navigation services and technology (TomTom, 2023a).

TomTom offers a wide range of services including GPS navigation devices, digital maps, traffic information services, etc. The navigation devices of TomTom are easy to use and provide accurate information to its users.

The company was initially founded as Palmtop Software, a company that developed software for handheld computers (TomTom, 2023a). In 2004, the company launched its first GPS navigation device which was a fastest selling navigation device and a better alternative to traditional maps in today’s technology driven world. Since then, TomTom has expanded its services to include a wide range of navigation and mapping products and services.

TomTom provides a wide range of services to various industries, including automobile industry, mobile device manufacturers, and government agencies. Sygic, BMW, Microsoft etc. are some of the major consumers of TomTom Company (TomTom, 2023a).

Management Review

Softcat

Board of Directors and Committees

The Board of Directors of Softcat consists of seven members which are provided in detail under (Softcat PLC, 2023). The Board has a majority of women directors for the first time. 

Martin Hellawell: He was the Former CEO and Managing Director of Softcat and now Chairman. He is the Chairman of Raspberry Pi Trading Limited. He is currently also serving as an Independent Non-Executive Chair of MusicMagpie PLC.Team17 PLC has appointed Martin Hellawell as their non-executive director.

Graeme Watt: He has been serving as the Executive Director and Chief Executive Officer at Softcat since April 2018. He has over 30 years of experience in the IT distribution industry and previously held senior roles at various leading IT companies. He will succeed Mr. Martin Hellawell as Non-Executive Chair after the completion of current financial year.

Graham Charlton: He has been serving as an Executive Director and Chief Financial Officer at Softcat since January 2015. Prior to this, Graham served as a Finance Director at comparethemarket.com, See Tickets, and Experian Ltd. He will succeed Mr. Graeme Watt as the CEO of Softcat after the completion of current financial year.

Karen Slatford: She has been serving as a Senior Independent Non-Executive Director at Softcat since December 2019. She is the Chairman of the Nomination Committee. She is also serving as a Chair of Draper Esprit PLC. Karen is a Senior Independent Director at two companies, namely Micro Focus and Draper Esprit. Currently, she is also heading the Remuneration Committee at Accesso Technology Group PLC (Softcat plc, 2023).

Robyn Perriss: She is an Independent Non-Executive Director at Softcat.The Audit Committee is chaired by Robyn Perris. Currently, she is also serving as a Non-Executive Director at Next Fifteen Communications Group and Dr. Martens. Prior to Softcat, she has also worked as a Finance Director in a leading company.

Vin Murria OBE: She is an Independent Non-Executive Director at Softcat. She has been recently appointed as the Chairman of Sustainability Committee. She was the founder of Advanced Computer Software, PLC.She is also serving as a Non-executive Director at Main Market companies Bunzl plc, Advanced ADVT Limited and MC Saatchi PLC.

Lynne Weedall: She is a senior Independent Director and newly appointed Chairman of Remuneration Committeeat Softcat. Currently, she is also working as a Non-executive Director at Dr. Martens plc and Greggs plc. She has been appointed to the due to her valuable experience in strategic roles.

Softcat has four Board Committees, which assists the Board in carrying specific responsibilities and duties. 

The Audit Committee: This committee helps the Board in financial matters, internal management and control. The Chair of this committee is Robyn Perriss.

The Nomination Committee: This committee reviews the organisational structure of the Board. The Chair of this committee is Karen Slatford.

The Remuneration Committee: This committee recommends the executive remuneration and d the level of remuneration for Executive Directors. The Chair of this committee is Lynne Weedall.

The Sustainability Committee:This committee assists the Board by formulating such plans and strategies that will aid in achieving the goal of sustainability and environment friendly develop of the company.

Senior Leadership Team

The Senior Leadership Team at Softcat comprises of following members-

Richard Wyn Griffith: He is the Chief Commercial Officer at Softcat, and has been working with softcat share price uk for 18 years. He had joined as a Sales Executive at Softcat.

Rebecca Monk: Rebecca Monk has over 13 years of experience in HR and recruitment leadership roles in the telecommunications industry. She joined Softcat in 2017 and is currently the Chief People Officer.

Debra Coady: Debra Coady is the Legal Director and General Counsel at Softcat, having joined the company in 2018. She is known for providing practical legal support across the business.

Rob Parkinson: As the Chief Information Officer at Softcat, Rob Parkinson oversees the company's IT systems, infrastructure, networking, security, and applications. He joined in 2019.

Anthony Cowen: With a background in building highly successful sales teams, Anthony Cowen is the Chief Revenue Officer at Softcat. He has been with the company since 2011.

Alastair Wynn: Alastair Wynn has been with Softcat since 2005 and is currently the Business Development Director, overseeing the supply chain and internal operations.

Mark Forster: Mark Forster is the Services Director with over 20 years of experience in the IT industry. He has a passion for service, delivery and customer experience. He joined Softcat in 2022.

Charles Heald: Charles Heald is the Commercial Finance Director at Softcat.

Anna Pulisciano: Anna Pulisciano recently joined Softcat as the Operations Director in 2023. She brings previous experience from the oil and gas industry.

Auditor

The Audit Report, for the financial year 2021-2022 was presented by Mr. David Hales on behalf of Ernst & Young LLP. They have served as the auditor of softcat share price uk for almost a decade. Reappointment of EY as the auditor was proposed at the Annual General Meeting, 2022 (softcat share price uk plc, 2023).

The Internal Audit for the financial year 2021-2022 was performed by Internal Audit Manager, Mandy Lau and Grant Thornton LLP. Internal Audit is a duty of Audit Committee and itaims to check the company's internal controls, management, and governance processes were adequate and effective in that financial year.

TomTom

Management Board: The Management Board looks after the daily operations of TomTom. The composition of the Board of TomTom is as follows (TomTom International BV, 2023): 

Harold Goddijn: He has been serving as the CEO of TomTom since 2001. He has been appointed by Coolblue as member to their Supervisory Board. He isalso a co-founder of TomTom.

Taco Titulaer: He is the Chief Financial Officer of TomTom. He also serves on the Ministry of Economic Affairs and Climate Policy's Chief Economists’ Roundtable. Before joining TomTom, Taco worked for KPN for eight years in various top management positions in finance and investments field.

Alain De Taeye: He is a member of TomTom's Management Board. He founded Informatics and Management Consultants (I&M) and led Tele Atlas from 1990 until it was acquired by TomTom in 2008. Alain had been selected by the Board of Cyient Limited as a non-executive director. 

Supervisory Board: It advises and assists Management Board. It presently has 5 members, the details of whom are as follows (TomTom International BV, 2023):

Derk Haank: He is the Chairman of Supervisory Board with a background in business leadership, commercial and transformation. He has held top management positions in a variety of organisations and is currently the Chairman of Supervisory Board of Ebusco Holding NV &member of the Supervisory Board of Azerion Group NV.

Jack de Kreij: He is the Deputy Chairman of the Supervisory Board, with experience in finance, auditing, and risk management, as well as governance and international business. Currently, he is also serving at Volters Kluwer NVas a Vice Chairman of Supervisory Board and Chairman of the Audit Committee.

Michael Rhodin: He is a member of the Supervisory Board with a background in technology, innovation, and transformation. He has been appointed to senior executive roles in IBM in the past.

Marili’t Hooft-Bolle: She is a member of Supervisory Board having expertise in technology, innovation, and transformation. She is currently the Managing Director of InSided by Gainsight and is also appointed to the Board of Prins Bernhard Nature Fund (TomTom Annual Report, 2022).

Gemma Postlethwaite: She is a member of the Supervisory Board with expertise in business leadership, stakeholder management, and transformation. Currently she is also working as a CEO at Arizent. She is appointed to the Board of Gerson Lehrman Group andAll Stars Project.

Senior Leadership Team: 

Eric Bowman: He is the Chief Technical Officer of TomTom, responsible for leading the company's technology and product development teams. He has been with TomTom since 2004 and has held several key roles, including leading the development of the company's real-time traffic and mapmaking technologies.

Johan Land: He is the Chief Product Officer of TomTom, responsible for the company's product strategy and roadmap. He joined TomTom in 2019 and has extensive experience in product development and management, having previously worked at companies such as Samsung and Cisco.

Mike Schoofs: He is the Chief Revenue Officer of TomTom, responsible for driving the company's global sales and revenue growth. He joined TomTom in 2020 and has an experience of around twenty years in this sector, including leadership positions at Microsoft and Dell.

Michael Harrell: He is the Senior Vice President of Engineering Maps at TomTom, responsible for leading the company's maps engineering teams. He has been with TomTom since 2005 and has held several key roles, including leading the company's North American mapmaking team.

Corinne Vigreux: She is the Chief Marketing Officer of TomTom, responsible for the company's brand strategy and marketing initiatives. She is also one of the co-founders of TomTom, having started the company in 1991 with her husband, and has played a key role in its growth and success. 

Arne-Christian van der Tang: He is the Chief Human Resource Officer at TomTom, responsible for the company's global human resources strategy and operations. He joined TomTom in 2007 and has held several key roles, including leading the company's legal and compliance teams.

Disclosure Committee:

The Disclosure Committee ensures compliance withthe disclosure requirements laid down under the Disclosure Committee Charter. The committee evaluates and reviews the disclosure procedure of the company. It assesses whether any information should be disclosed or not based on its importance, need and time. The committee collects all necessary financial and non-financial information assesses its relative (TomTom International BV, 2023).

Board Committees:

TomTom has three Board Committees which assists the Supervisory Board in carrying specific responsibilities and duties (TomTom International BV, 2023). 

• The Audit Committee oversees the internal management of TomTom. It keeps a check on the financial statements and their implications of the company. The committee has a charter which outlines its role, responsibilities, composition and discharge of duties. This Committee is chaired by Jack de Kreij.
• The Remuneration Committee determines remuneration of the senior management & monitors remuneration policy of TomTom. This committee also has a charter that outlines its role, responsibilities, composition and discharge of duties. This Committee is chaired by Marili't Hooft-Bolle.
• The Selection & Appointment Committee assists on the matters relating to recruitment procedures for members of Management and Supervisory Board. It lays down the rules for role and functions of individual members of the boards. This committee also has a charter which outlines its role, responsibilities, composition and discharge of duties. This Committee is chaired by Derk Haank.

Auditor:

The Audit Report for the financial year 2022 was presented and signed by Mr. T. de Kuijper, acting on behalf of Ernst & Young Accountants. They have been serving as an auditor to TomTom since 2015 (TomTom, 2023b).

Internal Audit is the responsibility of the Audit Committee and is performed with an aim to check if the company's management and governance processes were adequate and effective in the preceding financial year (TomTom, 2023b)

Corporate Governance

Corporate governance is essential for ensuring that the top management personnel work in the best interests of shareholders. It also ensures that the Board of Directors makes informed decisions and operates effectively and efficiently. The corporate governance protects the interests of shareholders from those in direct control of managing the company (OECD, 2004).

To establish an efficient corporate governance system, it is crucial to have an effective Board of Directors with executive and non-executive directors with clearly defined responsibilities. The Board's performance should be assessed annually, and directors should receive remuneration in line with industry standards. Financial statements should be audited annually, and investment information should be communicated to shareholders to ensure that their money is invested properly. Finally, all information about the directors and their management should be disclosed in the Annual Report (FRC, 2018).

Softcat 

In order to ensure long-term success and preserve its reputation as a responsible business, softcat uk assignment samples is dedicated to upholding sound corporate governance principles. The governance structure of softcat share price uk is based on theUK Corporate Governance Code. It includes a Board of Directors responsible for directing and controlling the company (Softcat plc, 2023). This board is composed of a mix of executive and non-executive directors, with a Chairman leading the board. Additionally, several committees, such as the Audit, Remuneration, and Nomination Committees help the board fulfil its responsibilities (softcat uk assignment samples plc, 2023).

The company's corporate governance framework concentrates on the board's leadership, the company's mission, obligations, structure, succession planning, evaluation, audit, risk management, internal control, remuneration, and sustainability. The Board of softcat share price uk is in charge of determining the organization's goals, cultivating good relations with shareholders, and promoting Softcat's long-term success (softcat uk assignment samples plc, 2023). 

Softcat regularly evaluates the composition of the board to ensure that it is efficient; taking into account skills, expertise, diversity and independence. This involves succession planning to guarantee that the board has the right combination of expertise and knowledge to support the corporate strategy. The company ensures that adequate remuneration is awarded to the directors (softcat uk assignment samples plc, 2023).

The Board also makes sure that the risk management, audit, and internal control systems are efficient. It provides a fair, accurate, and transparent assessment of Softcat's current situation and future prospects and bases judgements on the risks present. The Corporate Governance report details Softcat's internal control, risk, and auditing procedures. 

Softcat is committed to sustainability and has established a Sustainability Committee with the goal of focusing on sustainability strategy, goals, and development of a lower carbon business.The committee is in charge of monitoring the company's sustainability goals and reporting on results. softcat uk assignment samples complies with the 2018 UK Corporate Governance Code, except for Provision 9, which prohibits the CEO from becoming the chair of the same company. Softcat infringes this provision of the Code, as the current CEO of the company, Graeme Watt, will succeed the current Chair by the end of this financial year ending 31 July 2023 (softcat uk assignment samples plc, 2023).

TomTom

The Dutch Corporate Governance Code, Dutch Civil Code and TomTom’s Articles of Association serve as the foundation for its governance system. The company prioritizes culture, responsible business practices, compliance, long-term value creation, and strong risk management and internal control (TomTom, 2023b). TomTom is dedicated to operating its business in an ethical and transparent manner. They follow a corporate governance framework based on five themes (TomTom, 2023b):

• Culture: TomTom values its people and culture, emphasizing innovation, agility, and entrepreneurship. The company prioritizes talent development and growth. 
• Responsible business: TomTom aims to minimize negative impacts and maximize positive ones. The company follows ethical business practices, including data privacy, and engages with stakeholders to understand their interests. 
• Legal and Regulatory Compliances: The Dutch Corporate Governance Code, Dutch Civil Code, and TomTom's Articles of Association serve as the foundation for its governance system. They continuously assess, monitor, and improve their compliance programs. 
• Long-term value creation: TomTom aims to create beneficial impacts for all stakeholders by making innovative technologies. The company allocates capital to businesses with the best prospects for growth and returns. 
• Strong risk management and internal control framework: The process of risk management at TomTom identifies and evaluates opportunities and risks early on. The company takes measures to seize opportunities, limit losses, and avoid future threats to create value. The internal control framework guarantees the integrity of financial reporting and adherence to applicable laws. 

The Board of Directors are accountable for the overall management and control of any company. The Supervisory Board, Senior Leadership Team, and several committees, including the Disclosure Committee, Audit Committee, Remuneration Committee, and Selection & Appointment Committee, assist the Board in fulfilling its duties. TomTom upholds and encourages ethical business practices which are implemented in their Code of Conduct and general business practices (TomTom, 2023b).

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