Chairman’s Introduction


On behalf of the Board, I am pleased to present the Group’s Corporate Governance Report for the year ended 28 February 2022.

As I outlined in my review earlier in this report, during the year we unveiled our strategy to accelerate growth, by changing the structure of the Group into three business units and investing in KX, our market-leading real-time data technology. This strategy is on track, as evidenced by the key metrics reported during the year, and its effective execution has provided the confidence that the Group can accelerate its growth in the years ahead.

We continue to build the skills needed on the Board to ensure we have both the ability to evolve our strategy and the capability to monitor its execution. Two years ago we strengthened both the Board and the senior management team significantly, and I am pleased to report that these hiring decisions have added greatly to our ability to set and execute our strategy. As we accelerate our growth, we will continue to build the skills on the Board to meet the challenges and opportunities ahead.

The Board’s priorities over the past year have been to set and monitor our risk appetite/risk management frameworks, to support the transformation of the Group by ensuring capital is allocated in line with strategy and ensure that performance is monitored effectively.

In setting these priorities, the Board has been mindful of the need to ensure that its strategy to accelerate growth was implemented effectively and delivering the results it expected, to ensure that it could react quickly to adjust if necessary and had the flexibility to respond rapidly to opportunities as they arose. This is only possible through a combination of effective enterprise risk management strategy and enterprise reporting systems and work done during the year to deliver in both these areas has greatly strengthened our capabilities and led to more effective decision making.

In recognition of the importance of effective risk management to delivering the Group’s strategy, this year we renamed the Audit Committee to Audit and Risk. I believe the progress we have made in this area over the past year, outlined in detail in the Committee’s report, will contribute greatly to our performance in the years ahead.

Our focus on ESG matters, which has been growing in recent years, continued as we introduced a number of initiatives to strengthen our governance and environmental policies. In particular, we formulated processes for evaluating the performance of the CEO and executive leadership team as well as appointing an external evaluator to undertake a Board effectiveness review. In recognition of the increasing importance that governance, social and environmental matters play in contributing to the Group’s strategy and the role of the Nomination Committee in addressing them, we renamed the Committee as Nomination and ESG. Likewise, in recognition of the wider responsibility that the Remuneration and Talent Committee has in respect of the Group’s leadership strategy, the Committee was renamed as Remuneration and Talent during the year.

Since my last report there have been a small number of changes to Board composition. Keith MacDonald, who had served for nine years, did not offer himself for re-election at our AGM, while Steve Fisher resigned in January 2022 to join Salesforce in a senior executive role. Usama Fayyad, who has extensive experience across industries in data management, joined the Board in January 2022 and replaced Steve on the technology sub-committee. I would like to thank Keith and Steve for their contribution to the development of the Group, and welcome Usama to the Board. Following these changes, the Board retains a blend of skills and experience that should serve us well as we accelerate our growth. We also have a well-defined process and skills matrix that we review annually to ensure we have the right skills to support our strategy.

It remains my firm belief that achieving our goals requires the highest standards of governance and culture. As Chairman I seek to demonstrate objective judgement and promote constructive relations between Board members, while ensuring that Directors continue to receive accurate, timely and clear information that enables them to perform their roles effectively.

The Board considers the culture of the business to be a key strength and is mindful of the need to protect and develop it as our business units grow. While the operational challenges of COVID-19 receded during the year, restrictions on travel continued to hinder in-person meetings, both internal and external. We developed ways to ensure our teams engaged and collaborated effectively through this period, organising both remote and structured in-person events, to promote and develop our culture as well as deliver effective working practices for the benefit of our clients.

Our annual employee engagement survey assists the Board to assess and monitor the culture of the business and impact on employees. We continue to be pleased with the favourable scores in important categories such as sustainable engagement, which shows we have an engaged, enabled and energised workforce. We are committed to building a diverse and inclusive working environment, and this year we captured additional data around diversity within the workforce. This will enable us to make changes and monitor progress as we further enhance the working environment for the benefit of all our stakeholders.

Within this Annual Report we have continued to enhance our reporting on all aspects of sustainability, including environmental, social and governance (ESG) and climate change themes. Our corporate responsibility and sustainability framework for managing these challenges is based around the work of bodies such as the UN and accounting standards bodies such as the Sustainability Accounting Standards Board (SASB). This provides an independent and transparent framework that will support us to implement our strategy and assure us that our policies and practices are robust and comprehensive.

I am grateful to my Board colleagues, and all FD Technologies employees, for the commitment they have shown during the past year, particularly with regard to the drive needed to execute our strategy for accelerated growth. All of our business units finished the year strongly and there are exciting opportunities ahead.


FD Technologies is a dynamic business which provides stimulating careers for its employees. The Group has ambitious growth targets, to be delivered primarily through organic growth that requires detailed planning and strong execution to achieve. In the management of this environment we adopt a disciplined approach towards our operations, structures and resources. During the year the Board approved changing the structure of the Group into three businesses, namely KX, MRP and First Derivative, with shareholders approving a change of Group name to FD Technologies plc. Alongside this new structure there was an acceleration of investment, focused on KX. The impact of these changes was monitored and reviewed regularly during the year.

The Board has outlined its strategy for the business within this Annual Report and during the year has debated its appropriateness and effectiveness, taking into account views from across its range of stakeholders. It will continue to monitor returns and exercise its judgement to determine appropriate levels of resource allocation to achieve its strategic objectives.

Compliance With The UK Corporate Governance Code

The Company is listed on AIM and Euronext Growth and is committed to ensuring the operation of high standards of corporate governance. It has adopted the 2018 UK Corporate Governance Code (the “Code”) as its governance framework and has put in place procedures and policies to comply. During the year, the Company has complied with all of the provisions of the Code.


Donna Troy

May 2022