Craneware plc (CRW) 2018年年度報告「AIM」.pdf

《Craneware plc (CRW) 2018年年度報告「AIM」.pdf》由會員分享，可在線閱讀，更多相關《Craneware plc (CRW) 2018年年度報告「AIM」.pdf（68頁珍藏版）》請在三個皮匠報告上搜索。

1、Craneware plc Annual Reportfor the year ended 30 June 2018Cranewareplc AnnualReport2017About CranewareCraneware enables healthcare providers to improve margins and enhance patient outcomes so they can continue to provide quality outcomes for all.Craneware is the leader in automated value cycle solut

2、ions that help US healthcare provider organisations discover,convert and optimise assets to acheive best clinical outcomes and financial performance.Founded in 1999,Craneware is headquartered in Edinburgh,Scotland with offices in Atlanta and Pittsburgh employing over 320 staff.Cranewares market-driv

3、en,SaaS solutions normalise disparate data sets,bringing in up-to-date regulatory and financial compliance data to deliver value at the points where clinical and operational data transform into financial transactions,creating actionable insights that enable informed tactical and strategic decisions.

4、To learn more,visit .ContentsFinancial and Operational Highlights .1Craneware Value Cycle Solutions .2Chairmans Statement .4Strategic Report:Operational and Financial Review .5Strategic Report:Key Performance Indicators and Principal Risks and Uncertainties.11Directors,Secretary,Advisors and Subsidi

5、aries .14Board of Directors.15Directors Report.17Corporate Governance Report.20Remuneration Committees Report .24Independent Auditors Report to the Members of Craneware plc .31Consolidated Statement of Comprehensive Income for the year ended 30 June 2018 .35Statements of Changes in Equity for the ye

6、ar ended 30 June 2018 .36Consolidated Balance Sheet as at 30 June 2018 .37Company Balance Sheet as at 30 June 2018.38Statements of Cash Flows for the year ended 30 June 2018.39Notes to the Financial Statements .401Cranewareplc AnnualReport2018Financial and Operational HighlightsQuick Facts Financial

7、$67.1min revenue$21.6min adjusted EBITDA1$52.8mcash at year end24.0ptotal dividend for yearFinancial Revenue increased 16%to$67.1m(FY17:$57.8m)Adjusted EBITDA1.increased 20%to$21.6m(FY17:$18.0m)Profit before tax increased 12%to$18.9m(FY17:$16.9m)Basic adjusted EPS2.increased 17%to$0.602(FY17:$0.514)

8、and adjusted diluted EPS increased to$0.591(FY17:$0.503)Total visible revenue increased 20%to$192.9m(FY17 same 3 year period:$160.7m)Continued operating cash conversion above 100%of Adjusted EBITDA Renewal rate remains above 100%by dollar value Cash at year-end of$52.8m(FY17:$53.2m)after having retu

9、rned$23.2m to shareholders via a share buyback and dividends,while also investing$4.2m in the Employee Benefit Trust Proposed final dividend of 14.0p(18.48 cents)(FY17:11.3p,14.71 cents)per share giving a total dividend for the year of 24.0p(36.68 cents)(FY17:20.0p,26.04 cents)per share1 Adjusted EB

10、ITDA refers to earnings before interest,tax,depreciation,amortisation and share based payments.2 Adjusted Earnings per share calculations allow for the tax adjusted acquisition costs and share related transactions together with amortisation on acquired intangible assets.Operational Over 100%increase

11、 in new sales in the year,including five significant contracts wins or contract extensions Continued supportive market environment as the US healthcare market evolves towards value-based care,with a critical dependency on accurate financial and operating data Continued high levels of customer acquis

12、ition and retention Increasing market engagement with newly launched cloud-based platform,Trisus Strong sales and opportunities across the product suite and across all classes of hospital providers,including for the first Trisus product:Trisus Claims Informatics Early adopters reporting positive res

13、ults for our new Craneware Healthcare Intelligence software,the next Trisus software release1Basic adjusted EPS cents/share010203040506070201867.102018201420152016201721.613.114.415.918.0051015202502018201420152016201760.234.037.842.951.40102030405060702Cranewareplc AnnualReport2018Craneware Value C

14、ycle SolutionsCraneware Solutions and ServicesCraneware Value Cycle Solutions span five product families Patient Engagement,Charge Capture&Pricing,Claims Analysis,Revenue Collection&Retention,and Cost Analytics.In addition,hospitals of all sizes and types rely on Cranewares Professional Services to

15、help deliver results that lead to improved financial outcomes.Value Cycle AreasPatient EngagementCharge Capture&PricingClaims AnalysisRevenue Recovery&RetentionCost AnalyticsMedical Necessity&Prior AuthorisationPatient ResponsibilityProceduresPharmacySuppliesBilling&Claims AnalyisAudit ManagementDen

16、ials ManagementCost of CareBusiness OutcomesDetermine requirement for payers:government&commercialWaiver forms for non-covered proceduresMulti-attribute verificationEstimate patient responsibility and payment plansEnsure charge accuracyEnsure chargemaster accuracy across enterpriseCreation/maintenan

17、ce of physician fee scheduleModel contract proposalsModel net revenue reimbursementIdentify and correct discrepancies between purchased and billed drugsIdentify and correct discrepancies between purchased and billed suppliesAccurate HCPCS for billable suppliesIntegrity for all earned revenueI.D.and

18、correct all coding mistakesIdentify missed chargesAutomated audit tracking and executionDefensible accrual and reserve forecastingAppeals workflowAutomated denial tracking and executionMultiple facility/department segmentation and workflowAnalyse cost,utilisation and reimbursement to Identify the mo

19、st effective and efficient way to provide careCraneware SolutionsInSight Medical NecessityTrisus Patient PaymentChargemaster ToolkitPhysician Revenue ToolkitPricing AnalyzerReference PlusPharmacy ChargeLinkTrisus SupplySupplies AssistantTrisus Claims InformaticsInSight AuditInSight DenialsTrisus Hea

20、lthcare IntelligenceCraneware Consulting and Professional ServicesCDM Review&Educational Review CDM Standardisation Pricing Optimization Study Supply BandingCharge Capture Performance Improvement Services Interim&full time Success Management Services Revenue Integrity Assessments Appeal Services“Cra

21、neware is invested in our success.We are not just a customer,we are a partner.”Kerry Topper,RHIA,Manager of Revenue Integrity,Beebe HealthcareWhat Craneware Customers Are Saying“Craneware is helping my hospital to increase revenue and to survive and be there for our community.”Janet Kaneff,Chargemas

22、ter Analyst,Southeastern Ohio Regional Medical Center“With the tool weve been able to find pricing discrepancies that allows us to capture revenue that werent capturing previously.”Jim Jones,Director,Support Services Nationwide Childrens Hospital3Cranewareplc AnnualReport2018Craneware Value Cycle So

23、lutions Contd.Chargemaster Toolkit is ranked No.1 in the Revenue Cycle Chargemaster Management market category for the twelfth year in a row(2006 2018)in the 2018 Best in KLAS Awards:Software&Services report,published January 2018.Data 2018 KLAS Enterprises,LLC.All rights reserved.www.KLAS*HFMA staf

24、f and volunteers determined that Cranewares Chargemaster Toolkit has met specific criteria developed under the HFMA Peer Review Process.HFMA does not endorse or guarantee the use of these products.Craneware is a Microsoft Gold Partner for Application Development.2018CHARGEMASTER MANAGEMENTPatient En

25、gagementInSight Medical NecessityA SaaS solution that provides medical necessity validation for all major U.S.payors and Advance Beneficiary Notice(ABN)creation.The software helps reduce accounts-receivable days by preventing medical necessity denials,and facilitates payment communication with patie

26、nts.Data dictionaries are now provided as an option for medical necessity.These dictionaries function within a hospitals existing billing and electronic health record systems to prevent medical necessity denials without the need to access an external,stand-alone system.Trisus Patient PaymentA SaaS s

27、olution that provides hospitals and health systems a way to modernise patient payment by moving collections to the front end,better manage cash flow,reduce bad debt,and improve collection rates while minimising administrative costs.Charge Capture&PricingChargemaster Toolkit,Chargemaster Toolkit Disc

28、overy Viewer,and Chargemaster Toolkit Corporate Discovery ViewerAutomated SaaS chargemaster management solutions for capturing optimal legitimate reimbursement for providers,while mitigating compliance risk.Chargemaster Toolkit is customisable for any organisation,from small community providers to l

29、arge healthcare networks,and addresses the challenges that enterprise chargemaster data presents to hospitals by enabling all related chargemaster data to be viewed in one place.Physician Revenue Toolkit,and Physician Revenue Toolkit CorporateSaaS solutions for managing physician group KPIs,charges,

30、codes,RVUs,fee schedules,and related information.Pricing AnalyzerSaaS solution that simplifies the price modelling process,creating a repeatable,well-documented method to establish transparent,defensible and competitive pricing.Reference PlusSaaS solution for providers with less than$44 million in o

31、perating expenses to perform chargemaster analysis,and efficiently optimise revenue,charge compliance and coding integrity.Pharmacy ChargeLinkImproves charge capture,pricing and cost management,while simplifying the process for ensuring drug coding and billing units are complete and compliant,and es

32、tablishing and maintaining a connection between a providers pharmaceutical purchases and billing.Trisus SupplyUtilizes foundational data from the item master,OR file,and chargemaster to identify data gaps between the systems,ensuring every reimbursable supply,implant,and device is billed.Supporting

33、Modules Online Reference Toolkit Web-based and mobile-friendly tool for reducing risk by providing access to reference and regulatory resources.Interface Scripting Module Software that automatically uploads chargemaster changes to the patient billing system for accurate billing.Supplies AssistantWeb

34、-based,mobile-friendly supplies lookup tool available in Supplies ChargeLink or Online Reference Toolkit.Supplies Assistant enables providers to access Cranewares proprietary supply master catalog and quickly and correctly code expensive implants and devices.Claims AnalysisTrisus Claims Informatics

35、Software built on Cranewares next generation SaaS based product platform that automates claim and coding reviews to identify missed charges,billing errors,and categorise areas of risk to help ensure that all legitimate revenue is captured.Revenue Recovery&RetentionInSight AuditA comprehensive,web-ba

36、sed audit management tool that empowers healthcare organisations to manage government and commercial audits from one central location.InSight DenialsAnalyses,tracks,trends and reports on denial data,providing workflow tools for expediting repair and resubmission of denied claims.Cost AnalyticsTrisus

37、 Healthcare IntelligenceA cost analytics and resource efficiency platform that unites cost and operational information across the provider organisation,delivering revenue,cost,and operational information for each patient encounter.Customer Success Management and Consulting ServicesCraneware provides

38、 companion implementation and consulting services that help clients apply best practices and achieve a fast,sustainable return on investment.Craneware augments initial product training with live or self-led web-based training through the Craneware Academy and optional fee-based training.4Cranewarepl

39、c AnnualReport2018“In an era of increasing scrutiny and the need to drive value in healthcare,the insight our suite of products provides will be crucial in ensuring our customers long-term financial health and their ability to deliver better clinical outcomes for all their communities.”George Elliot

40、t,ChairmanChairmans StatementI am delighted to report on another outstanding trading performance by the Group,with underlying new sales increasing by over 100%.Growth is being driven by the investments we have made into the business across our operations,people and product suite,and the supportive m

41、arket environment.We now have the right structure and capabilities to capitalise on what we believe to be a significant,long-term growth opportunity supporting the movement of the US healthcare industry towards value-based care.This enhanced positioning can be seen in the financial metrics.Revenue i

42、ncreased 16%to$67.1m(FY17:$57.8m)and adjusted EBITDA increased 20%to$21.6m(FY17:$18.0m).It is particularly pleasing to note the continued strong cash conversion of the Group,demonstrating the high quality of our earnings.The Group had cash reserves at the end of the year of$52.8m,a return to the lev

43、el seen at the end of the previous financial year(FY17:$53.2m),after having returned$23.2m to shareholders via a share buyback and dividends,while also investing a further$4.2m in the Employee Benefit Trust during the year.Sales in the year amounted to$98.6m(FY17:$54.0m)of which$71.3m and$27.3m were

44、 new sales and renewals,respectively(FY17:$35.4m and$18.6m respectively).The continued sales success,combined with renewals remaining above 100%(by dollar value),has once again delivered very high levels of revenue visibility that supports our continued future growth.It is clear that Craneware has a

45、n exciting opportunity in front of it,supporting healthcare providers in the transition to value-based care.In an era of increasing scrutiny and the need to drive value in healthcare,the insight our suite of products provides will be crucial in ensuring our customers long-term financial health and t

46、heir ability to deliver better clinical outcomes for all their communities.As Craneware approaches its twentieth anniversary as a business,the data that the software has collected and the strong relationships we have forged with our customers,mean we are in a unique position to provide genuine insig

47、ht into the economics of healthcare provision.Our mission is to identify and build solutions that will enable our customers to unlock the value of that data so that they can thrive in a new value-based environment,delivering better outcomes for all their patients,staff and stakeholders.The strong pr

48、ogress within the business can be seen in the successful initial sales of the first Trisus product,which sits upon our newly launched cloud-based platform,the exciting results being delivered by our trial analytics customers and the expansion of our customer base.We now supply one or more of our sol

49、utions to a third of all US hospitals,with a strong pipeline of additional opportunities.Alongside technology innovation and organic growth strategies,we continue to monitor potential acquisitions and with our healthy cash balance and a$50m funding facility in place,we have the resources to execute

50、upon our strategic vision should an appropriate acquisition target arise.Strict criteria continue to be applied to potential acquisition targets ensuring that they would enhance our hospital footprint,data sets or our product roadmap so that they are quickly accretive to both the financial and opera

51、tional strength of the Group.As we enter the new financial year,we remain positive that the business environment in the US will continue to be supportive of Craneware,given our unique ability to support our customers.Our expanded market opportunity,double digit growth rates,record sales pipeline and

52、 increasing long-term revenue visibility provide the Board with confidence in achieving a successful outcome to the current year and beyond.I would like to thank all our employees across the UK and US for their continued dedication and passion for our customers.They are the backbone on which the suc

53、cess of the Company has been formed and grown.Twenty years ago,Craneware was a small group of people with a big vision a notion that they could deliver a solution that would positively influence the United States healthcare market.Today,there are more than 320 of us serving a third of US hospitals a

54、nd health systems,with a financial impact of over a quarter of a trillion dollars.Each year,approximately 200 million encounters are provided by Craneware customers to their patients.These customers chose Craneware to help them grow and protect their future vision,their legacy.As we look to the next

55、 twenty years,I am confident we have the right people in place to build Craneware to a significant scale that will deliver on the sizeable opportunity that it has created,to profoundly impact healthcare delivery and improve the value achieved from the vast amount spent on healthcare world-wide.Georg

56、e Elliott Chairman 3 September 20185Cranewareplc AnnualReport2018“we are well positioned to provide the insight our customers need to thrive in this new era of value-based care and make a meaningful impact on the quality of US healthcare.Keith Neilson,CEO and co-founder“The need to drive value in he

57、althcare,and the challenges this brings,provide an ongoing supportive market environment for Craneware due to our ability to help our customers meet these challenges.Craig Preston,CFOStrategic Report:Operational and Financial ReviewOperational ReviewWe have enjoyed another excellent year,with the st

58、rong financial results just one proof point of the successful execution of our strategy.Our double-digit revenue and EBITDA growth rates are an indication not only of the success of the investments we have made into people,products and operations,but also the growing urgency now being felt within th

59、e US healthcare market to find a means to successfully adapt to the new environment of value-based care and to deliver value for the healthcare spend.The combination of our significant expertise and experience in the US healthcare industry,the data that our solutions have gathered,and the continued

60、investment into the expansion of our product suite means we are well positioned to provide the insight our customers need to thrive in this new era of value-based care and make a meaningful impact on the quality of US healthcare.Market and StrategyThe ongoing evolution of the US healthcare industry

61、towards the provision of value-based care,puts the emphasis onto the healthcare provider to ensure they are delivering the right care,in the right place and at the right cost.This is a significant shift away from the historic fee-for-service environment and requires every hospital CFO to have a far

62、greater understanding of their costs and the value they provide.The need to drive value in healthcare,and the challenges this brings,provide an ongoing supportive market environment for Craneware due to our ability to help our customers meet these challenges.Recent market developments include the an

63、nouncement in August by the US Centers for Medicare and Medicaid Services(CMS),the US state and federal healthcare coverage programmes,of the overhaul of the meaningful use programme which includes emphasis on measures that require the exchange of health information between providers and patients,a

64、key capability of our Trisus platform.The new policies aim to bring the US closer to the creation of a patient-centred healthcare system by increasing pricing transparency and fluid information exchange.Three years ago,we developed the idea of the value cycle,being the process and culture by which h

65、ealthcare providers pursue quality patient outcomes and optimal financial performance,through the management of clinical,operational and financial data assets.Cranewares value cycle solutions provide the financial insight and actionable data needed to navigate this evolving and unchartered landscape

66、.Our strategy is to continue to build on our established market-leading position in revenue cycle solutions and expand our product suite coverage of the value cycle.By expanding our offerings into operational areas of the hospital,incorporating cost management and combining this with data from the r

67、evenue cycle,we will provide a comprehensive insight into the management and analysis of clinical and operational data,providing the best possible outcomes for all.The expansion of our solutions is being achieved through a combination of extensions to the current product set;building products throug

68、h internal development;targeting potential acquisitions and partnering with other technology and services companies.Product RoadmapWe continue to make progress in all areas of our product roadmap:the development of our cloud-based Trisus Enterprise Value Platform;the continued evolution and support

69、of our existing market-leading product suite as we migrate to Trisus and the development of new products to sit upon the Trisus Platform including the development of our cost analytics software.All of these solutions will increase our coverage of the key areas of the value cycle and therefore increa

70、se our addressable market.Trisus Enterprise Value PlatformIn 2017 we launched the Trisus Enterprise Value platform.This cloud-based platform provides a suite of solutions for healthcare providers to identify and take action on risks related to revenue,cost,and compliance.It is designed to be versati

71、le and expandable,growing alongside our customers as the healthcare industry continues to evolve.The platform provides an environment to gather,process,and deliver data across the continuum of care with an open architecture and common components,allowing for synergies between applications.The first

72、product on the platform,Trisus Claims Informatics,was released in June 2017,with a good level of early sales secured during the year.This product enables hospitals and healthcare systems to drive revenue growth and increase compliance by automating claims review and analysing claims for completeness

73、,accuracy,and patterns of changing charging behaviour.6Cranewareplc AnnualReport2018Strategic Report:Operational and Financial Review Contd.been championed by a number of our larger customers particularly as they attempt to understand the growing impact that pharmacy costs have on their organisation

74、,as well as other customers who are in the process of migrating patient accounting systems.The average length of contracts with new customers continues to be in-line with our historical norms of approximately five years.As with last year,for all other contracts we have anticipated the crossover date

75、s of new product availability on the Trisus platform and the impact for each individual customer contract as part of our migration strategy.It is anticipated that our phased migration of all current products to the Trisus platform will be complete no later than 2021.With the adoption of the Trisus B

76、ridge by the majority of our customer base,we are now able to offer customers a viable and secure method of transitioning to our cloud based platform at a pace that suits them.At the end of any contract term,we expect to see our renewal rates remain at their current high levels(well above 100%by dol

77、lar value),along with additional sales,as customers move to the improvements brought to them by the Trisus platform.Significant contract winsAlongside excellent levels of sales to individuals and mid-sized hospital groups,we were delighted to secure five significant contracts during the year,ranging

78、 from$3.5m to$16m in value.These included extensions with existing customers to roll out our solutions to newly acquired facilities,network roll outs to new customers following successful trials,new customers carrying out major systems changes and sales of the newly launched Trisus Claims Informatic

79、s and Pharmacy ChargeLink.These contracts demonstrate both the relevance of Craneware at an enterprise-wide level and the importance of Craneware value cycle solutions to customers that are looking for innovation to help them realise their strategic financial goals as they evolve in a value-based wo

80、rld.Almost the entirety of revenue from these sales will be recognised in future years,adding to our growing visibility of future revenue.AwardsChargemaster Toolkit was named Category Leader in the“Revenue Cycle Chargemaster Management”market category for the twelfth consecutive year in the annual“2

81、018 Best in KLAS Awards:Software&Services.”KLASs annual“Best in KLAS”report provides unique insight gathered from thousands of healthcare organisations across the US.The report includes customer satisfaction scores and benchmark performance metrics.Craneware Healthcare IntelligenceIn the second half

82、 of the 2016 financial year,Craneware formed a new wholly owned Group company,Craneware Healthcare Intelligence,LLC,to develop Cost Analytics and Resource Efficiency software for the US healthcare industry.Healthcare intelligence is a vital component within the emerging value cycle solutions market,

83、representing a market opportunity several times larger than that of our existing product portfolio.The aim of the business is to provide our customers with an understanding of the true cost of every episode of care given to their patients.Most hospitals accounting systems are set up to collect finan

84、cial data in aggregate and average metrics.This structure,while useful in a fee-for-service system,does not adequately support the shift to quality-centric healthcare delivery system that provides true value.Our Healthcare Intelligence platform unites cost and operational information across the prov

85、ider organisation,delivering revenue,cost,and operational information for each patient encounter.It enables understanding of the critical components of operational metrics and expenses across the entire episode of care.In 2017 we engaged with two hospitals,in Missouri and Pennsylvania,to run trial i

86、mplementations of the software under the pilot phase of release,combining our Healthcare Intelligence models with live hospital data.Both implementations were successful and have led to multi-year contracts for the solution as well as providing valuable development information as we move towards gen

87、eral release.We have hired team members through the year and now have 14 employees and have plans to further increase headcount.The Group has hired a dedicated VP of Sales and we expect to see marketing activity increase in the year ahead.Sales and Marketing We have seen substantial,positive sales m

88、omentum,securing a high level of new sales in the year across all sizes,classes and types of hospital customer.This sales momentum has continued into the new financial year and the sales pipeline continues to be at record highs,all combining to provide further confidence of accelerated revenue and p

89、rofit growth by supplying products that are meeting real world customer needs.During the year,sales to both new and existing customers grew in absolute terms,with sales to new hospitals becoming the larger proportion of the overall sales mix,increasing our platform for future sales.Of particular not

90、e in the year has been the strength of sales of our Pharmacy ChargeLink solution(PCL),which for the first time in its history was the Companys largest selling product.This is particularly pleasing given the strategic aim in the year to leverage the strength of our customer communities to assist in t

91、he development and promotion of our solutions.PCL has Trisus Supply was released in an early adopter version in June 2018.This unique solution aligns data across the supply item master database,the Operating Room supply database,and the chargemaster.Healthcare organisations need revenue preservation

92、,data reliability,and critical analytics to address the ever-growing cost of supplies and medical devices,which when combined with pharmacy are expected to be higher than labour costs by 2020.With Trisus Supply,providers can ensure their high-dollar medical devices and supplies are accounted for,man

93、aged,and reimbursed properly increasing both compliance and revenue.By the end of 2018,we are expecting a generally available version of Trisus Pricing Analyzer,our solution assisting healthcare organisations create transparent,defensible,and competitive pricing strategies.As government regulations

94、begin requiring hospitals to publish their pricing schedules for procedures in 2019,providers will need to ensure their pricing strategies are in-line with their patient demographics and competitive hospitals.Trisus Pricing Analyzer will contain contract modelling tools,which assess all reimbursemen

95、t methodologies by payor to identify net patient revenue opportunities,which enhance the predictive modelling used to create strategic pricing.This automated solution provides speed and flexibility to adapt to regulatory,payor contract,and market changes throughout the year.We are executing on a roa

96、dmap to migrate all our solutions onto the Trisus platform,as well as continuing to look for innovative combinations of our data sets into new unique product offerings.As part of this roadmap we expect to see further hybrid solutions combining;the best of existing software regardless of the developm

97、ent origin,including outside of Craneware;elements of the Trisus platform;new Trisus products;and new early adopter Trisus enabled versions of other existing solutions.We are particularly pleased to note how both our existing customer base and the wider healthcare provider market have responded posi

98、tively to the technological evolution of the Craneware solution set,delivered on the Trisus platform.We have seen many of our existing customers implement the Trisus Bridge over the year,a connector layer linking their existing on premise Craneware solutions to the advanced functionality of Trisus i

99、n the cloud.This provides us with confidence in the successful long-term transition of all our products to the cloud platform.7Cranewareplc AnnualReport2018AcquisitionsThe Board continues to assess acquisition opportunities to complement the Groups organic growth strategy and increase our product co

100、verage of the value cycle.The Board adheres to a rigorous criteria to evaluate acquisition opportunities,including quality of earnings,customer relationships,strategic fit and product offering.In addition to the Companys cash reserves,an undrawn$50 million funding facility provides the Company with

101、available resources to carry out strategic acquisitions if,and when,these criteria are met.Areas for consideration will include:competitors who bring market share;businesses with complementary data sources;or international companies with complementary product suites of benefit to our customers,who d

102、o not have a foothold in the US.Financial ReviewIt is pleasing to report that our double-digit revenue growth has continued for a third successive year and Adjusted EBITDA has accelerated,growing to 20%.Accordingly,we are reporting a growth in revenue of 16%to$67.1m(FY17:$57.8m)and an adjusted EBITD

103、A of$21.6m(FY17:$18.0m).However,the true success of the year,underlying these results continues to be the contracts we sign with our hospital customers,our“sales”.In the year,we have seen significant sales success delivering an increase of over 100%in new sales contracts,signing$71.3m of new total c

104、ontract value with new and existing customers.At the end of these initial licence periods,or at a mutually agreed earlier date,we renew our licences with our customers,these“renewals”contributed an additional$27.3m to sales in the period.As a result we are reporting the total value of contracts sign

105、ed in the year of$98.6m(FY17:$54.0m).As demonstrated by the numbers reported above,and as a result of our business model,“sales”and“revenue”have very different meanings and are not interchangeable.In fact,only a small proportion of the revenue resulting from the sales made in the year is recognised

106、in the current years reported revenue,instead the vast majority of the associated revenue is recognised in future years,adding to the Groups long-term visibility of future revenue.Strategic Report:Operational and Financial Review Contd.Three Year Visible Revenue0102030405060$m50.15.70.238.814.90.229

107、.024.60.3ContractedRenewalsOther recurring revenueFY18FY19FY20010203040506070010203040506070$m59.86.10.246.316.90.234.528.70.2ContractedRenewalsOther recurring revenueFY19FY20FY21As at 30 June 20188Cranewareplc AnnualReport2018Strategic Report:Operational and Financial Review Contd.New contracts pro

108、vide a licence for a customer to access specified products throughout their licence period.This licence period on average,for a sale to a new customer,is five years.In calculating averages,we only take the contract length up to the first renewal point/break clause for that specified product.By renew

109、ing these contracts when they come to the end of their initial term,we ensure we are sustaining and,with new hospital sales,building our underlying annuity revenue base.It is for this reason,we measure our renewal rates by dollar value.We do this by measuring the last annual value of all customers d

110、ue to renew in the current year and compare it to actual value these customers renew at(in total),including up-sell and cross-sell.This metric for the current year is at 114%.Through our business model and resulting revenue recognition,the Group ensures that it is focused on building its underlying

111、annuity revenue base to deliver sustainable growth.Business ModelUnder the Groups Annuity SaaS business model we recognise software licence revenue and any minimum payments due from our other route to market contracts evenly over the life of the underlying signed contracts.As we sign new hospital co

112、ntracts for an average life of five years,we will see the revenue from any new sales recognised over this underlying contract term.As well as the incremental licence revenues we generate from each new sale,we normally expect to deliver an associated professional services engagement to assist our cus

113、tomers in embedding the software within their core processes to maximise the value the software can bring to them.This revenue is typically separately identifiable from the licence and is recognised as we deliver the service to the customer,usually on a percentage of completion basis.The nature and

114、scope of these engagements will vary depending on both our customer needs and which of our solutions they have contracted for.However these engagements will always include the implementation of the software as well as training the hospital staff in its use.As a result of the different types of profe

115、ssional services engagement,the period over which we deliver the services and consequently recognise all associated revenue will vary,however we would normally expect to recognise this revenue over the first year of the contract.In any individual year,we would normally expect around 10%-20%of revenu

116、es reported by the Group to be from services performed.Sales,Revenue and Revenue Visibility The table below shows the total value of contracts signed in the relevant years,split between sales of new products(to both new and existing hospital customers)and the value of renewing products with existing

117、 customers at the end of their current contract terms,and how these sales have translated into reported revenue in the corresponding year.*As the Group signs new customer contracts for between three to nine years,the number and value of customers contracts coming to the end of their term(“renewal”)w

118、ill vary in any one year.This variation along with whether customers auto-renew on a one year basis or renegotiate their contracts for up to a further nine years,will impact the total contract value of renewals in that yearReported RevenueNew SalesRenewals*025507502550750255075RevenueFY18FY14FY15FY1

119、6FY17$m02550750255075RevenueFY18FY14FY15FY16FY17FY18FY14FY15FY16FY17FY18FY14FY15FY16FY17$m$mNew Sales0255075FY18FY14FY15FY16FY17$mRenewals9Cranewareplc AnnualReport2018As the majority of the revenue resulting from sales in any one year will be recognised over future years,the financial statements do

120、 not fully reflect the valuable asset that is contracted,but not yet recognised,revenue.As such,at every reporting period,the Group presents its“Revenue Visibility”.This KPI identifies revenues which we reasonably expect to recognise over the next three year period,based on sales that have already o

121、ccurred.This“Three Year Visible Revenue”metric includes:future revenue under contract revenue generated from renewals(calculated at 100%dollar value renewal)other recurring revenueThrough this metric we can demonstrate how the underlying annuity base of revenue is building as we sign new multi-year

122、contracts with our customers and at the end of these contracts by,on average,renewing these customers at 100%of dollar value.The Three Year Revenue Visibility KPI is a forward looking KPI and therefore will always include some judgement.To help assess this,we separately identify different categories

123、 of revenue to better reflect any inherent future risk in recognising these revenues.Future revenue under contract,is,as the title suggests,subject to an underlying contract and therefore once invoiced will be recognised in the respective future years(subject to future collection risk that exists wi

124、th all revenue).Renewal revenues are contracts coming to the end of their original contract term(e.g.five years)and will require their contracts to be renegotiated and renewed for the revenue to be recognised.As this category of revenue is assumed to renew at 100%of dollar value,we consistently moni

125、tor and publish this KPI(at each reporting period)to ensure the reasonableness of this assumption.The final category“Other recurring revenue”is revenue that we would expect to recur in the future but is monthly or transactional in its nature and as such there is increased potential for this revenue

126、not to be recognised in future years,when compared to the other categories.The Groups total visible revenue for the three years as at 30 June 2018(i.e.visible revenue for FY19,FY20 and FY21)identifies$192.9m of revenue which we reasonably expect to benefit the Group in this next three year period.Th

127、is visible revenue breaks down as follows:future revenue under contract contributing$140.6m of which$59.8m is expected to be recognised in FY19,$46.3m in FY20 and$34.5m in FY21 revenue generated from renewals contributing$51.7m;being$6.1m in FY19,$16.9m in FY20 and$28.7m in FY21 other revenue identi

128、fied as recurring in nature of$0.6mGross MarginsTypically,we expect the gross profit margin to be between 90%-95%reflecting the incremental costs we incur to obtain the underlying contracts.The gross profit for FY18 was$63.7m(FY17:$54.2m)representing a gross margin percentage of 94.9%(FY17:93.8%)whi

129、ch is towards the top of our historical range.This reflects the correct matching of these incremental costs with the associated revenue being recorded.EarningsThe Group presents an adjusted earnings figure as a supplement to the IFRS based earnings figures.The Group uses this adjusted measure in our

130、 operational and financial decision-making as it excludes certain one-off items,so as to focus on what the Group regards as a more reliable indicator of the underlying operating performance.We believe the use of this measure is consistent with other similar companies and is frequently used by analys

131、ts,investors and other interested parties.Adjusted earnings represent operating profits excluding costs incurred as a result of acquisition and share related activities(if applicable in the year),share related costs including IFRS 2 share based payments charge,depreciation and amortisation(“Adjusted

132、 EBITDA”).Adjusted EBITDA has grown in the year to$21.6m(FY17:$18.0m)an increase of 20%.This reflects an Adjusted EBITDA margin of 32.2%(FY17:31.1%).This is consistent with the Groups continued approach to making investments in line with the revenue growth.The Group also takes opportunities where th

133、ey exist to accelerate investments in certain areas,such as development(detailed below),to further build for future growth whilst continually managing to ensure the efficiency of the investments we make.Operating ExpensesThe increase in net operating expenses(to Adjusted EBITDA)reflects our policy o

134、f investing in line with revenue growth,increasing by 16%to$42.0m(FY17:$36.2m).As detailed in the Operating Review,product innovation and enhancement continues to be core to the Groups future;our customers are facing a market that continues to evolve towards value-based economics and the Group is in

135、 a unique position with its value cycle strategy to help them meet the challenges these new reimbursement models bring.As such we continue to invest significant resource in this area as we build out the Trisus Platform and the portfolio of products that will be part of this platform.We continue our

136、Build,Buy or Partner strategy to build out this portfolio of products,recognising Build is often the best way forward.We undertake the development of innovative new products whilst maintaining our current product offerings and ensuring they remain market-leading.As a result of this investment the to

137、tal cost of development in the year was$17.9m(FY17:$12.3m),a 46%increase which is ahead of our revenue growth and reflective of the opportunities in the market for our products.From this total investment we have capitalised very specific projects relating to the development of the new product offeri

138、ngs(“Build”),which includes our new Trisus products and the Trisus Bridge extension of the Trisus platform,as well as our new cost analytics and Healthcare Intelligence product.With the significant investment into our development and product management teams we have ensured costs relating to expandi

139、ng and training the new teams are not capitalised.As a result the total amount capitalised in the year was$4.7m(FY17:$3.5m).These capitalised amounts represent further investment in our future and are an efficient and cost effective way to further build out our value cycle strategy.We expect to see

140、both the levels of development expense and capitalisation continue at the current trends as we progress with building out this solution set.As specific products are made available to relevant customers,the associated amounts capitalised are charged to the Groups income statement over their estimated

141、 useful economic life.Strategic Report:Operational and Financial Review Contd.10Cranewareplc AnnualReport2018Strategic Report:Operational and Financial Review Contd.Cash and Bank FacilitiesWe measure the quality of our earnings through our ability to convert them into operating cash.During the year

142、we have seen continued high levels of cash conversion,achieving over 100%conversion of our adjusted EBITDA into operating cash.During the year we have returned$23.2m to our shareholders through a share buyback(detailed below)in January of$15.4m and dividends paid in the year of$7.8m.In addition we h

143、ave provided additional funding to our Employee Benefits Trust of$4.2m.The success of our very high levels of cash conversion has enabled us to return our end of year cash balances to$52.8m,a level equivalent to the prior year balance of$53.2m.We retain a significant level of cash reserves and balan

144、ce sheet strength to fund acquisitions as suitable opportunities arise.To supplement these reserves,the Group retains a funding facility from the Bank of Scotland of up to$50m.Whilst no draw down of this facility occurred in the year,the Group continues to investigate strategic opportunities to add

145、to the value cycle strategy.Balance Sheet The Group maintains a strong balance sheet position.The level of trade and other receivables has decreased in comparison to the prior year.This is a result of the positive levels of cash collection,especially during the last quarter of the year.Every year as

146、 we make sales,we pay out amounts relating to sales commissions;these costs are incremental costs in obtaining the underlying contracts.Total sales commissions are based on the total value of the contract sold;however for the purposes of the Statement of Comprehensive Income,a lower proportion of re

147、venue from the contract value is recognised in the year.As a result we charge an equivalent percentage of the sales commission,thereby properly matching revenue and incremental expense.The resulting prepayment of$7.5m(FY17:$5.9m)is the balance to be charged to the Groups income statement as we recog

148、nise the associated revenue.As we only pay the sales commission upon receipt of the first annual payment from the customer,we remain cash flow positive from any new sale.Deferred income levels reflect the amounts of the revenue under contract that we have invoiced and/or been paid for in the year,bu

149、t have yet to recognise as revenue.This balance is a subset of the total visible revenue we describe above and reflected through our three year visible revenue metric.Deferred income,accrued income and the prepayment of sales commissions all arise as a result of our Annuity SaaS business model descr

150、ibed above and we will always expect them to be part of our balance sheet.They arise where the cash profile of our contracts does not exactly match how revenue and related expenses are recognised in the Statement of Comprehensive Income.Overall,levels of deferred income are significantly more than a

151、ccrued income and the prepayment of sales commissions,we therefore remain cash flow positive in regards to how we account for our contracts.CurrencyThe functional currency for the Group,and cash reserves,is US dollars.Whilst the majority of our cost base is US-located and therefore US dollar denomin

152、ated,we have approximately one third of the cost base based in the UK,relating primarily to our UK employees which is therefore denominated in Sterling.As a result,we continue to closely monitor the Sterling to US dollar exchange rate,and where appropriate consider hedging strategies.The average exc

153、hange rate throughout the year being$1.3472 as compared to$1.2688 in the prior year.TaxationThe Group generates profits in both the UK and the US,the overall levels are determined by both the proportion of sales in the year and the level of professional services income recognised.The Groups effectiv

154、e tax rate remains dependent on the applicable tax rates in these respective jurisdictions.In the current year the effective tax rate has seen the benefit of a tax deduction related to share option exercises that occurred in the year reducing the tax charge by$1.4m(FY17:$0.2m)and increased R&D tax r

155、elief of$0.3m.This benefit has been reduced by$0.5m as a result of revaluing of the deferred tax asset,originally established for US tax losses as part of the accounting for the FY11 acquisition of Claimtrust Inc.,following the change in US Federal Tax rates in January 2018.As such the current year

156、effective tax rate is 17%(FY17:20%).EPSIn the year being reported adjusted EPS has seen the benefit of the increased levels of Adjusted EBITDA combined with the lower effective tax rate reported above,offset by an increase in both the amortisation and share based payment charges,and as such has incr

157、eased 17%to$0.602(FY17:$0.514)and adjusted diluted EPS has increased to$0.591(FY17:$0.503).DividendThe Board recommends a final dividend of 14p(18.48 cents)per share giving a total dividend for the year of 24p(36.68 cents)per share(FY17:20p(26.04 cents)per share).Subject to confirmation at the Annua

158、l General Meeting,the final dividend will be paid on 6 December 2018 to shareholders on the register as at 9 November 2018,with a corresponding ex-Dividend date of 8 November 2018.The final dividend of 14p per share is capable of being paid in US dollars subject to a shareholder having registered to

159、 receive their dividend in US dollars under the Companys Dividend Currency Election,or who register to do so by the close of business on 9 November 2018.The exact amount to be paid will be calculated by reference to the exchange rate to be announced on 9 November 2018.The final dividend referred to

160、above in US dollars of 18.48 cents is given as an example only using the Balance Sheet date exchange rate of$1.3198/1 and may differ from that finally announced.Outlook While the past year has been outstanding in terms of financial results and operational progress,this is by no means the end of the

161、journey and we are excited by the far greater opportunity that lies ahead.It is clear that the investments we have made into the organisations design,people and products are delivering excellent results,and we will continue to invest in our people and business to ensure we have the capabilities to s

162、ucceed.We believe that the breadth of our customer base and the quantity of data within our solutions means we have the opportunity to sit at the heart of the move to value-based economics;collating and analysing the information that will support hospital-wide decision making and ultimately have a p

163、ositive impact on the quality of healthcare.With an ongoing,growing market opportunity,a record sales pipeline and increasing long-term revenue visibility,we enter the new financial year with great confidence for the future and the ongoing success of the business.Keith Neilson Chief Executive Office

164、r 3 September 2018Craig Preston Chief Financial Officer 3 September 201811Cranewareplc AnnualReport2018Strategic Report:Key Performance Indicators and Principal Risks and UncertaintiesKey Performance Indicator ReviewRevenue Growth20182017Revenue$67.1m$57.8mGrowth16%16%Revenue for the year grew by 16

165、%.Through the Groups Annuity SaaS revenue recognition model,underlying sales levels in the current year combine with prior years sales and continued high levels of customer retention,to increase the recurring revenue reported each year.The long term nature of our contracts supports sustainable growt

166、h with the majority of revenue resulting from current year sales being recognised in future periods.Three Year Revenue Visibility20182017Three Year Revenue Visibility$192.9m$160.7mThe Groups revenue recognition model means the full benefit of current years sales are not reflected in the current year

167、 financial statements.Instead,the vast majority of any new sales adds to the growth in the underlying annuity of recurring revenue.This is demonstrated through the Groups Three Year Revenue Visibility KPI.This metric compares the growth in the three years contracted revenue,revenue subject to renewa

168、l and other recurring revenue,for the same three year period starting 1 July 2018.Full details of how this is calculated are detailed in the financial review section of the Strategic Report.Adjusted EBITDA Growth20182017Adjusted EBITDA$21.6m$18.0mGrowth20%13%We take a measured approach to our invest

169、ment,ensuring to invest to support the future growth of the Group.The continued revenue growth has allowed us to both continue and in certain areas accelerate this investment whilst delivering Adjusted EBITDA growth.By taking this approach,we aim to release additional investment,in line with revenue

170、 growth,with the focus on delivering profitable growth to all stakeholders.Adjusted EPS20182017Adjusted EPS60.2 cents51.4 centsGrowth17%18%Adjusted EPS growth demonstrates the Groups overall profitability after taking into account the taxation in the year and any changes in share capital.The Group g

171、enerates profits in both the UK and the US.The Groups effective tax rate remains dependent on the applicable tax rates in each respective jurisdiction.Cash20182017Cash$52.8m$53.2mThe Group continues to convert very high levels of the Adjusted EBITDA reported in the year into operating cash flows whi

172、ch,having returned$23.2m to shareholders during the year,has resulted in cash balances returning to c$53m.Overall Operating cash conversion continues above our long term target of 100%.12Cranewareplc AnnualReport2018Strategic Report:Key Performance Indicators and Principal Risks and Uncertainties Co

173、ntd.Principal Risks and Uncertainties To deliver continued sustainable growth,the Group recognises the need to minimise the likelihood and impact of key risks.These risks are both general in nature i.e.,business risks faced by all businesses,and more specific to the Group and the market in which it

174、operates.The nature of the US healthcare industry and associated risks are detailed in the Operational Review on pages 5 to 10.The risks outlined here are those principal risks and uncertainties that are material to the Group.They do not include all risks associated with the Group and are not set ou

175、t in any order of priority.Management of GrowthIssue:The Groups growth and its plans for further significant growth,both organically and through acquisition,could place strain on the Groups resources including management bandwidth.Actions:The Group makes significant investments to both add to availa

176、ble resources as well as provide training to existing resources so as to increase bandwidth at all levels of management including the Board of Directors.The Groups Annuity SaaS business model combined with the detailed forecasting processes provides visibility to expected growth rates.This visibilit

177、y provides a foundation when planning in advance,including any additional resourcing necessary as a result of this growth.The Group has in place strategies to ensure a supportive infrastructure for growth.This includes adopting“Lean”methodologies to help promote“operational excellence”throughout the

178、 organisation as well as ensuring assessments are regularly performed and improvements are made,as appropriate to systems,policies,procedures including business controls being upgraded.US Healthcare Evolution and ReformIssue:The US healthcare industry continues to evolve,with a drive for increased v

179、alue from healthcare spend and a shift towards consumerisation.The US healthcare market is subject to continual change and as such could impact the Groups market opportunity.Actions:The Group has taken steps to ensure it stays at the forefront of how the industry is interpreting current proposals an

180、d actions they are taking.It has and it continues to develop significant industry expertise at all levels of management including the Board of Directors.It actively promotes developing further experience throughout the wider organisation by,amongst other things:key hires adding to the industry exper

181、tise across the Group,both at operational and strategic levels;having independent industry experts attend and speak at internal and external Company events;regular attendance by senior management at healthcare forums and industry education events;and customer forums.The Groups“value cycle”strategy s

182、trengthens our position as a trusted financial performance partner to hospitals and it continually enhances and expands its product offerings to meet the evolving challenges.In addition,the Group continues to innovate and develop new products to meet evolving market needs,such as the ongoing develop

183、ment of the Groups new product in the cost analytics area.These strategies keep the Group at the forefront of industry developments.Dependence on Key Executives and PersonnelIssue:Due to the size of the Group,significant reliance is placed on a few members of the executive and senior management team

184、,the retention of which cannot be guaranteed.Actions:The Group has and will continue to expand and strengthen its senior management team,including the Board of Directors,as appropriate.The Group continues to utilise programs to identify,train and mentor the management and talent who will be the lead

185、ers of the future.In regards to retention,the Remuneration Committee continues to monitor and develop the remuneration packages of key personnel to ensure they are both competitive and include appropriate long term incentives;this is explained further in the Remuneration Committees Report on pages 2

186、4 to 30.Political and Macroeconomic ChangesIssue:The Group has significant operations in both the UK and the US and therefore is exposed to the changes in the political and economic environments of both.This includes the ongoing Brexit negotiations and any changes in freedom of movement and internat

187、ional trade.Actions:The Group has experienced Board members and senior management in both countries.The Groups operations are currently evenly balanced between the two,contributing positively to both economies.Globally there is a restricted supply of qualified personnel within the technology sector.

188、Political uncertainty in the world can exacerbate this situation within specific geographies.To ensure the ongoing availability of qualified personnel,the Group continues to support training programs both internally and externally as well as develop partnerships with private enterprise.As the Group

189、is a manufacturer in the knowledge economy,we are agnostic to the territory that we are ultimately domiciled in and therefore can mitigate any long term economic or political detrimental change by adjusting the balance of the organisation accordingly.This combined with the current multi-jurisdiction

190、al operations of the business substantially mitigates the Groups exposure to foreign exchange rates and risk to cross border trade which can be volatile in times of uncertainty.The Group continues to monitor emerging news and trends to stay alert to any potential future impacts.Market ConsolidationI

191、ssue:The evolving market in US Healthcare continues to place significant pressure on Healthcare providers,which is resulting in ongoing market consolidation.As a result,the Groups market is increasingly dominated by larger hospital networks.Failure to enhance products,ensure scalability or add to th

192、e current product suite could significantly limit the Groups market opportunity and leave it unable to meet its customers evolving needs.Actions:The Groups“value cycle”strategy and Trisus Platform,combined with the continued evolution of the product suite,positions the Group at the forefront of prov

193、iding solutions to US Healthcare providers of all sizes.13Cranewareplc AnnualReport2018Strategic Report:Key Performance Indicators and Principal Risks and Uncertainties Contd.Intellectual Property RiskIssue:Failure to protect,register and enforce(if appropriate)the Groups Intellectual Property Right

194、s could materially impact the Groups future performance.Actions:The Group will continue to register its trademarks and copyrights and protect access to its confidential information,as appropriate.The Group would vigorously defend itself against a third-party claim should any arise.The Group also has

195、 in place strict physical and data security processes and encryption to protect its intellectual property.Data and Cyber SecurityIssue:Security of customer,commercial and personal data poses increasing reputational and financial risk to all businesses.In particular,the sharp rise in cyber and data r

196、elated crime presents a significant challenge in terms of securing data and systems against attack.Actions:Whilst it is not possible to completely eliminate data and cyber security risk,it is clear that effective mitigation now goes beyond building and operating security controls.The Group continues

197、 to invest in the strict physical and data security systems and protocols,including data loss prevention systems,internal and external threat monitoring.We deploy comprehensive auditing of our controls and processes targeted in these areas.The Group also recognises and supports(including through ong

198、oing employee training)a sustained evolution of culture within the organisation which embeds security across the business.Competitive LandscapeIssue:New entrants to the market or increased competition from existing competitors could significantly impact the Groups market opportunity.Actions:The Grou

199、p continually monitors its competitive landscape,including both existing and potential new market entrants.Significant barriers to entry continue to exist,including but not limited to the significant data content built over the Groups history which exists within its products.The Group continues to e

200、nsure its products are platform agnostic and actively seeks partnerships with other healthcare IT vendors.Acquisition RiskIssue:The Group has a stated acquisition strategy.Any acquisition carries with it an inherent risk,including failure to identify material matters that could adversely affect futu

201、re Group performance.Actions:The Group and Board members individually have relevant experience in regards to completing acquisitions and this experience has been added to in recent years through key appointments to the Operations Board.In addition,and where appropriate,the Board appoints independent

202、 professional advisors to assist in the consideration of potential acquisitions and to assist management in the due diligence process.The principal financial risks are detailed in Note 3 to the financial statements.How the Board determines and manages risks is detailed in the Corporate Governance re

203、port on pages 20 to 23.In summary,and as explained in the Operational Review section of this Strategic Report,the US healthcare market is not immune to the macro-economic climate and,with the increasing focus and requirements of the evolving healthcare marketplace,the Group expects the market to con

204、tinue to be competitive.The Group aims to remain at the forefront of product innovation and delivery,through a combination of in-house development and specific acquisition opportunities.This requires the recruitment,retention,and reward of skilled staff,alongside responsiveness to changes,and the op

205、portunities that result,as they arise.Craig Preston Chief Financial Officer 3 September 201814Cranewareplc AnnualReport2018Directors,Secretary,Advisors and SubsidiariesDirectorsG R Elliott(non-executive,Chairman)K Neilson C T Preston R F Verni(non-executive)C Blye(non-executive)R Rudish(non-executiv

206、e)Company Secretary&Registered OfficeC T Preston1 Tanfield Edinburgh EH3 5DANominated AdvisorsPeel Hunt LLP120 London Wall London EC2Y 5ETRegistrarsLink Asset Services LtdThe Registry 34 Beckenham Road Beckenham Kent BR3 4TUStockbrokersPeel Hunt LLP120 London Wall London EC2Y 5ETInvestec Bank plc30

207、Gresham Street London EC2V 7QPBankersBank of ScotlandThe MoundEdinburghEH1 1YZThe Royal Bank of Scotland plc36 St.Andrew Square Edinburgh EH2 2YBClydesdale Bank20 Waterloo Street Glasgow G2 6DBBarclays Commercial BankAurora House 120 Bothwell Street Glasgow G2 7JTHSBC Bank plc7 West Nile Street Glas

208、gow G1 2RGIndependent AuditorsPricewaterhouseCoopers LLPChartered Accountants&Statutory Auditors Atria One 144 Morrison Street Edinburgh EH3 8EXSolicitorsPinsent Masons LLPPrinces Exchange 1 Earl Grey Street Edinburgh EH3 9AQSubsidiaries and Registered OfficesCraneware,Inc.3340 Peachtree Rd NE Suite

209、 850 Atlanta,GA 30326Craneware InSight,Inc.3340 Peachtree Rd NE Suite 850 Atlanta,GA 30326Kestros Ltd t/a Craneware Health1 Tanfield Edinburgh EH3 5DACraneware Healthcare Intelligence,LLC12570 Perry Highway Suite 110 Wexford,PA 1509015Cranewareplc AnnualReport2018Board of DirectorsGeorge R Elliott,6

210、5 Non-Executive Chairman:Appointed 10 August 2007George Elliott has a proven track record in profitably growing technology companies.His main achievements have centred around building and bringing to market companies(including three IPOs)that compete and win on the global stage.George is currently n

211、on-executive Chairman of Indigovision Group plc,a leader in the design and manufacture of high performance video security systems,Calnex Solutions Ltd,an Ethernet test equipment manufacturer,Optoscribe Ltd,an early stage company which provides high performance 3D waveguide solutions for the data and

212、 telecommunication industries and a non-executive director of Cooper Software Ltd,an enterprise resource planning(ERP)systems integrator.Since 2007 he has been non-executive chairman/director of over 20 companies including,MicroEmissive Displays Group plc,Kewill plc,Cupid plc,Summit Corporation and

213、Corsair Components Inc.From 2000-2007 George was CFO of Wolfson Microelectronics plc,which was a leading global provider of high performance mixed-signal semiconductors to the consumer electronics market.From 1996-2000 he was Director of Commercial Operations and latterly CFO at Calluna plc,which de

214、veloped the first 1.8-inch hard disk drive that was later used in several leading MP3 players and storage devices.George,formerly a partner of Grant Thornton,is a member of the Institute of Chartered Accountants of Scotland and has a degree in Accountancy and Finance from Heriot-Watt University.Keit

215、h Neilson,49 Chief Executive Officer&Co-founderKeith co-founded Craneware in 1999 and has served as its CEO ever since.Under Keiths guidance,Craneware became recognised as the pioneer in value cycle management and a leading provider of superior products and professional services.Keiths direction has

216、 helped Craneware to win multiple prestigious awards in such areas as international achievement,business growth strategy and innovation.Keith was named The Entrepreneurial Exchanges“Emerging Entrepreneur of the Year 2003”and was a finalist in the 2004 World Young Business Achiever Award,winning the

217、Award of Excellence in the Business Strategy category.He received the UK Software&Technology Entrepreneur of the Year Award from Ernst&Young in 2008 and was the Insider Elite Young Business Leader of the Year in 2009.Prior to launching Craneware,Keith worked primarily in international management,whe

218、re he handled sales,marketing and technical consulting for companies with operations around the world.He studied Physics at Heriot-Watt University,Edinburgh,receiving a bachelors degree in 1991.Keith is an active member of the Young Presidents Organisation(YPO),a syndicate member and Partner in Par

219、Equity LLP,a CBI Scotland Council Member and a board member of the Scottish North American Business Council(SNABC).Keith is also proud to be a Patron of the Princes Trust and a Trustee of the Polar Academy both charitable organisations that work for the benefit of young people.Craig T Preston,47 Chi

220、ef Financial Officer:Appointed 15 September 2008Craig was appointed to the Board on 15 September 2008,just as the company was entering its second year as a publicly traded corporation on the London Stock Exchange.As CFO,he directs Cranewares financial operations in both the United Kingdom and United

221、 States.Craig has significant experience in senior financial roles with other private and public technology companies,including those with a multi-national presence.Prior to Craneware,he was group director of finance and company secretary at Intec Telecom Systems plc.Earlier,he served as corporate d

222、evelopment manager at London Bridge Software plc.During his time there,he also held the role of CFO for Phoenix International,a previously NASDAQ-traded software company,following its acquisition by London Bridge.Earlier in his career,Craig worked for Deloitte in both the United Kingdom and United S

223、tates.Craig has a degree in Accounting and Financial Management from the University of Sheffield.He is also a member of the Institute of Chartered Accountants in England and Wales.The Directors of the Company and their responsibilities within the Group are set out below:16Cranewareplc AnnualReport20

224、18Ron F Verni,70 Non-Executive Director:Appointed 1 May 2009Ron is currently a director of On Deck Capital.Before that he served on the Board of Directors of Kewill,Inc.,was President&CEO of Sage Software,Inc,and a member of the Board of Directors of the Sage Group plc.Prior to Sage Software,Ron was

225、 President and CEO of Peachtree Software,Inc.,a leading pioneer in business management solutions for small to medium size businesses.Ron also was the President and CEO of NEBS Software,Inc.,the founder and CEO of ASTEC Software,and Vice President of Marketing with Automatic Data Processing.Colleen B

226、lye,58 Non-Executive Director:Appointed 12 November 2013Colleen Blye is the Executive Vice President and Chief Financial Officer for Montefiore Health System and Albert Einstein College of Medicine.Montefiore Health System consists of eleven hospitals and an extended care facility,it is a premier ac

227、ademic medical center and includes the Albert Einstein College of Medicine.Colleen has a distinguished background in large,complex healthcare organizations.Prior to joining Montefiore,she served as Executive Vice President and Chief Financial Officer of Catholic Health Services of Long Island,an int

228、egrated healthcare delivery system comprising six hospitals and three nursing homes.Earlier,she served as Executive Vice President for Finance and Integrated Services at Catholic Health Initiatives,a health system with 102 hospitals across the United States.Her previous experience includes responsib

229、ility for treasury management,revenue cycle,financial reporting and planning,third-party contracting,supply chain,accounts payable,payroll,and information technology.Colleen Blye is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Healthcar

230、e Financial Management Association Russ Rudish,66 Non-Executive Director:Appointed 28 August 2014Russ Rudish has more than 30 years experience in serving the healthcare industry,both in the United States and internationally.Russ holds a directorship in Rudish Health Solutions,LLC,and StarBridge Advi

231、sors,LLC,both healthcare professional services firms.Russ is also a principal in Healthcare IT Leaders and Run Consultants,both of which provide IT staff augmentation services.Between 2006 and 2014,Russ served as partner and Global Sector Leader for Healthcare at Deloitte Touche Tohmatsu,where he le

232、d the$2 billion global consulting,audit,tax and financial advisory business,developing the firms global health care strategy.He is an active speaker and contributor to thought leadership on todays most pressing healthcare business issues.Board of Directors Contd.17Cranewareplc AnnualReport2018Direct

233、ors ReportThe Directors present herewith their report and the audited consolidated financial statements for the year ended 30 June 2018.Principal Activities and Business ReviewThe Groups principal activity continues to be the development,licensing and ongoing support of computer software for the US

234、healthcare industry.The Company is required by the Companies Act to include a business review in this report.This includes an analysis of the development and performance of the Group during the financial year and its position at the end of the financial year,including relevant key performance indica

235、tors(principally revenue,adjusted operating profit(before acquisition costs and share related payments,share based payments,depreciation and amortisation),visibility of revenue over the next three years and cash generation during the year).Detailed information on all matters required is presented in

236、 the Strategic Report contained in pages 5 to 13 and is incorporated into this report by reference.A description of the principal risks and uncertainties facing the Group is also presented in the Strategic Report.Where the Directors Report,Chairmans Statement and Operational Review contain forward l

237、ooking statements,these are made by the Directors in good faith,based on the information available to them at the time of their approval of this report.Consequently,such statements should be treated with caution due to their inherent uncertainties,including both economic and business risk factors un

238、derlying such forward looking statements or information.Financial Results and DividendsThe Groups revenue for the year was$67.1m(2017:$57.8m)which has generated a profit before tax of$18.9m(2017:$16.9).The full results for the year,which were approved by the Board of Directors on 3 September 2018,ar

239、e set out in the accompanying financial statements and the notes thereto.During the year the Company paid an interim dividend of 10p(13.5 cents).The Directors are recommending the payment of a final dividend of 14p(18.48 cents)per share giving a total dividend of 24p(36.68 cents)per share based on t

240、he results for 2018(2017:20p(26.04 cents).Subject to approval at the Annual General Meeting,the final dividend will be paid on 6 December 2018 to shareholders on the register as at 9 November 2018.The level of dividend proposed for the year continues the Companys stated progressive dividend policy b

241、ased on the Groups retained annual earnings.The level of distributions will be subject to the Groups working capital requirements and the ongoing needs of the business.Research and Development ActivitiesThe Group continues its development programme of software products for the US healthcare market.T

242、he primary focus of this development continues to be the enhancement and expansion of the product suite to support the Groups value cycle strategy.Full details of the development activities and the Groups roadmap is provided in the Strategic Report contained in pages 5 to 13.The Directors regard inv

243、estment in development activities as a prerequisite for success in the medium and long-term future.During the year development expenditure amounted to$13.2m(2017:$9.1m)net of expenditure capitalised of$4.7 m (2017:$3.5m).Financial InstrumentsThe financial risk management strategy of the Group,its ex

244、posure to currency risk,interest rate risk,counterparty risk and liquidity is set out in Note 3 to the financial statements.Going ConcernThe Strategic Report on pages 5 to 13 contains information regarding the Groups activities and an overview of the development of its products,services and the envi

245、ronment in which it operates.The Groups revenue,operating results,cash flows and balance sheet are detailed in the financial statements and explained in the Financial Review on pages 5 to 10.The Directors,having made suitable enquiries and analysis of the financial statements,including the considera

246、tion of:net cash reserves;continued cash generation;and Annuity SaaS business model;have determined that the Group has adequate resources to continue in business for the foreseeable future and that it is therefore appropriate to adopt the going concern basis in preparing the consolidated and Company

247、 financial statements.DirectorsThe Directors of the Company are listed on pages 15 and 16.The Directors have the power to manage the business of the Company,subject to the provisions of the Companies Act,the Memorandum and Articles of Association of the Company,and to any directions given by special

248、 resolution,including the Companys power to purchase its own shares.The Companys Articles of Association may only be amended by a special resolution of the Companys shareholders.Details of the Directors service contracts and their respective notice terms are detailed in the Remuneration Committees R

249、eport on page 27.Share CapitalThe Companys issued and fully paid up share capital at 30 June 2018 was 26,662,271 Ordinary Shares of 1p each(2017:26,961,709 Ordinary Shares).The shares are traded on the Alternative Investment Market(AIM),a market operated by the London Stock Exchange.The Companys Art

250、icles of Association,which are available on the Companys website,contain the details of the rights and obligations attached to the shares.Share buybackIn January 2018 the Company announced and completed a share buyback which was effected as a mechanism to return capital to shareholders and to amelio

251、rate dilution under the Groups share incentive plans.In accordance with this share buyback,the Company purchased 628,869 of its own shares during the financial year(2017:nil),at 1769 pence per share which totalled 11.1 million($15.4 million).The nominal value of those shares was 6,289($8,725)and the

252、y represented 2.33%of the Companys issued Ordinary Shares at that time.The shares purchased by the Company were immediately cancelled.Authority for purchase of own sharesAuthorisation was given by shareholders at the Annual General Meeting on 8 November 2017 for the Company to purchase up to 1,348,0

253、85 Ordinary Shares.A resolution to renew this authority will be proposed at the 2018 Annual General Meeting.24.0*12.514.0FY18FY14FY15FY16Dividends/Share(pence)*Subject to approval at AGM16.520.0FY1718Cranewareplc AnnualReport2018Directors Report Contd.Share capital allottedDuring the year,329,431 Or

254、dinary Shares(2017:111,461 Ordinary Shares)were allotted to satisfy employee share options which were exercised in accordance with The Craneware plc Employees Share Option Plan 2007.Details of the Companys employee share plans,including the number of ordinary shares subject to employee share plan aw

255、ards,are included in Note 8 to the financial statements.Employee benefit trust The Company established an Employee Benefit Trust(EBT),The Craneware plc Employee Benefit Trust during the financial year ended 30 June 2017.As at 30 June 2018 the EBT held 353,124 Craneware plc Ordinary Shares(at 30 June

256、 2017:242,930 Ordinary Shares).The EBT waived its right to dividends in the year ended 30 June 2018.Further details regarding the EBT are contained in Note 18 to the financial statements.Directors and their InterestsThe interests of the Directors who held office at 30 June 2018 and up to the date of

257、 this report in the share capital of the company,were as follows:-20182017G R Elliott10,00015,650K Neilson3,377,7993,459,718CT Preston82,103-3,469,9023,475,368Directors interests in share options are detailed in the Remuneration Committees Report on pages 29 and 30Substantial ShareholdersAs at 1 Aug

258、ust 2018,the Company had been notified of the following beneficial interests in 3%or more of the issued share capital pursuant to section 793 of the Companies Act 2006:No.of Ordinary 0.01 Shares%of issued share capitalLiontrust Asset Management4,664,13717.49K Neilson3,377,79912.67Canaccord Genuity G

259、roup2,850,21210.69W G Craig2,379,5188.92AXA Investment Managers1,130,1304.24Schroder Investment Management1,112,7734.17Baillie Gifford&Co Ltd953,6013.58Bank of Montreal886,5123.32D Paterson884,7583.32Indemnity of Directors and OfficersUnder the Companys Articles of Association and subject to the pro

260、visions of the Companies Act,the Company may and has indemnified all Directors or other officers against liability incurred by them in the execution or discharge of their duties or exercise of their powers,including but not limited to any liability for the costs of legal proceedings where judgement

261、is given in their favour.This indemnity was in place during financial year and is ongoing up to the date of this report.In addition,the Company has purchased and maintains appropriate insurance cover against legal action brought against Directors and officers.Corporate Social Responsibility&Environm

262、ental PolicyThe Group is committed to maintaining a high level of social responsibility.It is the Groups policy to support and encourage environmentally sound business operations,with aspects and impact on the environment being considered at Board level.Recognising that the Groups operations have mi

263、nimal direct environmental impact,the Group aims to ensure that:it meets all statutory obligations;where sensible and practical,it encourages working practices,such as teleconferencing,teleworking and electronic information exchange that reduce environmental impact;and recycles waste products wherev

264、er possible,encouraging use of environmentally friendly materials,and disposing safely of any non-recyclable materials.CustomersThe Group treats all its customers with the utmost respect and seeks to be honest and fair in all relationships with them.The Group provides its customers with products and

265、 levels of customer service of outstanding quality.CommunityThe Group seeks to be a good corporate citizen respecting the laws of the countries in which it operates and adhering to best social practice where feasible.It aims to be sensitive to the local communitys cultural,social and economic needs.

266、Charitable and Political ContributionsAs part of the Groups commitment to Corporate Social Responsibility it has continued to develop its“Craneware Cares”program.The focus of Craneware Cares is to raise awareness and funds for charity.The focus for 2018 was the support of the Childrens Hospice Assoc

267、iation Scotland(CHAS)in the UK and Creative Philanthropy in the US.For 2019 the focus will be the support of both Scottish Association for Mental Health and The Yard in the UK and both the Fanconi Anemia Research Fund and KaBOOM!in the US.Fund raising activities have already begun and these suppleme

268、nt the Volunteer Time Off program where Craneware staff take paid leave to support projects and charities in their communities.Neither the Company nor its subsidiaries made any donation for political purposes in fiscal years 2018 or 2017.Employees and Employee InvolvementThe Group recognises the val

269、ue of its employees and that the success of the Group is due to their efforts.The Group respects the dignity and rights of all its employees.The Group provides clean,healthy and safe working conditions.An inclusive working environment and a culture of openness are maintained by the regular dissemina

270、tion of information.The Group endeavours to provide equal opportunities for all employees and facilitates the development of employees skill sets.A fair remuneration policy is adopted throughout the Group.Plans are being proposed for share schemes to encourage involvement of employees in the Groups

271、performance as detailed on page 26 of the Remuneration Committee Report.The Group does not tolerate any sexual,physical or mental harassment of its employees.The Group operates an equal opportunities policy and specifically prohibits discrimination on grounds of colour,ethnic origin,gender,age,relig

272、ion,political or other opinion,disability or sexual orientation.The Group does not employ underage staff.The general policy of the Group is to welcome employee involvement as far as it is reasonably practicable.Employees are kept informed by meetings,regular updates and web page postings.In addition

273、,the Groups UK and US senior management teams meet regularly to review performance against the Groups strategic aims and development roadmaps.The Group maintains core values of honesty,integrity,hard work,service and quality and actively promotes these values in all activities undertaken on behalf o

274、f the Group.19Cranewareplc AnnualReport2018Employment of Disabled PersonsApplications for employment by disabled persons are always fully considered,bearing in mind the respective aptitudes and abilities of the applicant concerned.In the event of members of staff becoming disabled every effort is ma

275、de to ensure that their employment with the Group continues and the appropriate training is arranged.It is the policy of the Group that the training,career development and promotion of a disabled person should,as far as possible,be identical to that of a person who does not suffer from a disability.

276、Policy on Payment of PayablesRelationships with suppliers and subcontractors are based on mutual respect,and the Group seeks to be honest and fair in its relationships with suppliers and subcontractors,and to honour the terms and conditions of its agreements in place with such suppliers and subcontr

277、actors.As a UK company,Craneware plc is bound by the laws of the UK,including the Bribery Act 2010,in respect of our conduct within and outside of the UK.In addition,we uphold all laws relevant to countering bribery and corruption in all the jurisdictions in which we operate.It is the Groups normal

278、practice to make payments to suppliers in accordance with agreed terms and conditions,generally within 30 days,provided that the supplier has performed in accordance with the relevant terms and conditions.Trade payables at 30 June 2018 represented,on average 18 days purchases(2017:18 days)for the Gr

279、oup and 15 days purchases(2017:13 days)for the Company.Annual General MeetingThe resolutions to be proposed at the Annual General Meeting,together with explanatory notes,appear in a separate Notice of Annual General Meeting which is sent to all shareholders and made available on the Companys website

280、 at the proxy card for registered shareholders is distributed along with the notice.Company RegistrationThe Company is registered in Scotland as a public limited company with number SC196331.Statement of Directors ResponsibilitiesThe Directors are responsible for preparing the Annual Report and the

281、financial statements in accordance with applicable law and regulations.Company law requires the Directors to prepare financial statements for each financial year.Under that law the Directors have prepared the Group and Parent Company financial statements in accordance with International Financial Re

282、porting Standards(IFRSs)as adopted by the European Union.Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group and the Company

283、 for that period.In preparing these financial statements,the Directors are required to:select suitable accounting policies and then apply them consistently;make judgements and accounting estimates that are reasonable and prudent;state whether applicable IFRSs as adopted by the European Union have be

284、en followed for the group and the company financial statements,subject to any material departures disclosed and explained in the financial statements;and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.The D

285、irectors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain th

286、e Group and Companys transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006 and,as regards the group financial statements,Article 4 of the IAS Regulation

287、.The Directors are responsible for the maintenance and integrity of the Companys website.Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.Auditors and Disclosure of Information to AuditorsEach Dir

288、ector,as at the date of this report,has confirmed that insofar as they are aware there is no relevant audit information(that is,information needed by the Companys auditors in connection with preparing their report)of which the Companys auditors are unaware,and they have taken all the steps that they

289、 ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Companys auditors are aware of that information.The auditors,PricewaterhouseCoopers LLP,have indicated their willingness to be re-appointed and a resolution for reappointm

290、ent will be proposed at the Annual General Meeting.Approved by the Board of Directors and signed on behalf of the Board by:Craig Preston Company Secretary 3 September 2018Directors Report Contd.20Cranewareplc AnnualReport2018Corporate Governance ReportThe Board of Directors(the Board)has always reco

291、gnised the importance and value of good corporate governance.Changes to AIM rules on 30 March 2018 require AIM companies to apply a recognised corporate governance code by 28 September 2018.Under the new rules,the Company is required to comply with the chosen code or explain why it is not complying.

292、The Company has always sought to comply with both the principles and the spirit of the UK Corporate Governance Code issued in April 2016(the“Code”)and has historically reported against these.Although not yet compulsory for AIM listed companies,the Board is pleased to report how it has and will conti

293、nue to apply the principles in line with best practice for an AIM listed company.This Report sets out how it has complied with both the individual principles and the spirit of the Code as a whole.The Code itself defines the purpose of corporate governance being“to facilitate effective,entrepreneuria

294、l and prudent management that can deliver the long-term success of the company.”It is this overarching objective that the Board has sought to achieve in applying the Code principles.Leadership The role of the Board“Every Company should be headed by an effective Board which is collectively responsibl

295、e for the long-term success of the company.”The Companys Board continues to be headed by its Chairman,George Elliott,and comprises two executive Directors:Keith Neilson,Chief Executive Officer;and Craig Preston,Chief Financial Officer along with three further non-executive Directors,Ronald Verni(Sen

296、ior Independent Director),Colleen Blye and Russ Rudish.Detailed biographies of all Directors are contained on pages 15 and 16.The Board meets regularly to discuss and agree on the various matters brought before it,including the Groups trading results.The Board is well supported by the Groups Operati

297、ons Board(details of which are provided below)and a broader senior management team,who collectively have the qualifications and experience necessary for the day to day running of the Group.There is a formal schedule of matters reserved for the Board,which include approval of the Groups strategy,annu

298、al budgets and business plans,acquisitions,disposals,business development,annual reports and interim statements,plus any significant financing and capital expenditure plans.As part of this schedule,the Board has clearly laid out levels of devolved decision making authority to the Groups Operations B

299、oard.The Board has further established an Audit Committee and a Remuneration Committee details of which are provided below.The Board does not have a separate Nominations Committee as the Company has again taken advantage of the Codes relaxations available to smaller companies and incorporated this f

300、unction within the remit of the entire Board.Attendance of Directors at Board and Committee meetings convened in the year,along with the number of meetings that they were invited to attend,are set out below:BoardRemuneration CommitteeAudit CommitteeNo.Meetings in year823Executive DirectorsK Neilson8

301、/8-C T Preston8/8-Non-Executive DirectorsG R Elliott7/8-R Verni8/82/23/3C Blye 8/82/23/3R Rudish8/82/23/3 Where any director has been unable to attend Board or Committee meetings during the year,their input has been provided to the Company Secretary ahead of the meeting.The relevant Chairman then pr

302、ovides a detailed briefing along with the minutes of the meeting following its conclusion.As detailed in the Directors Report on page 18,the Company maintains appropriate insurance cover against legal action brought against Directors and officers.The Company has further indemnified all Directors or

303、other officers against liability incurred by them in the execution or discharge of their duties or exercise of their powers.Division of Responsibilities“There should be a clear division of responsibilities at the head of the company between the running of the Board and the executive responsibility f

304、or the running of the companys business.No one individual should have unfettered powers of decision.”The Board has established clearly defined and well understood roles for George Elliott as Chairman of the Company,and Keith Neilson as Chief Executive Officer.The Chairman is responsible for the lead

305、ership of the Board,ensuring its effectiveness and setting its agenda.Once strategic and financial objectives have been agreed by the Board,it is the Chief Executive Officers responsibility to ensure they are delivered upon.To facilitate this,Keith Neilson as CEO chairs the Groups Operations Board w

306、hich comprises the Chief Financial Officer and seven further members of the Senior Management Team.The day-to-day operation of the Groups business is managed by this Operations Board,subject to the clearly defined authority limits.The Chairman“The chairman is responsible for leadership of the Board

307、and ensuring its effectiveness on all aspects of its role.”George Elliott was appointed Chairman of the Board in August 2007,shortly before the Company listed on the AIM market.At that time the then Board satisfied themselves that he was independent,fulfilling the requirements of the Code.George has

308、 a depth of experience both as Chairman and a non-executive director for a number of other companies,including other listed companies,details of which can be found in the Directors biographies on page 15.Non-Executive Directors“As part of their role as members of a unitary board,non-executive direct

309、ors should constructively challenge and help develop proposals on strategy.”The Board has appointed Ronald Verni as Senior Independent Director.In this role,Ronald provides a sounding board for the Chairman as well as providing an additional channel of contact for shareholders,other Directors or emp

310、loyees,if the need arises.In addition to matters outlined above,there is regular communication between executive and non-executive Directors,including where appropriate,updates on matters requiring attention prior to the next Board meeting.The non-executive Directors meet,as appropriate but no less

311、than annually,without executive Directors being present and further meet annually without the Chairman present.Effectiveness The Composition of the Board“The Board and its committees should have the appropriate balance of skills,experience,independence and knowledge of the company to enable them to

312、discharge their respective duties and responsibilities effectively.”The composition of the Board has been designed to give a good mix and balance of different skill sets,including significant experience in:high growth companies;software and healthcare sectors;entrepreneurial cultures;senior financia

313、l reporting;both UK and US companies;acquisitions;and other listed companies.21Cranewareplc AnnualReport2018Corporate Governance Report Contd.Through this mix of experience,the Board and the individual Directors are well positioned to set the strategic aims of the Company as well as drive the Groups

314、 values and standards throughout the organisation,whilst remaining focused on their obligations to shareholders and meeting their statutory obligations.The Board reviews on an annual basis the independence of each non-executive Director.In making this consideration the Board determines whether the D

315、irector is independent in character and judgement and whether there are relationships or circumstances which are likely to affect,or could appear to affect,the Directors judgement.In regards to Ronald Verni,having been appointed on 1 May 2009,he has completed his ninth year of service on the Board t

316、his year,the Board in making its assessment of independence has noted the significant growth and changes in the Company during this period,this combined with Ronalds conduct has led the Board to conclude his length of tenure has not affected his independence.In regards to all other non-executive dir

317、ectors the Board have not identified any matters which would affect their independence.Appointments to the Board“There should be a formal,rigorous and transparent procedure for the appointment of new directors to the Board.”When a new appointment to the Board is to be made,consideration is given to

318、the particular skills,knowledge and experience that a potential new member could add to the existing Board composition.A formal process is then undertaken,usually involving external recruitment agencies,with appropriate consideration being given,in regards to executive appointments,to internal and e

319、xternal candidates.Before undertaking the appointment of a non-executive Director,the Chairman establishes that the prospective Director can give the time and commitment necessary to fulfil their duties,in terms of availability both to prepare for and attend meetings and to discuss matters at other

320、times.Any conflicts,or potential conflicts,of interest are disclosed and assessed prior to a new Directors appointment to ensure that there are no matters which would prevent that person from accepting the appointment.The Group has procedures in place for managing conflicts of interest and Directors

321、 have continuing obligations to update the Board on any changes to these conflicts.This process includes relevant disclosure at the beginning of each Board meeting.If any potential conflict of interest arises,the Articles of Association permit the Board to authorise the conflict,subject to such cond

322、itions or limitations as the Board may determine.Commitment“All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively.”All Board Directors recognise the need to allocate sufficient time to the Company for them to be able to meet their res

323、ponsibilities as Board members.All non-executive Directors contracts include minimum time commitments;however these are recognised to be the minimums.Details of the other directorships held by each Board member are provided in the Director biographies on pages 15 and 16.The Board has evaluated the t

324、ime commitments required by these other roles and does not believe it affects their ability to perform their duties with the Company.No executive Director currently holds any other directorship of a listed company.The non-executive Director contracts are available for inspection at the Companys regi

325、stered office and are made available for inspection both before and during the Companys Annual General Meeting.Development“All Directors should receive induction on joining the Board and should regularly update and refresh their skills and knowledge.”The Chairman is responsible for ensuring that all

326、 the Directors continually update their skills,their knowledge and familiarity with the Group in order to fulfil their role on the Board and the Boards Committees.Updates dealing with changes in legislation and regulation relevant to the Groups business are provided to the Board by the Company Secre

327、tary/Chief Financial Officer and through the Board Committees.All Directors have access to the advice and services of the Company Secretary,who is responsible to the Board for ensuring that Board procedures are properly complied with and that discussions and decisions are appropriately minuted.Direc

328、tors may seek independent professional advice at the Companys expense in furtherance of their duties as Directors.Training in matters relevant to their role on the Board is available to all Board Directors.New Directors are provided with an induction in order to introduce them to the operations and

329、management of the businessAppropriate Information“The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.”In setting the Board agendas,the Chairman,in conjunction with the Company Secretary,ensures input is gathere

330、d from all Directors on matters that should be included.Board papers are then issued in advance of meetings to ensure Board members have appropriate detail in regards to matters that will be covered,thereby encouraging openness and healthy debate.At a minimum these board papers include the Financial

331、 Results of the Group and a report from both the Chief Executive Officer and the Chief Financial Officer.In addition,the non-executive Directors periodically meet with the Groups Operations Board on an informal basis.This provides all Directors with direct access to the senior management of the Comp

332、any and allows for better understanding of how the strategy set by the Board is being implemented across the Group.EvaluationThe Board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.”The Board has performed a full f

333、ormal evaluation in the current Financial Year.This was performed by means of a detailed questionnaire to be completed by each Director.This evaluation included a review of the performance of the Chairman and the Board Committees.The results of the process were collated by the Senior Independent Director and were reviewed by the Board as a whole.Overall the Board has concluded that its performance