Craneware plc (CRW) 2017年年度報告「AIM」.pdf

《Craneware plc (CRW) 2017年年度報告「AIM」.pdf》由會員分享，可在線閱讀，更多相關《Craneware plc (CRW) 2017年年度報告「AIM」.pdf（64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 2017Cranewareplc AnnualReport2017About CranewareCraneware is the leader in automated value cycle solutions that help US provider organisations discover,convert and optimise assets to acheive best clinical outcomes and financial performance.Founde

2、d in 1999,Craneware has headquarters in Edinburgh,Scotland with offices in Atlanta,Boston,and Pittsburgh employing over 250 staff.Cranewares market-driven,SaaS solutions normalise disparate data sets,bringing in up-to-date regulatory and financial compliance data to deliver value at the points where

3、 clinical and operational data transform into financial transactions,creating actionable insights that enable informed tactical and strategic decisions.To learn more,visit .ContentsFinancial and Operational Highlights .1Craneware Value Cycle Solutions .2Chairmans Statement .4Strategic Report:Operati

4、onal and Financial Review .5Strategic Report:Key Performance Indicators and Principal Risks and Uncertainties.11Directors,Secretary,Advisors and Subsidiaries .13Board of Directors.14Directors Report.16Corporate Governance Report.19Remuneration Committees Report .23Independent Auditors Report to the

5、Members of Craneware plc .28Consolidated Statement of Comprehensive Income for the year ended 30 June 2017 .32Statements of Changes in Equity for the year ended 30 June 2017 .33Consolidated Balance Sheet as at 30 June 2017 .34Company Balance Sheet as at 30 June 2017.35Statements of Cash Flows for th

6、e year ended 30 June 2017.36Notes to the Financial Statements .371Cranewareplc AnnualReport2017Financial and Operational HighlightsQuick Facts Financial$57.8min revenue$18.0min adjusted EBITDA1$53.2mcash at year end20.0ptotal dividend for yearFinancial Revenue increased 16%to$57.8m(FY16:$49.8m)Adjus

7、ted EBITDA1 increased 13%to$18.0m(FY16:$15.9m)Profit before tax increased 22%to$16.9m(FY16:$13.9m)Basic adjusted EPS increased 20%to$0.514(FY16:$0.429)and adjusted diluted EPS increased to$0.503(FY16:$0.423)Total visible revenue increased 13%to$163.8m(FY16 same 3 year period:$145.3m)Continued operat

8、ing cash conversion above 100%of Adjusted EBITDA1 Cash at year-end of$53.2m(FY16:$48.8m)after payment of$6.4m dividend to shareholders and increased investment of over$3.0m in R&D Proposed final dividend of 11.3p(14.71 cents)per share giving a total dividend for the year of 20.0p(26.04 cents)per sha

9、re(FY16:16.5p(22 cents)per share)Renewal rate remains above 100%by dollar value 1 Adjusted EBITDA refers to earnings before acquisition and share related transaction costs,interest,tax,depreciation,amortisation and share based payments.Operational Continued supportive market environment as the US he

10、althcare market evolves towards value-based care,with a critical dependency on accurate financial and operating data Continued high levels of customer acquisition and retention Successful launch of cloud-based Trisus platform,with extremely positive customer response Initial sales of Trisus Claims I

11、nformatics,the first product on the Trisus platform Early adopters secured for Craneware Healthcare Intelligence,the Groups new business focused on healthcare Cost Analytics and Resource Efficiency(CARE)Record sales pipeline for the current financial year12Cranewareplc AnnualReport2017Craneware Valu

12、e Cycle SolutionsCraneware Solutions and ServicesCraneware Value Cycle Solutions span four product families Patient Engagement,Charge Capture&Pricing,Revenue Collection&Retention,and Cost Analytics.In addition,hospitals of all sizes and types rely on Cranewares Professional Services to help deliver

13、results that lead to improved financial outcomes.Value Cycle AreasPatient EngagementCharge Capture&PricingRevenue Recovery&RetentionCost AnalyticsMedical Necessity&Prior AuthorisationPatient ResponsibilityProceduresPharmacySuppliesBilling&Claims AnalyisAudit ManagementDenials ManagementCost of CareB

14、usiness OutcomesDetermine requirement for payers:government&commercialWaiver forms for non-covered proceduresMulti-attribute verificationEstimate patient responsibilityEnsure charge accuracyEnsure chargemaster accuracy across enterpriseCreation/maintenance of physician fee scheduleModel contract pro

15、posalsModel 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 correct all coding mistakesIdentify missed cha

16、rgesAutomated 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 most effective and efficient way to provide care

17、Craneware SolutionsInSight Medical NecessityTrisus Patient PaymentPatient Charge EstimatorChargemaster ToolkitPhysician Revenue ToolkitPricing AnalyzerReference PlusPharmacy ChargeLinkSupplies ChargeLinkSupplies AssistantTrisus Claims InformaticsInSight AuditInSight DenialsCraneware Healthcare Intel

18、ligenceCraneware 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 ServicesTrisus Claims Inf

19、ormatics LaunchThe first Trisus product launch took place in June 2017 with Trisus Claims Informatics.This product enables hospitals and healthcare systems to drive revenue growth and increase compliance by automating claims review through analysing for completeness,accuracy,and patterns of changing

20、 charging behaviour.Trisus Claims Informatics is an easy-to-use,cloud-based solution providing predictive analytics around charge capture issues hospitals often experience.These issues include missing charges,incorrect charges,and non-compliant charges.These three main issue types can have major imp

21、acts on hospital revenue.In the Trisus solution,drill-down dashboards allow the user to quickly pinpoint areas of high-financial impact.A root cause wizard walks the user through auditing an issue,step-by-step,using yes or no questions to determine the cause.Claim data is matched with remit data wit

22、h an explanation of benefits viewer to identify remittance variances.Trisus Claims Informatics directs users to the areas with the most financial impact and intuitively guides them through the audit and discovery process.These insights are especially important given revenue-impacting errors related

23、to constant changes in coding and payment rules along with healthcare IT system upgrades.3Cranewareplc AnnualReport2017Craneware Value Cycle Solutions Contd.Chargemaster Toolkit is ranked No.1 in the Revenue Cycle Chargemaster Management market category for the eleventh year in a row(2006 2017)in th

24、e 2017 Best in KLAS Awards:Software&Services report,published January 2017.Data 2017 KLAS Enterprises,LLC.All rights reserved.www.KLAS*HFMA staff and volunteers determined that Cranewares Chargemaster Toolkit,Chargemaster Corporate Toolkit,Bill Analyzer,Online Reference Toolkit,and Interface Scripti

25、ng Module have 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.Patient EngagementInSight Medical NecessityA SaaS solution that provides medical necessity

26、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 patients.Trisus Patient PaymentA SaaS solution that provides hospitals and health syst

27、ems 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.Patient Charge EstimatorThis SaaS solution simplifies the process of providing patient bill estimates for inpatient

28、 and outpatient services to improve up-front collections and reduce bad debt.Charge Capture&PricingChargemaster Toolkit,Chargemaster Toolkit Discovery Viewer and Chargemaster Toolkit Corporate Discovery ViewerAutomated SaaS chargemaster management solutions for capturing optimal legitimate reimburse

29、ment for providers,while mitigating compliance risk.Chargemaster Toolkit is customisable for any organisation,from small community providers to large healthcare networks,and addresses the challenges that enterprise chargemaster data presents to hospitals by enabling all related chargemaster data to

30、be viewed in one place.Physician Revenue Toolkit and Physician Revenue Toolkit CorporateSaaS solutions for managing physician group KPIs,charges,codes,RVUs,fee schedules,and related information.Pricing AnalyzerSaaS solution that simplifies the price modelling process,creating a repeatable,well-docum

31、ented method to establish transparent,defensible and competitive pricing.Reference PlusSaaS solution for providers with less than$44 million in operating expenses to perform chargemaster analysis,and efficiently optimise revenue,charge compliance and coding integrity.Pharmacy ChargeLinkImproves char

32、ge capture,pricing and cost management,while simplifying the process for ensuring drug coding and billing units are complete and compliant,and establishing and maintaining a connection between a providers pharmaceutical purchases and billing.Supplies ChargeLinkHelps optimise reimbursement for suppli

33、es,implants,and devices by identifying missing or invalid charges,codable recommendations and establishing and maintaining a connection between supply purchase history and chargemaster,helping to ensure accurate pricing,coding and billing of these supplies.Supporting Modules Online Reference Toolkit

34、 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-based,mobile-friendly supplies

35、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.Revenue Recovery&RetentionBill Analyzer Automates claim and coding review

36、s to identify missed charges,billing errors,and categorise areas of risk to help ensure that all legitimate revenue is captured.Trisus Claims Informatics Software built on Cranewares next generation SaaS based product platform that automates claim and coding reviews to identify missed charges,billin

37、g errors,and categorise areas of risk to help ensure that all legitimate revenue is captured.InSight AuditA comprehensive,web-based audit management tool that empowers healthcare organisations to manage government and commercial audits from one central location.InSight DenialsAnalyses,tracks,trends

38、and reports on denial data,providing workflow tools for expediting repair and resubmission of denied claims.Cost AnalyticsCraneware Healthcare IntelligenceA new Craneware plc business,developing new solutions to address an emerging but significant market opportunity for healthcare cost analytics.Pro

39、fessional ServicesCraneware Professional Services provides 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 Cran

40、eware Performance Center and optional fee-based training.4Cranewareplc AnnualReport2017“Our customers are increasingly turning to Craneware as a strategic partner to provide solutions that will enable them to preserve revenue and increase the quality of their margins so they can continue to invest i

41、n their future and focus on the wellbeing of patients”George Elliott,ChairmanChairmans StatementStrong trading in the yearThe Board is pleased to confirm an increase of 16%in revenue recognised in the year to$57.8m(FY16:$49.8m)and an adjusted EBITDA increase of 13%to$18.0m(FY16:$15.9m).The need to d

42、rive value in healthcare,and the challenges this brings,remains a universal topic of focus in the US,providing a supportive market environment for Craneware through the year.Each year brings another layer of change within the US healthcare market,but what remains consistent is the need for our custo

43、mers patients to get better value for their healthcare dollar and for our customers to gain a greater understanding of their financial and operational data in order to ensure their long-term financial health and better outcomes for all.Our customers are increasingly turning to Craneware as a strateg

44、ic partner to provide solutions that will enable them to preserve revenue and increase the quality of their margins so they can continue to invest in their future and focus on the wellbeing of patients.This has been reflected in the Groups continued sales success in the year.The strong sales from pr

45、evious years continue to flow,through to our reported results contributing to current year revenue and adjusted EBITDA growth.This year we are reporting New Sales in the year of$35.4m and Total Value of Contracts of$54.0m.Whilst on the surface not at the level reported in the prior year for total sa

46、les(FY16:$58.6m and$82.3m respectively),the difference reflects the prior year announced three large enterprise wide sales,the anticipated impact of the Trisus migration on contract end dates and the cyclically low number of customers due for renewal in the year.On a like for like basis,underlying n

47、ew sales in the period reflect favourably compared to the prior year of$34.2m for FY16.These sales have contributed to a further 13%increase in our three year visible revenue and continue to support the ongoing growth of the business.At the end of current contracts,we expect to see our renewal rates

48、 remain at their current high(well above 100%by dollar value)as customers move to the improvements brought to them by the Trisus Platform.Cash generation in the period was strong,resulting in cash reserves of$53.2m at 30 June 2017(FY16:$48.8m)after payment of$6.4m in dividends to shareholders,$5.5m

49、of tax payments and investing c.$6.6m into new product development and the Employee Benefit Trust.Investing for the futureThe Group continues to utilise its cash reserves to invest in our teams,organisation and infrastructure in the US and UK as they are all crucial elements of our build,buy or part

50、ner strategy as we further develop our value cycle platform.This includes further development of the Trisus Product Suite and Craneware Healthcare Intelligence,the Groups unique Cost Analytics and Resource Efficiency(CARE)solution.With our healthy cash balances and an undrawn$50m funding facility fr

51、om the Bank of Scotland,we have the resources to execute upon our strategic vision.First new product sales demonstrate execution of our vision We were delighted by the extremely positive customer response to the launch of our new cloud-based platform,Trisus,with the first product sales secured towar

52、ds the end of the year.We believe the innovation in Trisus positions us firmly at the forefront of an expanding market opportunity,as the long term shift in US healthcare to value-based care and increased consumerism continues unabated.The first product on the platform,Trisus Claims Informatics was

53、launched in June 2017,with early sales recorded towards the year end.During the current financial year we anticipate further product launches on the Trisus Platform.The dedication of our employees in Scotland and the US to our customers and their passion for innovation are the pillars on which our o

54、ngoing success is built.I would like to take this opportunity to thank them once again for all their hard work in the year.Their commitment has ensured Craneware has delivered revenue and profit growth for each of its ten years as a public company and has successfully transitioned into the execution

55、 phase of our long term strategy.Positive outlook for the businessWe remain positive that the business environment in the US will continue to be supportive for our business.The investments we have made in the business mean we have the product suite,people and scalability to drive long-term growth an

56、d we will continue to build Craneware with the future opportunity in mind.While always mindful of the global and US macro environment,the continued sales success,high levels of revenue visibility,continued cash generation and a record sales pipeline provide the Board with confidence in the success o

57、f Craneware in the year ahead.George Elliott Chairman 4 September 20175Cranewareplc AnnualReport2017“We have proven our ability to execute on our long term vision and are excited by the size of the opportunity now ahead of usKeith Neilson,CEO and co-founder“By expanding our offerings into operationa

58、l areas of the hospital,incorporating cost management and combining this with data from the revenue cycle we will provideunique insightCraig Preston,CFOStrategic Report:Operational and Financial ReviewOperational ReviewWith continued sales success and double digit financial growth,we have been inves

59、ting in Cranewares product suite and people.We made these investments to address the challenges we foresaw taking place in the US healthcare market.Our vision was to be the first to market with a unique range of broad solutions that help our customers in the new era of value-based care.We have expan

60、ded our product suite into the value cycle,adding new product areas;developed a new cloud-based technology platform,Trisus;and created a new Group business,Craneware Healthcare Informatics,addressing the significant healthcare analytics market.This will enable greater scalability of the business to

61、address the growing market opportunity.We are delighted to report that,with the early sales of our first Trisus product and the roll out to our first Craneware Healthcare Intelligence customers,this was the year in which we saw our vision become reality.We will continue to invest in the expansion of

62、 our business to support our customers as they navigate the ongoing re-imbursement model changes and the move towards value-based care.Through these initial product sales we have proven our ability to execute on our long term vision and are excited by the size of the opportunity now ahead of us.Mark

63、et and StrategyMarket drivers continue unabated While the US healthcare landscape continues to evolve,the fundamentals driving a long-term evolution of the landscape remain the same.The largest healthcare market in the world,the US consistently continues to fall short in its quest for value for the

64、healthcare dollars spent.A greater number of people need access to the healthcare system regardless of any pre-existing medical condition,a greater proportion of the population will soon reach the end of their working life and the cost of delivering healthcare is increasing,all putting an unsustaina

65、ble burden on the US and its citizens.New regulations,increasing requirements for reliable data analytics,emerging medical techniques and technologies,are all contributing to a major shift in the operational requirements of US healthcare providers.These factors are all driving the need for hospitals

66、 to have additional insight into their operational,clinical and financial data insight our value cycle solutions provide,together with the tools they need to effect change.In the era of value-based care,a hospital provider must understand and reduce the cost of care,increase margins so they can inve

67、st in future care delivery and simultaneously improve patient outcomes.We believe that we are among the first to market with solutions addressing the move to value-based care and are committed to continuing to innovate in this space in response to the needs of our customers.Meanwhile,as hospital lea

68、dership teams are focusing on controlling costs and increasing levels of care,consumers are facing ever increasing out-of-pocket costs as the healthcare model shifts a significant proportion of the payment responsibility to the patient,via high deductible plans.This is another area of focus for our

69、expanded value cycle product suite.The nearer-term reforms to healthcare which have been discussed over the past year,in light of a change in administration,remain consistent with the need to move toward value-based care in line with Cranewares strategy.Long-term strategy:to continue to expand our c

70、overage of the value cycleOur 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

71、this with data from the revenue cycle we will provide a unique insight into the management and analysis of clinical and operational data,providing the best possible outcomes for all.Our expansion will be achieved through a combination of extensions to the current product set,building products throug

72、h internal development,targeting potential acquisitions to buy and partnering with other technology and services companies.Cranewares value cycle solutions provide the financial insight and actionable data needed to navigate this evolving landscape and healthcare reform continues to drive a growing

73、demand for all our products.Approximately a quarter of all US hospitals are existing Craneware customers,providing us with a valuable platform for growth.The insight they provide us drives our strategy and we are committed to providing them with long-term strategic support.6Cranewareplc AnnualReport

74、2017Strategic Report:Operational and Financial Review Contd.Under the leadership of our SVP,Health Analytics,progress has continued at pace within this newly formed business.We now have a team of people in place with the initial phase of product development complete and the first early adopters secu

75、red,combining our initial models and algorithms with live hospital data.The results of this phase will provide us with invaluable insight as we approach general product launch scheduled for later in the year.AcquisitionsThe Board continues to assess acquisition opportunities to complement the Groups

76、 organic growth strategy and increase our product coverage of the value cycle.The Board adheres to a rigorous set of criteria to evaluate acquisition opportunities,including quality of earnings,strategic fit and product offering.In addition to the Companys cash reserves,an undrawn$50 million funding

77、 facility provides the Company with available resources to carry out strategic acquisitions if and when these criteria are met.Sales and Marketing The Group delivered good levels of sales to all segments of the US healthcare market,demonstrating continued sales momentum and the benefits of a support

78、ive market environment.Going forward the sales pipeline continues to be at record highs with opportunities across all strata of hospital,providing confidence that we are on a continuing path of accelerated revenue and profit growth in future years.During the year,sales to existing customers increase

79、d as a proportion of total new sales made.All new hospital sales provide opportunities for further product sales in the future.The average length of contracts with new customers continues to be in-line with our historical norms of approximately five years.This year,however,for all other contracts we

80、 have anticipated the crossover dates 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 20

81、21.As we factor in the resulting anticipated migration dates the consequence of this is to reduce the average effective length of all customer contracts signed in the year to approximately 4 years.Normalising FY16 contracts to the same average term and considering just underlying contracts(i.e.exclu

82、ding the three large system sales announced in the prior year),like for like sales in FY16 would be$34.2m as compared to$35.4m in FY17.As the healthcare environment continues to change,financial,operational,and clinical outcomes are tied together more than ever before.Trisus is Cranewares innovative

83、 commitment to providing high-value solutions for providers so they can improve margins and provide better patient outcomes.The first product launch took place in June 2017 with Trisus Claims Informatics.This product enables hospitals and healthcare systems to drive revenue growth and increase compl

84、iance by automating claims review through analysing for completeness,accuracy,and patterns of changing charging behaviour.The Trisus Patient Payment solution was also made available to early adopters during the year.The solution effectively addresses growing consumerisation within healthcare.The pas

85、t five years have seen an explosion of high-deductible health plans and an increasing out-of-pocket burden for patients.In many hospitals,patient payments represent a fast growing proportion of their revenue,yet is the most difficult and expensive portion to collect with a high reputational risk ass

86、ociated with pursuing delinquent individuals.The Trisus Patient Payment Module is a solution designed to increase patient billing satisfaction through the provision of flexible,web and mobile-friendly payment options and simplification of the billing process,while also improving point-of-service col

87、lection rates.Following successful completion of the early adopter phase we expect full general release later this calendar year.Further components of Trisus will be released throughout the current calendar year and beyond.With the componentised nature of the Trisus architecture we expect the roadma

88、p for future releases to accelerate as we complete on these initial solutions.Craneware Healthcare IntelligenceIn the second half of fiscal year 2016,Craneware formed a new Group company,Craneware Healthcare Intelligence,to develop and market Cost Analytics and Resource Efficiency(CARE)software to t

89、he US healthcare industry.CARE is a vital component within the emerging value cycle solutions market.The insight into costs,combined with correct reimbursement will enable our customers to better understand and improve their margins;allowing a greater understanding of resources available to invest a

90、nd in turn drive better patient outcomes both today and for the future.With the additional insight our products provide into Physician variability across the continuum of care,Craneware is able to demonstrate the tangible and valuable benefits of combining financial,operational and clinic data parti

91、cularly in better patient outcomes.We believe this area of the value cycle represents a market opportunity several times larger than that of our existing product portfolio.Product RoadmapOur product roadmap has four clear areas of focus:the development of our cloud-based Trisus Enterprise Value Plat

92、form;the continued evolution and support of our existing market-leading product suite as we migrate to Trisus;the development of new products to sit upon the Trisus Platform;and the development of cost analytics software by our newly formed Group company,Craneware Healthcare Intelligence.All of thes

93、e solutions will target areas of the value cycle,being the process and culture by which healthcare providers pursue quality patient outcomes and optimal financial performance,through the management of clinical,operational and financial assets.As we undertake these initiatives and consider the market

94、 opportunities these present,the Group has decided to accelerate investment in many areas as we have decided Build is the right way forward.Through the development already carried out over the last two years,we now have products or partnerships providing us with access to many of the data sources we

95、 require within the key clinical,operational and financial areas of a hospitals operations in order to build our full suite of value cycle solutions.Some of these areas now have live Craneware products,others are now entering development or will do so in the coming year.We believe the comprehensive

96、nature of our product portfolio,the data that this adds and sophistication of our technology platform,mean Craneware will have the ability to be at the forefront of innovation within the US healthcare market for many years to come.Trisus Enterprise Value PlatformWe have now launched the Trisus Enter

97、prise Value platform,the next generation of innovation in the value cycle.The cloud-based platform enables a suite of solutions for healthcare providers to identify and take action on risks related to revenue,cost,and compliance.We have a roadmap to move all our solutions onto the platform,as well a

98、s continuing to look for innovative combinations of our data sets into new unique product offerings.Trisus is designed to be versatile and expandable,growing alongside our customers as the healthcare industry continues to evolve.The platform provides an environment to gather,process,and deliver data

99、 across the continuum of care with an open architecture allowing for synergies between applications.Common components across applications,such as reporting,data import,analytics,workflows,user administration,and more,empower teams within a hospital to collaborate,become more efficient and productive

100、,and provide better financial outcomes.7Cranewareplc AnnualReport2017At the end of the contract term,we expect to see our renewal rates remain at their current high levels(well above 100%by dollar value),along with incremental additional sales,as customers move to the improvements brought to them by

101、 the Trisus Platform.AwardsChargemaster Toolkit was named Category Leader in the Revenue Cycle Chargemaster Management market category for the eleventh consecutive year in the annual 2017 Best in KLAS Awards:Software&Services.KLASs annual Best in KLAS report provides unique insight gathered from tho

102、usands of healthcare organisations across the US.The report includes client satisfaction scores and benchmark performance metrics.Financial ReviewFollowing our return to double digit growth in the prior year,it is pleasing to report this growth has continued in both revenue and adjusted EBITDA.As su

103、ch,we are reporting a growth in revenues for the financial year under review of 16%to$57.8m(FY16:$49.8m)which has resulted in an adjusted EBITDA of$18.0m (FY16:$15.9m).Underlying these results continues to be the contracts we sign with our hospital customers.These new contracts provide a license for

104、 a customer to access specified products throughout their license period.This license 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.It is at the end of these

105、license periods or a mutually agreed earlier date that customers renew with us or will modify contracts to license the Trisus Platform.It is anticipated that future renewals will be significantly enhanced by the move to Trisus.We measure renewal rates by dollar value as this specifically ties to how

106、 we are sustaining the underlying annuity base of revenue which is demonstrated through the three-year visible revenue detailed below.This metric measures last annual value of all customers due to renew in the current year and compares it to actual value these customers renew at(in total),including

107、upsell and cross-sell i.e.to demonstrate that we are maintaining or increasing our annuity.This metric for the current year is at 110%.Strategic Report:Operational and Financial Review Contd.Three Year Visible Revenue0102030405060$m50.15.70.238.814.90.229.024.60.3ContractedRenewalsOther recurring re

108、venueFY18FY19FY20As at 30 June 20178Cranewareplc AnnualReport2017Strategic Report:Operational and Financial Review Contd.We further build the annuity with our new product sales to new or existing customers(part way through their current license term).These elements make up our Annuity SaaS business

109、model(which is described in detail below)and is designed to deliver long term sustainable growth reducing the impact of any short term fluctuations in sales levels or contract timing.It is anticipated that our phased migration of all current products to the Trisus Platform will be complete no later

110、than 2021.This has meant that our reported average contract length across all contracts signed in the year,for the current“specified products”,has been impacted on a case by case basis to reflect this planned migration.As a result,the average contract length for all contracts signed in the year redu

111、ces from approximately five years to four years with a resultant effect on calculated Total Value of Sales in the Year.We are reporting New Sales in the year of$35.4m and Total Value of Contracts of$54.0m.Whilst on the surface not at the level reported in the prior year for total overall sales(FY16:

112、$58.6m and$82.3m respectively)the difference reflects the prior year announced enterprise wide sales,the anticipated impact of the Trisus migration on contract end dates and the cyclically low number of customers due for renewal in the year.These sales have contributed to a further 13%increase in ou

113、r three year visible revenue.This level of sales continues to support the ongoing growth of the business.Business ModelThe Groups Annuity SaaS business model and associated revenue recognition is designed to ensure the long-term growth and stability of the Group.Through this prudent approach to reve

114、nue recognition and consistent application of this model,the Group ensures it is focused on sustainable growth irrespective of any short term fluctuations in sales levels.The Annuity SaaS business model delivers a smoothing effect as the majority of the revenue resulting from all sales in any one pe

115、riod will be recognised over future periods.Individual sales add to the Groups long term visibility of revenue under contract.Under our model we recognise software license revenue and any minimum payments due from our other route to market contracts evenly over the life of the underlying signed cont

116、racts.As we sign new hospital contracts that provide our customers access to our products 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 license revenues we generate from each new sale,we normally

117、expect to deliver an associated professional services engagement.This revenue is typically separately identifiable from the license and is recognised as we deliver the service to the customer,usually on a percentage of completion basis.The nature and scope of these engagements will vary depending on

118、 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 professional services engagement,the period over which

119、 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.*As the Group signs new customer contracts for between three to nine years,the number and value of customers contracts c

120、oming to the end of their term(“renewal”)will 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 year*Contract end dates(therefore TCV)i

121、mpacted by phased Trisus Migration Reported RevenueNew SalesRenewals*03060RevenueFY13FY14FY15FY16FY17$m03060$mNew SalesLarge Enterprise SalesEarly Contract End Dates*FY13FY14FY15FY16FY17*03060$mRenewalsEarly Contract End Dates*FY13FY14FY15FY16FY17*9Cranewareplc AnnualReport2017In any individual year

122、,we would normally expect around 10%20%of revenues reported by the Group to be from services performed.Sales,Revenue and Revenue Visibility As a result of how revenue is recognised under the Annuity SaaS business model sales and revenue have different meanings and are not interchangeable.The charts

123、on page 8 show both our reported revenues and 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 customers at the end of their current contract terms.As the majorit

124、y of the revenue resulting from sales in the year will be recognised over future years,the financial statements do not appropriately reflect the valuable asset that is this contracted,but not yet recognised,revenue.As such,at every reporting period,the Group presents its“Revenue Visibility”.This KPI

125、 identifies revenues which we reasonably expect to recognise over the next three year period,based on sales that have already occurred.This“Three Year Visible Revenue”metric includes future revenue under contract revenue generated from renewals(calculated at 100%dollar value renewal)other recurring

126、revenueAs we are signing multi-year contracts with our customers and at the end of these contracts we are,on average,renewing these customers at 100%of dollar value,the Group is consistently building an underlying annuity base of revenue.The Three Year Revenue Visibility KPI is a forward looking KPI

127、 and therefore will always include some judgement.To help assess this,we separately identify different categories 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

128、 once invoiced will be recognised in the respective years(subject to future collection risk that exists with 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 t

129、o be recognised.As this category of revenue is assumed to renew at 100%of dollar value,we consistently monitor 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 futu

130、re but is monthly or transactional in its nature and as such there is increased potential for this revenue 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 2017(i.e.visible revenue for FY18,FY19 and FY20)ide

131、ntifies$163.8m of revenue which we reasonably expect to benefit the Group in this next three year period.This visible revenue breaks down as follows:future revenue under contract contributing$117.9m of which$50.1m is expected to be recognised in FY18,$38.8m in FY19 and$29.0m in FY20 revenue generate

132、d from renewals contributing$45.2m;being$5.7m in FY18,$14.9m in FY19 and$24.6m in FY20 other revenue identified as recurring in nature of$0.7mGross MarginsTypically,we expect the gross profit margin to be between 90 95%.The gross profit for the FY17 was$54.2m(FY16:$46.8m)representing a gross margin

133、percentage of 93.8%(FY16:93.9%)which is towards the top of our historical range.This reflects the correct matching of incremental costs incurred to obtain the underlying contracts with the associated revenue being recorded.EarningsThe Group presents an adjusted earnings figure as a supplement to the

134、 IFRS based earnings figures.The Group uses this adjusted measure in our 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

135、consistent with other similar companies and is frequently used by analysts,investors and other interested parties.Adjusted earnings represent operating profits excluding costs incurred as a result of acquisition and share related activities,share related costs including IFRS 2 share based payments c

136、harge,depreciation and amortisation(“Adjusted EBITDA”).In the prior year this also excluded the other income arising out of the conclusion of the contingent consideration arising from the prior year:the acquisition of Kestros.Adjusted EBITDA has grown in the year to$18.0m(FY16:$15.9m)an increase of

137、13%.This reflects an Adjusted EBITDA margin of 31.1%(FY16:31.8%).This is consistent with the Groups continued approach to making investments in line with the revenue growth.The Group also takes opportunities where they exist to accelerate investments in certain areas,such as development,to further b

138、uild 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 of investing in line with revenue growth,increasing by 17%to$36.2m(FY16:$30.9m).However we have also

139、taken the opportunity to increase our investment in Product Development.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 reimbursements and the Group is in a unique position with its value cycl

140、e strategy to help them meet the challenges these new reimbursement models bring.The Operating Review provides significant detail of our current ongoing development programs,including the Trisus Platform and the portfolio of products that will be part of this platform.We continue our Build,Buy or Pa

141、rtner strategy to build out this portfolio of products.As we undertake these initiatives and consider the market opportunities these present,the Group has decided to accelerate investment in many areas as we have decided Build is the favoured way forward.We do this whilst maintaining our current pro

142、duct offerings and ensuring they remain market-leading.This has resulted in an increase in the cost of development related to our current products and therefore a charge in the period of$9.1m(FY16:$7.7m),a 19%increase and therefore ahead of our revenue growth.In addition,we have made further investm

143、ents relating to the development of the new product offerings(“Build”),this includes our new cost analytics tool Trisus CARE.As these products have yet to be made available to our customers,the associated incremental costs have been capitalised,this has resulted in$3.5m(FY16:$2.0m)of capitalised dev

144、elopment spend in the year.These capitalised amounts represent further investment in our future and have been undertaken as we have concluded that it represents the most efficient and cost effective way to fulfil our value cycle strategy.We expect to see both the levels of development expense and ca

145、pitalisation continue the current trends as we progress with building out this solution set.Cash and Bank FacilitiesWe measure the quality of our earnings through our ability to convert them into operating cash.During the year we have seen continued high levels of cash conversion,achieving over 100%

146、conversion of our adjusted EBITDA into operating cash.The success of these very high levels of cash conversion has enabled us to grow our cash reserves to$53.2m(FY16:$48.8m).These cash levels are after paying$5.5m in taxation(FY16:$2.3m),investing$3.1m in our new Employee Benefit Trust,the$3.5m furt

147、her investment in new product development and returning$6.4m(FY16:$6.0m)to our shareholders by way of dividends.Strategic Report:Operational and Financial Review Contd.10Cranewareplc AnnualReport2017Strategic Report:Operational and Financial Review Contd.We retain a significant level of cash reserve

148、s and balance 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 opportunit

149、ies to add 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.Ev

150、ery year as 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 propo

151、rtion of revenue 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$5.9m(FY16:$6.0m)is the balance to be charged against future profit as we rec

152、ognise 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,

153、but 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 des

154、cribed 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

155、 accrued income and the prepayment of sales commissions,we therefore remain cash flow positive in regards to how we recognise revenue from 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 d

156、ollar denominated,we do have approximately one quarter of the cost base based in the UK relating primarily to our UK employees(and therefore denominated in Sterling).As a result,we continue to closely monitor the Sterling to US dollar exchange rate,and where appropriate,for example as was the case i

157、n the year,consider hedging strategies.During the year,we have seen some benefit of exchange rate movements,with the average exchange rate throughout the year being$1.2688 as compared to$1.4837 in the prior year.This benefit has allowed us to continue to release further investment whilst maintaining

158、 profit margins.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 effective tax rate remains dependent on the applicable tax rates in these re

159、spective 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,as well as the reducing rate of UK Corporation Tax and as such the current year effective tax rate is 20%(FY16:24%).EPSIn the year adj

160、usted EPS has seen the benefit of the increased levels of adjusted EBITDA combined with the lower effective tax rate reported above and as such has increased 20%to$0.514(FY16:$0.429)and adjusted diluted EPS has increased to$0.503(FY16:$0.423).DividendThe Board recommends a final dividend of 11.3p(14

161、.71 cents)per share giving a total dividend for the year of 20p(26.04 cents)per share(FY16:16.5p(22 cents)per share).Subject to confirmation at the Annual General Meeting,the final dividend will be paid on 7 December 2017 to shareholders on the register as at 10 November 2017,with a corresponding ex

162、-Dividend date of 9 November 2017.The final dividend of 11.3p per share is capable of being paid in US dollars subject to a shareholder having registered to receive their dividend in US dollars under the Companys Dividend Currency Election,or who register to do so by the close of business on 10 Nove

163、mber 2017.The exact amount to be paid will be calculated by reference to the exchange rate to be announced on 10 November 2017.The final dividend referred to above in US dollars of 14.71 cents is given as an example only using the Balance Sheet date exchange rate of$1.30197/1 and may differ from tha

164、t finally announced.Outlook We are delighted to report that,with record levels of revenue and profitability,the launch of our Trisus Platform with sales secured for the first Trisus product(Trisus Claims Informatics),and the launch of Craneware Healthcare Intelligence,this was the year in which we s

165、aw our unique vision of the value cycle turn from concept to reality.While laying out our vision for the value cycle over the last two years,Craneware has delivered double digit growth in our key metrics,including revenue and profit,supported by sales success throughout the period.We have expanded o

166、ur product suite into the value cycle;developed a new cloud-based technology platform,Trisus;and created a new Group business,Craneware Healthcare Intelligence,all significantly increasing the Companys total addressable market.At the same time we have been investing in improving our customers experi

167、ence and have returned in excess of$15m to shareholders by way of dividends and share buy backs.The unceasing evolution of the US healthcare market towards value-based care presents us with an ongoing,growing market opportunity and the investments we have made mean we now have the potential to deliv

168、er against this expanding opportunity.With our sales pipeline increasing each year,this increased scalability and opportunity,combined with our high levels of revenue visibility,strong cash position and extensive customer base provide us with confidence in Cranewares ongoing success.Keith Neilson Ch

169、ief Executive Officer 4 September 2017Craig Preston Chief Financial Officer 4 September 201711Cranewareplc AnnualReport2017Strategic Report:Key Performance Indicators and Principal Risks and UncertaintiesKey Performance Indicator ReviewRevenue Growth20172016Revenue$57.8m$49.8mGrowth16%11%Revenue for

170、 the year grew by 16%.This results from the combination of underlying sales levels combined with the Groups Annuity SaaS revenue recognition model.The recognition model,combined with continued high levels of customer retention,results in additional sales increasing the quantum of recurring revenue r

171、eported each year and through the long term nature of our contracts also increases the underlying visible revenue(see KPI below).Three Year Revenue Visibility20172016Three Year Revenue Visibility$163.8m$145.3mThe Groups revenue recognition model means the full benefit of current years sales are not

172、reflected in the current year financial statements.However,new sales add to the underlying annuity of recurring revenue and to demonstrate this the Group produces a Three Year Revenue Visibility KPI.This metric compares the growth in the three years contracted revenue,revenue subject to renewal and

173、other recurring revenue,for the same three year period starting 1 July 2017.Full details of how this is calculated are detailed in the financial review section of the Strategic Report.Adjusted EBITDA Growth20172016Adjusted EBITDA$18.0m$15.9mGrowth13%10%We take a measured approach to our investment,e

174、nsuring to invest to support the future growth of the Group.The increasing revenue growth has allowed us to 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 growth,wi

175、th the focus on delivering profitable growth to all stakeholders.Adjusted EPS20172016Adjusted EPS51.4 cents42.9 centsGrowth18%13%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 generates p

176、rofits in both the UK and the US,the overall level of which is determined by both the level of sales in the year and the level of professional services income.The Groups effective tax rate remains dependent on the applicable tax rates in each respective jurisdiction.Cash20172016Cash$53.2m$48.8mThe G

177、roup continues to convert very high levels of the Adjusted EBITDA reported in the year into operating cash flows which has resulted in an increase in cash balances of 9%.Overall Operating cash conversion continues above our long term target of 100%.12Cranewareplc AnnualReport2017Strategic Report:Key

178、 Performance Indicators and Principal Risks and Uncertainties Contd.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 busin

179、esses,and more specific to the Group and the market in which it 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 no

180、t include all risks associated with the Group and are not set out in any order of priority.Management of GrowthIssue:The Group continues to grow and is planning for further significant growth both organically and through acquisition.This could place strain on the Groups resources including managemen

181、t bandwidth.Actions:The Group has and continues to make significant investments to add to available resources and 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 visibilit

182、y to expected growth rates.This provides a foundation when planning in advance,including any additional resourcing necessary as a result of this growth.To ensure the correct infrastructure to support growth,assessments are performed and improvements are made within systems,policies and procedures an

183、d business controls are upgraded,as appropriate,across the Group.US Healthcare Evolution and ReformIssue:The US healthcare industry continues to evolve,with the value based reimbursement model and a shift towards consumerisation,the outcome and nature of this market is subject to continual change an

184、d 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 and actions they are taking.It has and it continues to develop significant industry expertise at all levels of management i

185、ncluding the Board of Directors.It actively promotes developing further experience throughout the wider organisation by,amongst other things:key hires adding to the industry expertise across the Group,both at operational and strategic levels;having independent industry experts attend and speak at in

186、ternal and external Company events;regular attendance by senior management at healthcare forums and industry education events;and customer forums.The Groups“value cycle”strategy strengthens our position as a trusted financial performance partner to hospitals and it continually enhances and expands i

187、ts product offerings to meet the evolving challenges.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,the

188、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 leaders o

189、f 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 23 to

190、27.Market ConsolidationIssue:The evolving market in US Healthcare continues to place significant pressure on Healthcare providers.Consequently,there is a significant amount of ongoing market consolidation.The result is the Groups market is increasingly dominated by larger Hospital Networks.Failure t

191、o enhance products,ensure scalability or add to the 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

192、suite,positions the Group forefront of providing solutions to US healthcare providers of all sizes.In addition,the Group continues to innovate and develop new products to meet evolving market needs,such as the ongoing development of Trisus CARE,the Groups new product in the cost analytics area.Intel

193、lectual Property RiskIssue:Failure to protect,register and enforce(if appropriate)the Groups Intellectual Property Rights 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

194、,as appropriate.The Group would vigorously defend itself against a third-party claim should any arise.The Group also has 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

195、data poses increasing reputational and financial risk to all businesses.In particular,the sharp rise in cyber and data related 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

196、 risk,it is clear that effective mitigation now go beyond building and operating security controls.While the Group will continue to invest in the strict physical and data security systems and protocols mentioned above it also carries specific insurance in this regard.The Group also recognises and su

197、pports that 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 Group continual

198、ly 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 ensure its p

199、roducts 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 future Group pe

200、rformance.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 profession

201、al 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 report on pag

202、e 21.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 continue to be compet

203、itive.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 opportunities that r

204、esult,as they arise.Craig Preston Chief Financial Officer 4 September 201713Cranewareplc AnnualReport2017Directors,Secretary,Advisors and SubsidiariesDirectorsG R Elliott(non-executive,Chairman)K Neilson C T Preston N P Heywood(non-executive)(Resigned 8 November 2016)R F Verni(non-executive)C Blye(n

205、on-executive)R Rudish(non-executive)Company Secretary&Registered OfficeC T Preston1 Tanfield Edinburgh EH3 5DAStockbrokers and Nominated AdvisorsPeel Hunt LLP120 London Wall London EC2Y 5ETRegistrarsCapita Registrars LtdThe Registry 34 Beckenham Road Beckenham Kent BR3 4TUBankersBank of ScotlandThe

206、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 Glasgow G1 2RGIndependent AuditorsPricewaterhouseCoopers LLPC

207、hartered Accountants&Statutory Auditors Atria One 144 Morrison Street Edinburgh EH3 8EXSolicitorsPinsent Masons LLPPrinces Exchange 1 Earl Grey Street Edinburgh EH3 9AQSubsidiariesCraneware,Inc.3340 Peachtree Rd NE Suite 850 Atlanta,GA 30326Craneware InSight,Inc.3340 Peachtree Rd NE Suite 850 Atlant

208、a,GA 30326Craneware Health1 Tanfield Edinburgh EH3 5DACraneware Healthcare Intelligence,LLC12570 Perry Highway Suite 110 Wexford,PA 1509014Cranewareplc AnnualReport2017Board of DirectorsGeorge R Elliott,64 Non-Executive Chairman:Appointed 10 August 2007George is non-executive Chairman of Calnex Solu

209、tions Ltd,an Ethernet test equipment manufacturer,Cooper Software Ltd,an enterprise and business intelligence solutions consultancy,Indigovision Group plc,a developer of complete end-to-end video security solutions,Optoscribe Ltd,which develops and supplies high performance 3D waveguide solutions fo

210、r the data and telecommunications industries and Visionware Ltd,a developer of master data management solutions.He is also a non-executive director of Par Equity Holdings Ltd,a venture capital company,which focuses on early stage high growth potential companies.Since 2007 he has been non-executive c

211、hairman/director of a number of technology companies,including MicroEmissive Displays Group plc,Corsair Components Inc,Kewill plc,Summit Corporation plc and Cupid plc.From 2000-2007 George was Chief Financial Officer of Wolfson Microelectronics plc,which was a leading global provider of high perform

212、ance mixed-signal semiconductors to the consumer electronics market.Previously,he was Business Development Director at McQueen International Ltd(now Sykes),a manufacturing and support services provider for software publishers,where he was responsible for strategic sales and marketing.George,formerly

213、 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.Keith Neilson,48 Chief Executive Officer&Co-founderKeith co-founded Craneware in 1999 and has served as its CEO ever since.Under Keit

214、hs guidance,Craneware became recognised as the pioneer in value cycle management and a leading provider of superior products and professional services.Keiths direction has helped Craneware to win multiple prestigious awards in such areas as international achievement,business growth strategy and inno

215、vation.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 Award of Excellence in the Business Strategy category.He received the UK Software&Technology Entrepreneur of the Year Award from

216、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,where he handled sales,marketing and technical consulting for companies with operations around the world.He studied Physics at Herio

217、t-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 Equity LLP,a board member of Code Clan,the Scottish Digital Skills Academy and the Scottish North American Business Council(SNABC

218、).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,46 Chief Financial Officer:Appointed 15 September 2008Craig was appointed to the Board on 15 September 2008,just as the

219、 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 States.Craig has significant experience in senior financial roles with other private and public technology compa

220、nies,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 development manager at London Bridge Software plc.During his time there,he also held the role of CFO for Phoenix I

221、nternational,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 States.Craig has a degree in Accounting and Financial Management from the University of Sheffield.He is also a mem

222、ber 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:15Cranewareplc AnnualReport2017Ron F Verni,69 Non-Executive Director:Appointed 1 May 2009Ron is currently a director of On Deck Capital,and on

223、 the Board of Advisors of the Robinson College of Business.Before that he was President&CEO of Sage Software,Inc,and a member of the Board of Directors of the Sage Group plc.Under his leadership,the company grew from less than$160 million in revenue to over$1 billion,from under 1,000 employees to ov

224、er 5,000,and from 1 million business customers to over 2.5 million.Ron also engineered over 20 acquisitions and oversaw their successful integration into the company.Prior to Sage Software,Ron was President and CEO of Peachtree Software,Inc.,a leading pioneer in business management solutions for sma

225、ll to medium size businesses.Ron also was a Vice President of Marketing with Automatic Data Processing,President and CEO of NEBS Software,Inc.,and the founder and CEO of ASTEC Software.Colleen Blye,57 Non-Executive Director:Appointed 12 November 2013Colleen Blye is the Executive Vice President and C

226、hief 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 academic medical center and includes the Albert Einstein College of Medicine.Colleen has a distinguished bac

227、kground 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 integrated healthcare delivery system comprising six hospitals and three nursing homes.Earlier,she served as

228、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 responsibility for treasury management,revenue cycle,financial reporting and planning,third-party contracting,suppl

229、y 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 Healthcare Financial Management Association.Russ Rudish,65 Non-Executive Director:Appointed 28 August 2014Russ Rudi

230、sh 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 Advisors,LLC,both healthcare professional services firms.Russ is also a principal in Healthcare IT Leaders and

231、 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 led the$2 billion global consulting,audit,tax and financial advisory business,developing the firms global he

232、alth care strategy.He is an active speaker and contributor to thought leadership on todays most pressing healthcare business issues.Board of Directors Contd.16Cranewareplc AnnualReport2017Directors ReportThe Directors present herewith their report and the audited consolidated financial statements fo

233、r the year ended 30 June 2017.Principal Activities and Business ReviewThe Groups principal activity continues to be the development,licensing and ongoing support of computer software for the US healthcare industry.The Company is required by the Companies Act to include a business review in this repo

234、rt.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 indicators(principally revenue,adjusted operating profit(before acquisition costs and share related payments,sha

235、re 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 the Strategic Report contained in pages 5 to 12 and is incorporated into this report by reference.A descr

236、iption 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 looking statements,these are made by the Directors in good faith,based on the information available to them

237、 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 underlying such forward looking statements or information.Financial Results and DividendsThe Groups revenue

238、for the year was$57.8m(2016:$49.8m)which has generated an adjusted profit before tax(before acquisition related matters(in Fiscal Year 2016)of$17.2m(2016:$15.0m).The full results for the year,which were approved by the Board of Directors on 4 September 2017,are set out in the accompanying financial

239、statements and the notes thereto.During the year the Company paid an interim dividend of 8.7p(10.7 cents).The Directors are recommending the payment of a final dividend of 11.3p(14.71 cents)per share giving a total dividend of 20p(26.04 cents)per share based on the results for 2017(2016:16.5p(22.0 c

240、ents).Subject to approval at the Annual General Meeting,the final dividend will be paid on 7 December 2017 to shareholders on the register as at 10 November 2017.The level of dividend proposed for the year continues the Companys stated progressive dividend policy based on the Groups retained annual

241、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.The primary focus of this developmen

242、t 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 12.The Directors regard investment in development activities a

243、s a prerequisite for success in the medium and long-term future.During the year development expenditure amounted to$9.1m (2016:$7.7m)net of expenditure capitalised of$3.5m(2016:$2.0m).Financial InstrumentsThe financial risk management strategy of the Group,its exposure to currency risk,interest rate

244、 risk,counterparty risk and liquidity is set out in Note 3 to the financial statements.Going ConcernThe Strategic Report on pages 5 to 12 contains information regarding the Groups activities and an overview of the development of its products,services and the environment in which it operates.The Grou

245、ps 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 consideration of:net cash reserves;continued c

246、ash 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 financial statements.DirectorsThe Di

247、rectors of the Company are listed on pages 14 and 15.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 resolution,including the Companys po

248、wer 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 Report on page 25.Share CapitalThe Com

249、panys issued and fully paid up share capital at 30 June 2017 was 26,961,709 Ordinary Shares of 1p each(2016:26,850,248 Ordinary Shares).The shares are traded on the Alternative Investment Market(AIM),a market operated by the London Stock Exchange.The Companys Articles of Association,which are availa

250、ble on the Companys website,contain the details of the rights and obligations attached to the shares.During the year,111,461 Ordinary Shares(2016:17,666 Ordinary Shares)were allotted to satisfy employee share options which were exercised in accordance with The Craneware plc Employees Share Option Pl

251、an 2007.Details of the Companys employee share plans,including the number of ordinary shares subject to employee share plan awards,are included in Note 8 to the financial statements.The Company has established an Employee Benefit Trust(EBT),The Craneware plc Employee Benefit Trust.As at 30 June 2017

252、 the EBT held 242,930 Craneware plc Ordinary Shares.The EBT waived its right to dividends in the year ended 30 June 2017.Further details regarding the EBT are contained in Note 18 to the financial statements.11.512.514.0FY13FY14FY15FY16Dividends/Share(pence)*Subject to approval at AGM16.520.0FY1717C

253、ranewareplc AnnualReport2017Directors Report Contd.Authority for purchase of own sharesAuthorisation was given by shareholders at the Annual General Meeting on 8 November 2016 for the Company to purchase up to 1,347,434 Ordinary Shares.The Company has not purchased any of its own shares during the f

254、inancial year(2016:nil).A resolution to renew this authority will be proposed at the 2017 Annual General Meetings.Directors and their InterestsThe interests of the Directors who held office at 30 June 2017 and up to the date of this report in the share capital of the company,were as follows:-2017201

255、6G R Elliott15,65015,650K Neilson3,459,7183,504,1303,475,3683,519,780Directors interests in share options are detailed in the Remuneration Committees Report on page 27.Substantial ShareholdersAs at 1 August 2017,the Company had been notified of the following beneficial interests in 3%or more of the

256、issued share capital pursuant to section 793 of the Companies Act 2006:No.of Ordinary 0.01 Shares%of issued share capitalLiontrust Asset Management4,782,45517.74K Neilson3,459,71812.83Hargreave Hale2,568,9649.53W G Craig2,450,2589.09AXA Investment Managers1,425,0005.29Shroder Investment Management1,

257、178,8244.37Baillie Gifford&Co Ltd1,111,8404.12D Paterson884,7583.28Artemis Investment Management880,6893.27FIL Investment International873,6553.24Indemnity of Directors and OfficersUnder the Companys Articles of Association and subject to the provisions of the Companies Act,the Company may and has i

258、ndemnified 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 is given in their favour.In addition,the Company has p

259、urchased and maintains appropriate insurance cover against legal action brought against Directors and officers.Corporate Social Responsibility&Environmental PolicyThe Group is committed to maintaining a high level of social responsibility.It is the Groups policy to support and encourage environmenta

260、lly sound business operations,with aspects and impact on the environment being considered at Board level.Recognising that the Groups operations have minimal direct environmental impact,the Group aims to ensure that:it meets all statutory obligations;where sensible and practical,it encourages working

261、 practices,such as teleconferencing,teleworking and electronic information exchange that reduce environmental impact;and recycles waste products wherever possible,encouraging use of environmentally friendly materials,and disposing safely of any non-recyclable materials.CustomersThe Group treats all

262、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 levels of customer service of outstanding quality.CommunityThe Group seeks to be a good corporate citizen respecting the laws of the countries in wh

263、ich it operates and adhering to best social practice where feasible.It aims to be sensitive to the local communitys cultural,social and economic needs.Charitable and Political ContributionsAs part of the Groups commitment to Corporate Social Responsibility it has continued to develop its“Craneware C

264、ares”program.The focus of Craneware Cares is to raise awareness and funds for charity.The focus for 2017 was the support of the Childrens Hospice Association Scotland(CHAS)in the UK and the Shriners Hospital for Children in the US.For 2018 the focus will again be the support of CHAS in the UK and Cr

265、eative Philanthropy in the US.Fund raising activities have already begun and these supplement 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

266、in fiscal years 2017 or 2016.Employees and Employee InvolvementThe Group recognises the value 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 incl

267、usive working environment and a culture of openness are maintained by the regular dissemination 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.The

268、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,religion,political or other opinion,disability or sexual orientation.The Group do

269、es 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,the Groups UK and US senior management teams meet regularly to review perfo

270、rmance 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 of the Group.18Cranewareplc AnnualReport2017Employment of Disabled PersonsApp

271、lications 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 made to ensure that their employment with the Group continues and the appropri

272、ate 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.Policy on Payment of PayablesRelationships with suppliers and subcontractors

273、 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 subcontractors.As a UK company,Craneware plc is bound by the laws of the UK,includin

274、g 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 practice to make payments to suppliers in accordance with agreed terms and c

275、onditions,generally within 30 days,provided that the supplier has performed in accordance with the relevant terms and conditions.Trade payables at 30 June 2017 represented,on average 18 days purchases(2016:19 days)for the Group and 13 days purchases(2016:21 days)for the Company.Annual General Meetin

276、gThe 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 at .The proxy card for registered shareholders is distributed along with th

277、e 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 financial statements in accordance with applicable law and regulations.Comp

278、any 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 Reporting Standards(IFRSs)as adopted by the European Union.In preparing these

279、 financial statements,the Directors have also elected to comply with IFRSs,issued by the International Accounting Standards Board(IASB).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 t

280、he Group and the Company and of the profit or loss of the Group 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 wh

281、ether applicable IFRSs as adopted by the European Union and IFRSs issued by IASB have been followed,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 co

282、mpany will continue in business.The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Companys transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that

283、 the financial statements comply with the Companies Act 2006.They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.The Directors are responsible for the maintenance a

284、nd 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 Director,as at the date of this report,has confirmed th

285、at 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 ought to have taken as a Director in order to make

286、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 reappointment will be proposed at the Annual General Meeting.A

287、pproved by the Board of Directors and signed on behalf of the Board by:Craig Preston Company Secretary 4 September 2017Directors Report Contd.19Cranewareplc AnnualReport2017Corporate Governance ReportThe Board of Directors(the Board)acknowledges the importance and continued applicability for this re

288、porting period of the principles set out in the UK Corporate Governance Code issued in April 2016(the“Code”).Although the Code is not compulsory for AIM listed companies,the Board recognises the importance of good corporate governance practices and therefore has applied the principles in line with b

289、est practice for an AIM listed company.This Report identifies 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,entrepreneurial and prudent management that can delive

290、r 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 responsible for the long-term success of the compa

291、ny.”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(Senior Independent Director),Colleen Blye a

292、nd Russ Rudish.As previously announced,Neil Heywood who was a non-executive Director for over 10 years did not stand for re-appointment at the 2016 AGM and resigned from the Board on 8th November 2016.Detailed biographies of all Directors are contained on pages 14 and 15.The Board meets regularly to

293、 discuss and agree on the various matters brought before it,including the Groups trading results.The Board is well supported by the Groups Operations Board(details of which are provided below)and a broader senior management team,who collectively have the qualifications and experience necessary for t

294、he 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,annual budgets and business plans,acquisitions,disposals,business development,annual reports and interim statements,plus any significant financing and capital

295、 expenditure plans.As part of this schedule,the Board has clearly laid out levels of devolved decision making authority to the Groups Operations Board.The Board has further established an Audit Committee and a Remuneration Committee details of which are provided below.The Board does not have a separ

296、ate Nominations Committee as the Company has again taken advantage of the Codes relaxations available to smaller companies and incorporated this function within the remit of the entire Board.Attendance of Directors at Board and Committee meetings convened in the year,along with the number of meeting

297、s that they were invited to attend,are set out below:BoardRemuneration CommitteeAudit CommitteeNo.Meetings in year833Executive DirectorsK Neilson8/8-C T Preston8/8-Non-Executive DirectorsG R Elliott8/8-N P Heywood*3/31/11/1R Verni7/83/33/3C Blye 8/83/33/3R Rudish*8/82/22/2*Resigned 8th November 2016

298、*Appointed to the Remuneration Committee and the Audit Committee on 8th November 2016Where any Board member 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 provides a detailed

299、 briefing along with the minutes of the meeting following its conclusion.As detailed in the Directors Report on page 17,the Company maintains appropriate insurance cover against legal action brought against Directors and officers.The Company has further indemnified all Directors or other officers ag

300、ainst 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 for the running of

301、 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 leadership of the Boa

302、rd,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 which comprises th

303、e Chief Financial Officer and six 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 and ensuring its ef

304、fectiveness 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 a depth of experie

305、nce 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 14.Non-Executive Directors“As part of their role as members of a unitary board,non-executive directors should construc

306、tively 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 employees,if the need

307、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 than annually,witho

308、ut 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 discharge their res

309、pective 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 financial reporting;both UK

310、 and US companies;acquisitions;and other listed companies.20Cranewareplc AnnualReport2017Corporate 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 values and standar

311、ds 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 Director is independ

312、ent in character and judgement and whether there are relationships or circumstances which are likely to affect,or could appear to affect,the Directors judgement.Appointments to the Board“There should be a formal,rigorous and transparent procedure for the appointment of new directors to the Board.”Wh

313、en a new appointment to the Board is to be made,consideration is given to 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 consid

314、eration being given,in regards to executive appointments,to internal and external 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 availabilit

315、y both to prepare for and attend meetings and to discuss matters at other 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 Grou

316、p has procedures in place for managing conflicts of interest and Directors 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 A

317、ssociation permit the Board to authorise the conflict,subject to such conditions 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 all

318、ocate sufficient time to the Company for them to be able to meet their responsibilities 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

319、 the Director biographies on pages 14 and 15.The Board has evaluated the time 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-exec

320、utive Director contracts are available for inspection at the Companys registered 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 the

321、ir skills and knowledge.”The Chairman is responsible for ensuring that all 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 rele

322、vant to the Groups business are provided to the Board by the Company Secretary/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 compli

323、ed with and that discussions and decisions are appropriately minuted.Directors 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 pr

324、ovided with an induction in order to introduce them to the operations and management of the business.Appropriate 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

325、Chairman,in conjunction with the Company Secretary,ensures input is gathered 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 openne

326、ss and healthy debate.At a minimum these board papers include the Financial 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 pro

327、vides all Directors with direct access to the senior management of the Company 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 o

328、f its committees and individual directors.”Following Neil Heywoods resignation,the Board reviewed the skills and attributes of the individual Directors to identify a skills set that would be required from a new non-executive Director.In addition,the remuneration and audit committees were reviewed fo

329、r both performance and skill sets.In regards to the committees,Russ Rudish has been appointed to both committees and Colleen Blye has been appointed chairman of the Audit Committee.The Board is proposing a full formal evaluation,in the current Financial Year.This is expected to take the form of a de

330、tailed questionnaire to be completed by each Director.This evaluation will include a review of the performance of individual Directors including the Chairman and the Board Committees.Overall the Board has concluded that its performance in the period under review had been satisfactory.This review pro

331、cess will be repeated and updated as appropriate.The Board has considered the Codes recommendation that the evaluation of the Board be carried out externally at least every three years.The Board recognises this recommendation is not applicable to AIM listed companies and has determined it was not ne

332、cessary to carry out an external review in the current year.Re-election“All directors should be submitted for re-election at regular intervals,subject to continued satisfactory performance.”Under the Companys Articles of Association,at every Annual General Meeting,at least one-third of the Directors

333、 who are subject to retirement by rotation,are required to retire and may be proposed for re-election.In addition,any Director who was last appointed or re-appointed three years or more prior to the AGM is required to retire from office and may be proposed for re-election.Such a retirement will count in obtaining the number required to retire at the AGM.New Directors,who were not appointed at the