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Board of Directors

NetDimensions' senior management team brings together extensive experience in the business software sector.

Ray Ruff
Chief Information Officer
(Born in 1955)

Ray co-founded NetDimensions, having joined the Group from Sybase. Ray previously served as open systems group manager at Unisys in the US. Ray holds an M.S. in computer science from the University of North Carolina at Chapel Hill. Ray is responsible for managing the technical and product development areas of the Group.

 

Jay Shaw
Chief Executive Officer
(Born in 1960)

Jay co-founded NetDimensions after more than a decade with NASDAQ-listed The Princeton Review (TPR). Jay's experience includes running TPR operations in the US and Asia, in which capacity he held executive responsibility for organising and delivering both academic and corporate training programs on a commercial basis. Jay taught English in China in 1984 and 1985. Jay is responsible for general Group management and sales.

 

Jeffery Cheung
Chief Financial Officer
(Born in 1960)

Jeffery is a Certified General Accountant (Canada) and member of the Hong Kong Institute of Taxation. He began his career as an audit accountant with Peat Marwick Mitchell & Co. in 1983. Prior to joining NetDimensions in 2001, Jeffery served in various roles, including financial controller of Oracle (HK) Limited and tax auditor with Revenue Canada. Jeffery holds a BA in accounting and financial management from the University of Sheffield and an MBA from Sheffield Hallam University. Jeffery served on the board of the Hong Kong branch of the Association of Certified General Accountants (CGA-HK) from 2001 - 2007. Jeffery is responsible for overseeing the finance, human resources and administrative functions of the Group.

 

Graham Higgins
Non-Executive Director
(Born in 1951)

Graham is currently learning & development manager at Cathay Pacific Airways Limited where he advises on all people development initiatives worldwide and on executive recruitment and development for the Swire Group. He is a member of Cathay Pacific IT Strategy Advisory Group, a role he has held at Cathay Pacific since 1999. Graham holds a Full Technical Certificate in Telecommunications (5th Year City and Guilds). Graham chairs the remuneration and AIM Rules compliance committees.

 

Sanjay Vaze
Non-Executive Director
(Born in 1955)

Since 1996 Sanjay has been the managing director of Prima Group Limited in Hong Kong, a company that provides corporate services to more than 275 Hong Kong and overseas companies. From 1977 to 1993 he held various executive positions with the State Bank of India. From 1993 to 1996 Sanjay served as vice president of ICS Trust Company Ltd. in Hong Kong. Sanjay is a certified associate of the Indian Institute of Bankers and holds BA Honours and MA degrees in economics from the University of Delhi in India. Sanjay also serves as a director of the Forum of Indian Professionals, a non-profit organisation of Hong Kong-based Indian professionals. Sanjay chairs the audit committee.

 

Roger Durn
Non-Executive Chairman
(Born in 1955)

Roger has held senior management positions in Asia Pacific, US, UK, Australian and Japanese companies including vice president and senior director positions at Novell, SilverStream Software, Sybase, Powersoft, Mitsubishi Electric, GEC Alsthom and Apricot Computers. Roger started his career in research and development in the electronics and software industry in the UK in the 1980s before moving into sales, marketing and business development. Roger is currently Asia Pacific director of EnterpriseDB, a US-based database company. Roger holds a degree in chemical physics from the University of Sheffield. Roger chairs the nomination committee.

 

Corporate governance

Whilst the Company is not subject to the Combined Code applicable to companies listed on the Official List, the Directors recognise the importance of sound corporate governance. The Directors intend to comply with the Corporate Governance Guidelines for AIM Companies published by the Quoted Companies Alliance in such respects as are appropriate for a company of its size, nature and stage of development. The Board comprises three Non-Executive Directors with relevant experience to complement the Executive Directors and to provide an independent view to the Board and the three Executive Directors.

The Board has established an audit committee, a nomination committee, a remuneration committee and an AIM Rules compliance committee with formally elegated duties and responsibilities.

The audit committee will be chaired by Sanjay Vaze and consists of the Non-Executive Directors. It will meet at least twice each year and will be responsible for monitoring the quality of internal control, ensuring that the financial performance of the Company is properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls. The committee will meet with the auditors at least once a year without the Chief Financial Officer (or any other of the Executive Directors) being present.

The nomination committee will be chaired by Roger Durn and consists of the Non-Executive Directors. It will meet at least twice each year and will be responsible for reviewing the structure, size and composition of the Board. Other Board members may be invited to attend meetings.

The remuneration committee will be chaired by Graham Higgins and consists of the Non-Executive Directors. It will meet at least twice
each year and will review the performance of Executive Directors and set the scale and structure of their compensation and review the basis of their service agreements with due regard to the interests of Shareholders. Other Board members may be invited to attend meetings. The remuneration committee will also make recommendations to the Directors concerning the allocation of share options to Directors and employees. No Director is permitted to participate in discussions or decisions concerning his own compensation. The remuneration and terms of appointment of Non-Executive Directors will be set by the Board. An AIM Rules compliance committee has been established which will meet at least twice a year and at any other time when requested by a member of the AIM Rules compliance committee.

The AIM Rules compliance committee will be responsible for, inter alia, monitoring the quality of internal procedures, resources and controls to enable compliance by the Company with the AIM Rules and the AIM rules for nominated advisers and to enable the Company to seek advice from its nominated adviser regarding compliance with the AIM Rules and the AIM rules for nominated advisers whenever it is appropriate to do so and to take such advice into account. In undertaking its duties, the AIM Rules compliance committee shall bear in mind the size, profitability and market capitalisation of the Company, its reputation, its performance relative to other similar companies, the performance of individuals and the best interests of shareholders. The AIM Rules compliance committee comprises of Graham Higgins, who will be chairman, Jay Shaw and Jeffery Cheung. The Company has adopted a share dealing code for Directors and key employees which the Directors believe appropriate for an AIM quoted company. The Directors will comply with Rule 21 of the AIM Rules relating to directors' dealings and, in addition, will take all reasonable steps to ensure compliance by the Group's applicable employees.