The Board

The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, and consideration and approval of significant expenditure, financing and legal matters. The Group is currently led and controlled by a Board consisting of four Executive Directors and two Non-executive Directors. It is chaired by Stephen Palframan who is a non-executive Director. The Board considers that the Non-executive Directors are independent and that each has specific expertise and experience, which enhances the knowledge, judgment and overall performance of the Board.

Board committees

The Board has delegated certain responsibilities to Board Committees which operate within defined terms which are set out below. The members of the Audit Committee and Remuneration Committee are the two Non-executive Directors.

Directors

Don Babbs, the Chief Executive of the Company since 1988, started his career as a sales engineer for the British Aerospace Concorde sales team. He joined British Olivetti in 1980 where he became Software Manager (CAD/CAM) and ultimately Marketing Manger (CAD/CAM). During this time he investigated the prospects of solid modelling and managed a worldwide subsidiary network. He took on responsibility for corporate marketing of engineering workstations and CAD/CAM software for Olivetti in Italy before jointly establishing the Company in 1988.

Gerard O’Driscoll, the Research and Development Director of the Company since 1988, was employed at British Olivetti from 1976 to 1981 as a sales engineer and later Marketing Manager for CAM systems at British Olivetti, Marketing Executive CAD/CAM Systems for Racal Redac Ltd. and ultimately as Senior Consultant for CAD systems to Olivetti in Italy. He was one of the first to develop a 2D CAD system.

Richard Youhill, Appointed Sales Director on 5 March 2001. He joined the Group as UK Sales Manager in 1993 and has been responsible for both direct and dealer sales throughout the expansion of Vero subsidiary operations. Prior to joining the company, he was Sales Manager for a UK based supplier of CAD/CAM software and has over 14 years of UK and international experience in the sales & marketing of technical software.

Julie Randall, Appointed Finance Director in September 2003. Prior to her appointment she was employed in the role of Group Financial Controller at Vero. Julie qualified as a Chartered Accountant in 1988 and held a number of senior accounting positions in both private and public companies in the manufacturing and financial services sectors before joining the Group in June 2002.

Elliot I. Miller, the Non-Executive Deputy Chairman of the Company since 1997, is an American lawyer who has practiced law in New York and Connecticut since 1958. He has broad legal experience in corporate, partnership, securities and tax matters, including equity and debt financing transactions in the USA and internationally. He has served on the boards of Belgian, Indian and French joint ventures as well as American Companies. Mr. Miller’s responsibilities are primarily business and legal.

Stephen Palframan, the Non-Executive Chairman of the Company since 1999, was formerly Chief Executive of Bristow Helicopter Group Ltd, the world’s largest operator of twin-engined helicopters. He joined Bristow in 1988 as Finance Director and was instrumental in the £200m management buyout in 1991 from its parent company. As Chief Executive in 1996 he oversaw the subsequent sale of Bristow to an American group. Prior to Bristow he held senior financial positions with Northern Engineering Industries plc (now part of Rolls-Royce plc), Nabisco Brands Inc. and Ingersoll-Rand Inc. He qualified as a Chartered Management Accountant in 1979.