Solicitud de servicios y prestaciones económicas.

GEOFF UNWIN CHAIRMAN

Skills and experience Geoff has extensive experience in the technology services sector. He spent over 20 years at Hoskyns, the computer services company, as Managing Director at first, before becoming Executive Chairman. From 1990-2002 he held roles at Capgemini, rising to Chief Executive Officer in 2000.

Appointment Date: 1 December 2011. Term of Appointment: 4 Years. Independent: N/A. Other directorships and offices (current and recent): Current

Chairman of the Advisory Board of Palamon Capital Partners Non-Executive Director of Towry Holdings Limited

Chairman of Tryzens Holdings Limited

Past

Chairman of RD Card Holdings Limited

Chairman of OpenCloud Limited Chairman of United Business Media plc Chairman of Liberata plc

Chairman of Omnibus Systems Ltd Chairman of Alliance Medical Group Non-voting director of Capgemini S.A. Chairman of Taptu Limited Chairman of Halma plc Director of Gunwin Limited Board Committee membership Chairman of Nomination Committee

Member of Remuneration Committee

KEN LEVER

CHIEF EXECUTIVE OFFICER

Skills and experience Ken initially joined Xchanging in October 2010 as Chief Financial Officer. He became acting Chief Executive in February 2011 before becoming Chief Executive in June 2011.

Prior to Xchanging, Ken was a partner at Arthur Andersen. He served as a company director with Corton Beach plc, a small conglomerate (initially as Group Managing Director), and then as Finance Director of Alfred McAlpine plc, the international construction services group.

He spent four years at Albright & Wilson, the global chemicals group and eight years with Tomkins plc, the global engineering and manufacturing group formerly listed on the London and New York Stock Exchanges. Following this Ken moved into the role of Chief Financial Officer of Numonyx BV, based in Switzerland.

Appointment Date: 7 June 2011. Term of Appointment: N/A. Independent: N/A. Other directorships and offices (current and recent):

Current

Non-Executive Director of FM Insurance Company Limited Adviser to DAC Beachcroft LLP Board Committee membership None

Past

Non-Executive Director of Catesby Property Group plc. Ken Lever stepped down from the Board of Catesby Property Group plc on 26 February 2015

DAVID BAUERNFEIND CHIEF FINANCIAL OFFICER

Skills and experience David is a qualified Chartered Accountant having worked in the audit discipline with Deloitte & Touche, before gaining experience with Johnson Matthey plc and progressing to Head of Audit with Airbus.

David joined BAE Systems in 1998 where he became Financial Controller (Defence). Responsibilities included acting as the commercial lead in the creation of an HR shared services joint venture with Xchanging.

In 2001 David joined Xchanging HR Services Limited to oversee this joint venture. He has worked in almost all areas of the business in senior financial positions for over a decade. David was appointed to CFO of Xchanging in 2011.

Appointment Date: 7 June 2011. Term of Appointment: N/A. Independent: N/A. Other directorships and offices: None Board Committee membership None

IAN CORMACK

SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR

Skills and experience

Ian has wide experience of the City and financial markets together with first-hand experience of the insurance sector. He spent over 30 years at Citibank, latterly as UK Country Head and co-head of the Global Financial Institutions Group. Ian was Chief Executive Officer of AIG Europe from 2000-2002.

A former member of the Chancellor’s City Advisory Panel, he has served on committees for the London Stock Exchange, CHAPS, APACS and the European Securities Forum. He founded and ran (until 2008) Cormack Tansey Partners which provided strategic consulting to financial institutions.

Ian brings his acute insight of the insurance industry to Xchanging’s Board and his knowledge of financial markets to his role as Senior Independent Non-Executive Director. Appointment Date: 26 October 2012. Term of Appointment: 3 Years. Independent: Yes. Other directorships and offices (current and recent): Current

Senior Independent Non-Executive Director and Chairman of the Audit Committee at Bloomsbury Publishing plc

Chairman of Maven Income and Growth VCT 4 plc

Senior Independent Non-Executive Director and Chairman of the Remuneration Committee of Phoenix Group Holdings plc Non-Executive Director of National Angels Limited

Senior Independent Director and Chairman of the Risk Committee of Partnership Assurance Group plc Chairman of Temporis Capital LLP Past

Member of the Development Council for the National Theatre and Campaign Committee of Pembroke College, Oxford Non-Executive Director and Chairman of the Audit Committee of Aspen Insurance Holdings Ltd, Bermuda

C ORPOR ATE GO VERNANCE FINANCIAL ST ATEMENTS O THER INFORMA TION MICHEL PAULIN NON-EXECUTIVE DIRECTOR

Skills and experience Michel has more than 20 years’ experience in the

telecommunications industry as well as extensive experience of working in continental Europe.

In his early career Michel was a consultant for McKinsey & Company. Following this he became Chief Operations Officer of Louis Dreyfus Group’s major commodity trading business and also recently held the position of Chief Executive Officer of Neuf Cegetel.

Appointment Date: 1 January 2010, renewed in 2013. Term of appointment: 3 Years. Independent: Yes. Other directorships and offices (current and recent):

Current

Chief Executive Officer of Méditel Chairman of ERRAZA

Past

Chief Executive Officer of Neuf Cegetel

Chief Operations Officer at the Louis Dreyfus Group’s major commodity trading business Non-Executive Director Myriad Group AG

Non-Executive Director LDC SEV Independent Director of Bull S.A. Board Committee membership Member of Nomination Committee Member of Remuneration Committee

Ian Cormack continued...

SAURABH SRIVASTAVA NON-EXECUTIVE DIRECTOR

Skills and experience

Saurabh is one of India’s leading IT entrepreneurs, angel investors and venture capitalists and has a deep knowledge of the Indian IT market. He founded and chaired IIS Infotech, NASSCOM, and co-founded the Indian Angel Network. He also chairs the Indian operations of CA Technologies Inc., the US listed software business. He chaired the Indian Venture Capital Association and is Chairman Emeritus of TIE Delhi. Previously Saurabh has served on the Advisory Board of Imperial College Business School, London, and on the advisory boards of Uttarakhand and Himachal Universities in India. He serves on the Prime Minister’s National Innovation Council and on various government boards/ committees. Saurabh has been awarded a Lifetime Achievement award from the IT Industry in India and a Distinguished Alumnus from IIT Kanpur.

Saurabh brings to Xchanging’s Board this wealth of knowledge of the IT services industry in India. Appointment Date: 4 September 2012. Term of Appointment: 3 Years. Independent: Yes. Other directorships and offices (current and recent):

Current

Saurabh is on the board of a large number of unlisted Indian entities as well as being a trustee of the America India Foundation and Chairman of the Indian Venture Capital Association. Past

National Executive Committees of CII

BILL THOMAS

NON-EXECUTIVE DIRECTOR

Skills and experience Bill has more than 30 years’ experience of the IT services sector. He spent his early career at Marconi and SD-Scicon in a range of engineering, technical and programme management roles. For over 20 years he worked with EDS, starting as Director and General Manager, Aerospace Group Defence, and latterly running the EMEA services business. Following this, Bill worked at Hewlett Packard in Enterprise Services in the US and Europe. Since 2009 Bill has had a portfolio career involving business, universities and politics. Bill brings his deep understanding of IT service businesses to the Board and to his Chairmanship of the Remuneration Committee.

Appointment Date: 1 December 2011. Term of Appointment: 3 Years, renewed in 2014. Independent: Yes. Other directorships and offices (current and offices):

Current

Independent Director of GFI Software SARL

Non-Executive Director of The Co- operative Bank plc

Adviser on Defence and Business to the Labour Party

Chairman of the Advisory Board of Cranfield School of Management Member of the University Council of Cranfield University

Director of the Advisory Board at Leeds University Business School Past

Non-Executive Director of Balfour

STEPHEN WILSON

NON-EXECUTIVE DIRECTOR

Skills and experience Stephen has significant financial and business experience in both technology and outsourcing. He has spent most of his career in the IT industry, including 25 years with IBM where he was Chief Financial Officer for the UK and Ireland from 2002 to 2009.

In 2009 he joined Misys plc as Vice President Group Finance and became Chief Financial Officer in June 2010, taking Misys through its acquisition by Vista Equity Partners and its subsequent merger with Turaz in 2012. On 14 January 2013 he joined the Board of Genus plc and became Group Finance Director on 1 March 2013. He is also a Fellow of the Chartered Institute of Management Accountants. Stephen contributes to the Board his deep insight into the IT services and software industries, and his experience as a Chief Financial Officer to the role of Chairman of the Audit Committee.

Appointment Date: 1 July 2012. Term of Appointment: 3 Years. Independent: Yes. Other directorships and offices (current and recent):

Current

Executive Director of Genus plc Past

Executive Director of Misys plc Director of IBM UK Ltd. Board Committee membership Chairman of Audit Committee

Xchanging plc Annual Report 2014 50

Corporate governance report continued