| Statement of directors'
responsibilities for the financial statements |
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| Company law in the United Kingdom requires the directors to
prepare financial statements for each financial year which give
a true and fair view of the state of affairs of the Company and
the Group and of the profit or loss of the Group for that period.
In preparing those financial statements, the directors are required
to: |
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_ select suitable accounting policies and then apply
them consistently; |
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| _ make judgments and estimates that are reasonable and
prudent; |
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| _ state whether applicable United Kingdom accounting
standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and |
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| _ prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the company
will continue in business. |
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| The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that
the financial statements comply with the Companies Act 1985. They
are also responsible for safeguarding the assets of the company
and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities. |
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| The maintenance and integrity of the Group's website
is the responsibility of the directors. The work carried out by
the auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred to the information contained in the financial
statements since they were initially presented on the website. |
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| Legislation in the United Kingdom governing the preparation
and dissemination of the financial
statements and other information included in annual reports
may differ from legislation in other jurisdictions. |
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Appointments to the Board
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| Each member of the Board brings different experience and skills
to the operation of the Board and its various committees. The
Board composition is kept under review and when a new appointment
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. Comprehensive, formal and tailored
induction is provided to new Board members. The Group has long
recognised the vital role that non-executive directors have in
ensuring high governance standards and maintains a significant
non-executive element of high calibre. |
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| In keeping with this commitment, Rene
Kern was appointed as a non-executive director to the Board
on 14 March 2003. Rene Kern
is a senior executive with General
Atlantic Partners who owned 12.8% of the shares of iSOFT Group
plc at the balance sheet date. |
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| Information and professional
development |
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| The directors have implemented appropriate reporting procedures
to ensure that they are supplied with timely, accurate and comprehensive
information to enable the Board to discharge its duties in full.
Existing Board members have many years of relevant experience,
all are responsible for ensuring continuing professional development
to maintain up to date and effective skills and knowledge. The
directors have access to seek independent advice, at the Group’s
expense, if necessary for the proper performance of their duties.
The directors also have access to the Company Secretary for his
advice and service. |
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| Performance evaluation
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| The Board monitors performance against the achievement of the
Group’s strategic objectives. Each executive director has
defined responsibilities for performance and measurement of achievement
includes a mix of financial and non-financial, together with predictive
and historic indicators. All directors are required to submit
themselves for re-election at regular intervals and at least every
three years, subject to satisfactory performance. |
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