The fastest, open, infrastructure-independent, advanced analytics SQL database
Securely access and analyze enterprise (and public) text, audio & video data
An intuitive hunt and investigation solution that decreases security incidents
User and entity behavioral analytics that augments existing security tools and empowers security operations teams to identify and respond to the threats that matter before data is stolen
Autonomous operations through a business lens
Intelligent automation for service desk, configuration, and asset management
SQL analytics solution handling large amounts of data for big data analytics
High-scale protection of sensitive data at rest, in motion, and in use across systems
Agile/DevOps management for continuous quality and delivery
Manage and track requirements from idea to deployment
Plan, track, orchestrate, and release complex applications across any environment
Enable all aspects of SCCM with enterprise grade scalability, security, and compliance
Automate deployments for continuous delivery with drag-and-drop simplicity
Govern application lifecycle activities to achieve higher quality
Unify test management to drive efficiency and reuse
Integrated, component-based test framework that accelerates functional test automation
Accelerate functional test automation across web, mobile, API, and enterprise apps
Discover, design, and simulate services and APIs to remove dependencies and bottlenecks
Shift-left functional testing using the IDE, language, and testing frameworks of choice
Reliable and efficient test automation for functional and regression testing
Centralized, omnipresent lab to develop, debug, test, monitor, and optimize mobile apps
Learn more about the LoadRunner Family of solutions
Cloud-based solution to easily plan, run and scale performance tests
Project-based performance testing to identify performance issues
Easy-to-use performance testing solution for optimizing application performance
Collaborative performance testing platform for globally distributed teams
Discover, design, and simulate services and APIs to remove dependencies and bottlenecks
Identifies security vulnerabilities in software throughout development
Gain valuable insight with a centralized management repository for scan results
Manage your entire application security program from one interface
Provides comprehensive dynamic analysis of complex web applications and services
Builds packages of change artifacts to speed up mainframe application development
Enable faster, efficient parallel development at scale
A development environment that streamlines mainframe COBOL and PL/I activities
Intelligence and analysis technology that provides insight into core processes
Fuel mobile apps, cloud initiatives, process automation, and more
Future-proof core COBOL business applications
Maintain and enhance ACUCOBOL-based applications
Deliver application access—anywhere
Maintain and enhance COBOL systems
Maintain and enhance RM/COBOL applications
Connect COBOL applications to relational database management systems
Derive incremental value with real-time, relational access to COBOL data
Unlock business value with real-time, relational access to ACUCOBOL data
Connect ACUCOBOL applications to relational database management systems
Automatically understand and analyze Micro Focus COBOL applications
Build COBOL applications using Agile and DevOps practices
Deploy COBOL applications across distributed, containerized or cloud platforms
Modernize core business system infrastructure to support future innovation
Manage agile projects using a collaborative, flexible, requirements and delivery platform
Manage requirements with full end-to-end traceability of processes
Automatically understand and analyze IBM mainframe applications
Capture, analyze, and measure the value, cost and risk of application portfolios
Build packages of change artifacts to speed up mainframe application development
Build and manage packages of change artifacts to speed up mainframe application development
Provide multiple change management interfaces to maintain mainframe apps
Build and modernize IBM mainframe COBOL and PL/I applications
Enable faster, efficient parallel development at scale
Fuel mobile apps, cloud initiatives, process automation, and more
Manage mainframe files for fast problem resolution
Easily test mainframe application changes using flexible infrastructure
Compare and manage mainframe data, text, and directory files
Connect Dev and Ops by automating the deployment pipeline and reduce feedback time
Centralize planning and control for the entire software release lifecycle
Orchestrate and integrate processes for faster software development and delivery
Detect changes, synchronizes multiple environments, and restores failed systems
Execute IBM mainframe COBOL and PL/I workload on Windows, Linux and the Cloud
Execute modernized IBM mainframe workloads under Microsoft .NET and Azure
Modernize IBM, HP, and Unix application access across desktop and mobile devices
Web-enable IBM and VT application desktop access, Java free
Modernize Unisys mainframe application desktop access
Modernize IBM, HP, and Unix application desktop access
Automate IBM, HP, and Unix application desktop access
Create new applications and workflows with Web services and APIs for IBM, HP, and UNIX applications
Fuel analytics platforms and BI applications with Unisys MCP DMSII data in real time
Centralize host access management with identity-powered access control and data security
Modernize file transfer with security, encryption and automation, within and across the firewall
Learn how Advanced Authentication Connector for z/OS is a multi-factor authentication for all your IBM z/OS end points
Measure and manage terminal-based software deployment and usage
Centralize host access management with identity-powered access control and data security
Develop and deploy applications with a comprehensive suite of CORBA products
Build distributed applications at enterprise scale
Develop, deploy, and support CORBA 2.6 compliant middleware in C++ or Java
Connect applications on diverse operating environments
Email, IM, chat-based teamwork, anti-virus, anti-spam, disaster recovery, and more
Provides secure file access and sharing from any device
Provides secure email, calendaring, and task management for today's mobile world
Backup and disaster recovery solution that ensures critical email is always available
Seven essential tools to build IT infrastructures, including secure file sharing
Provides secure team collaboration with document management and workflow features
Provides single sign-on for enterprises and federation for cloud applications
Protect your sensitive information more securely with multi-factor authentication
File Reporter and Storage Manager solution suite bundle
File Reporter for OES examines OES network file systems and delivers intelligent file insights so you can make the most intelligent business decisions.
Provides secure file access and sharing from any device
Protects your key business systems against downtime and disaster
Simplifies resource management on a Storage Area Network and increases availability
File, print, and storage services perfect for mixed IT environments
Cloud-based endpoint backup solution with file sync and share, and analytics
Package, test, and deploy containerized Windows apps quickly and easily
Seven integrated products to help track, manage and protect endpoint devices
Provides reports that integrate licensing, installation and usage data
Provides automated endpoint management, software distribution, support, and more
Delivers identity-based protection for devices and features total protection
Proactive laptop and desktop data protection to automatically lock out threats
Automates patch assessment and monitors patch compliance for security vulnerabilities
Streamlines and automates the way you provide IT services to your business
Cloud-based, scalable archiving for regulatory, legal, and investigative needs
Archive all business communication for case assessment, search, and eDiscovery
Automate employee data and communication monitoring to meet regulatory compliance and internal initiatives
Mitigate risk across social media channels to meet regulatory compliance obligations
Helping organizations meet data privacy regulatory guidelines through the management & disposition of data.
Address the ever-changing needs of network data management
File analysis to discover, classify and automate policy on unstructured data
Discover what is being stored and who has access
Structured data archiving to retire outdated applications and reduce data footprint
Identity-driven governance of data & access
SaaS-based file analysis on all of your unstructured data
Respond to litigation and investigations quickly, accurately, & cost-effectively
SaaS-based file analysis on all of your unstructured data
File analysis to discover, classify and automate policy on unstructured data
Discover what is being stored and who has access
Address the ever-changing needs of network data management
Structured data archiving to retire outdated applications and reduce data footprint
Helping organizations meet data privacy regulatory guidelines through the management & disposition of data.
Securely access and analyze enterprise (and public) text, audio & video data
Secure backup and rapid restores for all structured and unstructured data to ensure business continuity
Backup and disaster recovery for diverse, dynamic, and distributed enterprise
Automate provisioning, patching, and compliance across the data center
Discover and manage configuration items (CIs) in Hybrid IT environments.
Simplify fulfillment automation and enforce governance
Automate and manage traditional, virtual, and software-defined networks
The first containerized, autonomous monitoring solution for hybrid IT
Automate IT processes end-to-end
Build, secure, and scale automated business processes across the enterprise
Engaging end-user experience and efficient service desk based on machine learning
A comprehensive threat detection, analysis, and compliance management SIEM solution
An intelligent log management solution that eases compliance burdens and accelerates forensic investigation for security professionals
A comprehensive log management solution for easier compliance, efficient log search, and secure cost-effective storage.
Download and deploy pre-packaged content to dramatically save time and management
A future-ready data platform that transforms data chaos into security insight.
User and entity behavioral analytics that augments existing security tools and empowers security operations teams to identify and respond to the threats that matter before data is stolen
A fully-featured, adaptable solution that simplifies the day-to-day use of SIEM
A comprehensive Security Orchestration Automation Response platform with cognitive automation, investigation service desk, process orchestration and SOC analytics.
Persistent file encryption, complete control, and visibility to simplify unstructured data security
Format-preserving encryption, tokenization, data masking, and key management
Omni-channel PCI compliance and data protection for end-to-end payments security
Email, file, and Office 365 protection for PII, PHI, and Intellectual Property
Saas cloud email encryption to protect information on Office 365
The full solution for secure automated file transfer management inside and across perimeters
Identifies security vulnerabilities in source code early in software development
Provides comprehensive dynamic analysis of complex web applications and services
Gain valuable insight with a centralized management repository for scan results
Manage your entire application security program from one interface
Gain visibility into application abuse while protecting software from exploits
Provisions and governs access to unstructured data
Provides an LDAP directory with incredible scalability and an agile platform
Provides automated user access review and recertification to remain compliant
Delivers an intelligent identity management framework to service your enterprise
Provides single sign-on for enterprises and federation for cloud applications
Move beyond username and passwords and securely protect data and applications
Multi-factor Authentication for all your IBM z/OS end points
Integrate the host with your modern security framework
Adapt the authentication and access experience to the risk at hand.
Enables users to reset their passwords without the help of IT
Streamlines authentication for enterprise apps with a single login experience
Protect and manage access to your APIs.
Enables IT administrators to work on systems without exposing credentials
Limits administrative privileges and restricts directory views to specific users
Edit, test and review Group Policy Object changes before implementation
Protect critical data, reduce risk and manage change with Change Guardian
Extend the power of Active Directory to Linux resources
Unify and centrally manage policies across multiple platforms.
Protect critical data, reduce risk and manage change with Change Guardian
Finds and repairs configuration errors that lead to security breaches or downtime
Provides easy compliance auditing and real-time protection for IBM iSeries systems
Protect your network and messaging system from malware, viruses, and harmful content
Scalable, end-to-end encrypted email solution for desktop, cloud, and mobile
Cloud-based endpoint backup solution with file sync and share, and analytics
Package, test, and deploy containerized Windows apps quickly and easily
Provides reports that integrate licensing, installation and usage data
Provides automated endpoint management, software distribution, support, and more
Delivers identity-based protection for devices and features total protection
Proactive laptop and desktop data protection to automatically lock out threats
Automates patch assessment and monitors patch compliance for security vulnerabilities
Streamlines and automates the way you provide IT services to your business
Seven integrated products to help track, manage and protect endpoint devices
Help you embed security throughout the IT value chain and drive collaboration between IT operations, applications, and security teams.
Help you to react faster and gain a competitive advantage with enterprise agility.
Accelerate your hybrid cloud outcomes with advisory, transformation and implementation services.
Application management services that let you out-task solution management to experts who understand your environment.
Strategic consulting services to guide your digital transformation agenda.
Fully functional use-case modeling, with pre-built integrations across the Micro Focus Software portfolio, showcasing real-life use-case
Expert security intelligence services to help you quickly architect, deploy, and validate your Micro Focus security technology implementation.
A service integration and management service that optimizes delivery, assurance, and governance in multi-supplier settings.
Get insights from big data with real-time analytics, and search unstructured data.
Get insights from big data with real-time analytics, and search unstructured data.
Get insights from big data with real-time analytics, and search unstructured data.
Mobile services that ensure performance and expedite time-to-market without compromising quality.
Get insights from big data with real-time analytics, and search unstructured data.
Comprehensive Big Data services to propel your enterprise forward.
All Micro Focus learning in one place
The board leads and controls the Company and has collective responsibility for promoting the long-term success of the Group. While the board delegates some responsibilities to its committees or, through the CEO, to management, it has agreed a formal schedule of matters that are specifically reserved for its consideration. These include constructively challenging and helping develop proposals on business strategy, financing arrangements, material acquisitions and divestments, approval of the annual budget, major capital expenditure projects, risk management, treasury policies and establishing and monitoring internal controls. At each meeting, the board reviews progress of the Group towards its objectives and receives papers on key subjects in advance of each board meeting. These typically cover:
Find out more in the full Schedule of Matters Reserved for the Board.
CA06 refers to the Companies Act 2006
CGC refers to the UK Corporate Governance Code 2018
DTR refers to the FCA's Disclosure and Transparency Rules
LR refers to the FCA's Listing Rules
PR refers to the FCA's Prospectus Regulation Rules
References to Audit, Nomination or Remuneration refer to the Board committee which will consider the item and make recommendations to the board for its final decision.
References to "the Company" shall be to Micro Focus International plc and references to "the group" mean the Company and its subsidiary undertakings.
Items marked * are not considered suitable for delegation to an ad hoc sub-committee of the board, for example because of CA06 requirements or because, under the recommendations of the CGC, they are the responsibility of an audit, nomination or remuneration committee, with the final decision required to be approved by the Board.
1.1 Responsibility for the overall management of the group. - CGC Principle A
1.2 Approval of the group’s purpose, values and strategy, including long term objectives and commercial strategy. - CGC Principles A and B
1.3 Approval of the annual operating and capital expenditure budgets and any material changes to them. Material changes defined as anything above:
3% for Revenue
3% for Operating Expenses
20% for Capital Expenditure
1.4 Oversight of the group’s operations ensuring: - CGC Principle O
1.5 Review of performance in the light of the group’s strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken. - CGC Principle C CGC Provision 1
1.6 Extension of the group’s activities into new business or geographic areas.
1.7 Any decision to cease to operate all or any material part of the group’s business.
2.1 Changes relating to the group’s capital structure including reduction of capital, share issues (except under employee share plans) and share buybacks (including the use of treasury shares).
2.2 Major changes to the group’s corporate structure, including, but not limited to acquisitions and disposals of shares which are material relative to the size of the group in question (taking into account initial and deferred consideration).
2.3 Changes to the group’s management and control structure.
2.4 Any changes to the Company’s listing or its status as a plc.
3.1 *Approval of preliminary announcements of interim and final results. - CGC Principle N Audit DTR 4.1- 4.4
3.2 *Approval of the annual report and accounts, including the corporate governance statement and remuneration report. - CA06 s414, s415 DTR 4 LR 9.8 CGC Principle N Audit
3.3 *Approval of the dividend policy.
3.4 *Declaration of the interim dividend and recommendation of the final dividend. - LR 9.7 DTR 6.1.13
3.5 *Approval of any significant changes in accounting policies or practices. - CGC Principles M & N Audit
3.6 Approval of treasury policies (including foreign currency exposure and the use of financial derivatives).
Ensuring maintenance of a sound system of internal control and risk management including: - CGC Principle O, Provisions 28 and 29 Audit UK Bribery Act 2010
5.1 Major capital projects exceeding the limit for procurement set out in the then current Company Chart of Approvals for Executive Directors.
5.2 Contracts which are material strategically or by reason of size, entered into by the Company (or any subsidiary) in the ordinary course of business, for example bank borrowings or acquisitions or disposals of fixed assets exceeding the limit for procurement set out in the then current Company Chart of Approvals for Executive Directors.
5.3 Contracts of the Company or any subsidiary not in the ordinary course of business, for example loans and repayments, foreign currency transactions, major acquisitions or disposals exceeding the limit for procurement or, if applicable, the specific limit for such item(s) set out in the then current Company Chart of Approvals for Executive Directors.
5.4 Major investments including the acquisition or disposal of interests of more than 5 per cent in the voting shares of any company or the making of any takeover offer. - DTR 5
5.5 Onerous contract terms including unlimited liability and parent company guarantees. This matter is delegated to Executive Directors, Finance and/or Legal functions as appropriate, as determined by the Chief Executive Officer.
6.1 Ensuring a satisfactory dialogue with shareholders based on the mutual understanding of objectives - CGC Principle D
6.2 Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting. - LR 13
6.3 *Approval of all circulars and listing particulars. Approval of routine documents such as periodic circulars about scrip dividend procedures or exercise of conversion rights could be delegated to a committee. - LR 13 PR 5.5
6.4 *Approval of press releases concerning matters decided by the Board or which may be price sensitive. The publication of Policy Statements (for example, on matters such as Modern Slavery and Gender Pay) which are required to be published by any member of the group from time to time do not require Board approval.
7.1 *Changes to the structure, size and composition of the Board, following recommendations from the nomination committee. - CGC Principle K Nomination
7.2 *Ensuring adequate succession planning for the Board and senior management so as to maintain an appropriate balance of skills and experience within the Company and on the Board. - CGC Principle J
7.3 *Appointments to the Board, following recommendations by the nomination committee. - CGC Provision 17 Nomination
7.4 *Selection of the Chair of the Board and the Chief Executive. - Nomination
7.5 *Appointment of the Senior Independent Director to provide a sounding board for the Chair of the Board and to serve as intermediary for the other directors when necessary. - CGC Provision 12 Nomination
7.6 *Membership and Chairmanship of Board committees following recommendations from the nomination committee. - Nomination
7.7 *Continuation in office of directors at the end of their term of office, when they are due to be re-elected by shareholders at the AGM and otherwise as appropriate. - Nomination
7.8 *Continuation in office of any director at any time, including the suspension or termination of service of an executive director as an employee of the Company, subject to the law and their service contract. - Nomination
7.9 *Appointment or removal of the company secretary. - CA06 Part 12 s270- 280 CGC Provision 16
7.10 *Appointment, re-appointment or removal of the external auditor to be put to shareholders for approval, following the recommendation of the audit committee. - CA06 s489 and s491 CGC Provision 25 Audit
7.11 Appointments to boards of subsidiaries and powers of attorney. This matter is delegated to the General Counsel to approve in accordance with a protocol agreed with the Chief Executive Officer or Chief Financial Officer and for the Board to be informed of such appointments at the next scheduled meeting.
7.12 Applications by directors to accept outside appointments. - CGC Provision 15
8.1 *Approving the remuneration policy for the directors and the remuneration of the directors, company secretary and other senior executives as determined by the Remuneration committee from time to time and subject to shareholder approval, if appropriate. - CGC Principle Q Remuneration
8.2 The Executive Directors determine the remuneration of the non-executive directors, subject to the articles of association and shareholder approval as appropriate1 . - CGC Provision 34
8.3 *The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval. - Remuneration
9.1 *The division of responsibilities between the Chair of the Board, the Chief Executive Officer and the Senior Independent Director, which should be in writing. - CGC Principle G and Provision 14
9.2 *Approval of terms of reference of Board committees. - CGC Provisions 17, 24 and 32
9.3 *Receiving reports from Board committees on their activities.
9.4 The Company’s Chart of Approvals
10.1 *Undertaking a formal and rigorous review annually of its own performance, that of its committees and individual directors. - CGC Principle L
10.2 *Determining the independence of non-executive directors in light of their character, judgment and relationships. - CGC Provision 10
10.3 *Considering the balance of interests between shareholders, employees, customers and the community and reviewing the engagement mechanisms with the Company's key stakeholders and ensuring they remain effective. - CA06 s172
10.4 Review of the group’s overall corporate governance arrangements.
10.5 *Receiving reports on the views of the Company’s shareholders to ensure that they are communicated to the Board as a whole. - CGC Provisions 3 and 12
10.6 Authorising conflicts of interest where permitted by the Company’s articles of association.- CA06 s177
11.1 Approval of policies, including: - CGC Principle A and C
11.2 Overseeing workforce policies and practices and ensuring they are consistent with the group's values and support its long term sustainable success. - CGC Principle E
11.3 Routinely reviewing (i) the adequacy and security of the Company's arrangements for employees to raise concerns anonymously and (ii) the reports arising from the operation of such arrangements, and ensuring that arrangements are in place for the proportionate and independent investigation of such matters and for follow up action. - CGC Provision 6
12.1 The making of political donations.
12.2 Approval of the appointment of the group’s principal professional advisers.
12.3 Commencement and prosecution of claims or litigation settlements (excluding license verification with customers) exceeding the limit for procurement set out in the then current Company Chart of Approvals for Executive Directors or being otherwise material to the interests of the group.
License Verification with customers and commencement and prosecution of claims and litigation settlements not reserved for the Board to be subject to approval by any two Executive Directors including the Chief Financial Officer.
12.4 Approval of the overall levels of insurance for the group including Directors’ & Officers’ liability insurance and indemnification of directors.
12.5 Reviewing regular reports from the Compliance Officer and keeping under review the adequacy and effectiveness of the Company’s compliance function. - UK Bribery Act 2010
12.6 Major changes to the rules of the group’s pension scheme, or changes of trustees.
12.7 Changes to this schedule of matters reserved for Board decisions.
Matters which the Board considers suitable for delegation are contained in the terms of reference of its Committees.
In addition, the Board will receive reports and recommendations from time to time on any matter which it considers significant to the group.