Corporate Governance
The Board is responsible for establishing the strategic direction of the Group, monitoring the Company’s performance against its business plan and its trading performance and appraising and executing development and acquisition opportunities. The Board currently consists of 3 executive directors and 2 non-executive director. David McArthur, Company Secretary, is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.
As an AIM quoted company, the Company is not obliged to, and does not currently comply fully with the corporate governance regime as set out in the Combined Code but intends to comply in so far as is reasonably practicable for a public company of its size and nature to the Quoted Companies Alliance's Corporate Governance Guidelines for AIM Companies, as amended.
David Mathewson and Vikram Lall are the independent non-executive directors for the purpose of the Combined Code.
The Board will meet regularly throughout the year and all necessary information will be supplied to the Directors on a timely basis to enable them to discharge their duties effectively. Additionally, special meetings will take place or other arrangements will be made when Board decisions are required in advance of regular meetings. The Board has established guidelines requiring specific matters to be subject to a decision by the full Board (with other matters delegated to Board committees). The Board is responsible for leading and controlling the Company and in particular for formulating, reviewing and approving the Company's strategy, budget, major items of capital expenditure and acquisitions and disposals.
The company has an established audit committee, remuneration committee and nominations committee. The remuneration committee will be chaired by David Mathewson and its other members will be Vikram Lall, David McArthur and Graham Robertson. The remuneration committee will determine the terms and conditions of service of the executive directors and certain senior executives, including their remuneration and grant of any options. The remuneration and terms and conditions of the non-executive directors are set by the Board.
The nominations committee will be chaired by David Mathewson and its other member will be Richard Corsie. The nominations committee will be responsible for identifying and appointing executive directors and identifying and recommending to the Board any non-executive directors.
The audit committee will be chaired by David Mathewson and its other member will be Richard Corsie. The audit committee will have primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Group is properly measured and reported on and for reviewing reports from the Company’s auditors relating to the Company's accounting and internal controls, in all cases having due regard to the interests of shareholders. The audit committee is responsible for ensuring that the financial performance of the Group is properly monitored, controlled and reported on. It will also meet the auditors without executive directors (other than Richard Corsie) being present and review reports from the auditors relating to accounts and internal control systems.
The Directors will comply with Rule 21 of the AIM Rules relating to directors' dealing as applicable to AIM companies and will also take all necessary steps to ensure compliance by the Company's applicable employees. On Admission, the Company will adopt a share dealing code which is appropriate for an AIM listed company, for this purpose.
AIM Rule Compliance Report
Corsie Group plc is quoted on AIM and, as such under AIM Rule 31 the Company is required to:
(1) have in place sufficient procedures, resources and controls to enable its compliance with the AIM Rules;
(2) seek advice form its nominated adviser ("Nomad") regarding its compliance with the AIM Rules whenever appropriate and take that advice into account;
(3) provide the Company's Nomad with any information it requests in order for the Nomad to carry out its responsibilities under the AIM Rules for Companies and the AIM Rules for Nominated Advisers;
(4) ensure that each of the Company's Directors accepts full responsibility, collectively and individually, for compliance with the AIM Rules; and
(5) ensure that each director discloses without delay all information which the Company needs in order to comply with AIM Rule 17 (Disclosure of Miscellaneous Information) insofar as that information is known to the director or could with reasonable diligence be ascertained by the director.
In order to ensure that these obligations are being discharged the Board has established a committee of the board (the "AIM Committee"), chaired by David Matthewson, a non-executive director of the Company with the other member being Vikram Lall.
Having reviewed relevant Board papers, and met with the Company's Executive Board and the Nomad to ensure that such is the case, the AIM Committee is satisfied that the Company's obligations under AIM Rule 31 have been satisfied during the period under review.