Corero Network Security plc ("Corero" or "the Company") is listed on the Alternative Investment Market (AIM) of the London Stock Exchange. Its ordinary shares carry the EPIC symbol CNS. Corero is subject to the UK City Code on Takeovers and Mergers. Corero Network Security plc is incorporated in England (registration number 2662978) and the group's main country of operation is the United States of America.
Information in this section is included in compliance with AIM rule 26 and was updated on 14 July 2014. As required by this rule, for a full description of the business see the About Corero page.
As an AIM listed company, Corero is not required to comply with the UK Corporate Governance Code however, the Company has regard to the requirements of the Code and its activities in these areas are described below.
Corero recognises its responsibility to provide entrepreneurial and responsible leadership to the Group within a framework of prudent and effective controls allowing assessment and management of the key issues and risks impacting the business. The Board sets Corero’s overall strategic direction, reviews management performance and ensures that the Group has the necessary financial and human resources in place to meet its objectives. The Board is satisfied that the necessary controls and resources exist within the Group to enable these responsibilities to be met.
Operational management of the Group is delegated to the Chief Executive Officer.
The Board of Directors comprises the non-executive chairman, two executive directors and two non-executive directors. To find out more about the Corero directors, see the Directors and Key Advisors page.
The composition of the Board of Directors is reviewed regularly. Appropriate training, briefings, and induction are available to all directors on appointment and subsequently as necessary, taking into account existing qualifications and experience.
Richard Last and Andrew Lloyd are considered to be independent.
Executive directors’ normal retirement age is 60 and non-executive directors’ normal retirement age is 65. One third of all directors are subject to annual reappointment by shareholders as well as any director appointed by the Board in the period since the last AGM. Richard Last and Ashley Stephenson (appointed 6 September 2013) will be offering themselves for re-election at the forthcoming AGM.
The Board of Directors meets on average once a quarter and additional meetings are held each year to review and approve the Group’s strategy and financial plans for the coming year. Each director is provided with sufficient information to enable them to consider matters in good time for meetings and enable them to discharge their duties properly.
All directors have access to the advice and services of the Company Secretary. There is also a procedure in place for any director to take independent professional advice if necessary, at the Company’s expense.
The Board also ensures that the principal goal of the Company is to create shareholder value, while having regard to other stakeholder interests and takes responsibility for setting the Company’s values and standards.
There is a documented schedule of matters reserved for the Board, the most significant of which are:
responsibility of the overall strategy and management of the Group;
approval of strategic plans and budgets and any material changes to them;
approval of the acquisition or disposal of subsidiaries and major investments, projects and contracts;
oversight of the Group’s operations ensuring competent and prudent management, sound planning and management of adequate accounting and other records;
changes relating to the Group’s capital structure;
final approval of the annual and interim financial statements and accounting policies;
approval of the dividend policy;
ensuring an appropriate system of internal control and risk management is in place;
approval of changes to the structure, size and composition of the Board;
review of the management structure and senior management responsibilities;
with the assistance of the Remuneration Committee, approval of remuneration policies across the Group;
delegation of the Board’s powers and authorities;
consideration of the independence of the non-executive directors; and
receiving reports on the views of the Company’s shareholders.
The Company has established a number of committees, details of which are set out below.
The Audit Committee members comprise Richard Last, who is the committee chairman, and Jens Montanana, and meets twice a year. The Group Chief Financial Officer and Group Financial Controller, and the Company’s external auditors attend the meetings. The Audit Committee considers the adequacy and effectiveness of the risk management and control systems of the Group. It reviews the scope and results of the external audit, its cost effectiveness and the objectivity of the auditors. It also reviews, prior to publication, the interim financial statements, preliminary results announcement, the annual financial statements and the other information included in the annual report.
The Remuneration Committee comprises Andrew Lloyd, who is the committee chairman, Jens Montanana and Richard Last. It meets at least twice a year and reviews and advises upon the remuneration and benefits packages of the executive directors. The remuneration of the chairman and non-executive directors is decided upon by the Board of Directors.
Due to the size of the Board of Directors, the directors do not consider there to be any need for a nominations committee. Issues that would normally be dealt with by a nominations committee are handled by the Board of Directors. The Board of Directors will review the need for a nominations committee on a regular basis.