Corero Network Security plc is listed on the Alternative Investment Market (AIM) of the London Stock Exchange. Its ordinary shares carry the EPIC symbol CNS. Corero Network Security plc is registered in England (registration number 2662978).
Information in this section is included in compliance with AIM rule 26. As required by this rule, for a full description of the business see the About Corero page.
The Board currently comprises the Chairman (who is a non-executive director), two executive directors, and two non-executive directors. The Group Financial Controller attends Board meetings in his capacity as Company Secretary.
The composition of the Board 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.
Executive director’s normal retirement age is 60 and non-executive director’s normal retirement age is 65. One third of all directors are subject to annual reappointment by shareholders.
The Board meets on average once a quarter and additional meetings are held each year to review and approve the Group’s strategy, financial plans for the coming year and annual interim results. 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. There is a formal schedule of matters reserved for the Board’s decision.
All Directors have access to the advice and services of the Company Secretary, who is also responsible for ensuring that Board procedures are followed. There is also a procedure in place for any Director to take independent professional advice if necessary, at the Company’s expense.
To find out more about our directors, see the Directors and Key Advisors Page.
The Company has established a number of committees, details of which are set out below.
The Audit Committee members comprise Mr Last and the Chairman of the Company, and meets twice a year. The Chief Financial Officer, 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 announcement, annual financial statements and other information included in the Annual Report. Mr. Last is the Chairman of the Audit Committee.
The Remuneration Committee members comprise Mr Lloyd, Mr Last and the Chairman of the Company. 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. Mr. Lloyd is the chairman of the Remuneration Committee.
Due to the size of the Board, the Directors do not consider any need for a nominations committee. Issues that would normally be dealt with by a nominations committee are handled by the Board. The Board will review the need for a nominations committee on a regular basis.