Corporate Governance

Overview

As an AIM listed company, Corero is not required and nor does it 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.

The Board

Corero recognizes 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 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.

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.

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.