The Directors recognise the importance of sound corporate governance and intend to comply with the QCA Guidelines, to the extent appropriate for a company of its nature and size. The QCA Guidelines were devised by the QCA, in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies and have become a widely recognised benchmark for corporate governance of small and mid-sized quoted companies, particularly AIM companies.
The Audit Committee comprises Matthew Benson and Roger Eddie and is chaired by Matthew Benson. The Audit committee, inter alia, determines and examines matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the annual audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and internal control systems in use throughout the Group.
The Remuneration Committee comprises Roger Eddie and Matthew Benson and is chaired by Roger Eddie. The Remuneration Committee, inter alia, reviews and makes recommendations in respect of the Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to employees under the Share Plans.
The Nomination Committee comprises Matthew Benson, Roger Eddie and Sandy Adam and is chaired by Roger Eddie. The Nomination Committee considers the selection and re-appointment of Directors. It identifies and nominates candidates to fill Board vacancies and reviews regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and makes recommendations to the Board with regard to any changes.
The City Code
Springfield Properties plc is subject to the UK City Code on Takeovers and Mergers.