Companies that are admitted to trading on AIM are not required to comply with the UK Corporate Governance Code. However, as members of the Quoted Companies Alliance (QCA) the Directors will comply with the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies, published from time to time by the QCA, to the extent that they believe it is appropriate in light of the size, stage of development and resources of an AIM-quoted company.
The Board reviews all matters relating to Corporate Governance at its regular Board meetings and ensures that where appropriate, the company aligns itself with the QCA’s “12 principles of corporate governance” to place greater emphasis on the delivery of growth in long term shareholder value. This also includes matters pertaining to takeovers.
The Company has adopted, and will operate a share dealing code for Directors and other applicable employees under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies.
The Directors are responsible for the management of the business of the Coral group, setting its strategic direction and establishing its policies. It is the responsibility of the Directors to oversee the financial position of Coral and to monitor its business and affairs on behalf of its Shareholders, to whom the Directors are accountable.
The primary duty of the Directors is to act in the best interests of the company at all times. The Board also addresses issues relating to internal control and Coral’s approach to risk management.
Coral has a remuneration committee, a nominations committee and an audit committee with formally delegated duties and responsibilities.
The remuneration committee, which comprises the executive directors and the managing director and chaired by the executive Chairman, is responsible for determining Coral’s policy for the remuneration of the executive Directors. It regularly considers the compensation commitments of the Directors in the event of early termination of their service contracts.
The nominations committee, which comprises the non-executive directors and the managing director and chaired by the executive Chairman, is responsible for the recommendation to the Board for the appointment of additional directors or replacement of current directors. It is also responsible for succession planning for the company.
The audit committee, which comprises the non-executive directors and chaired by the executive Chairman, meets on a regular basis under its terms of reference with the finance director and external auditors to review the financial statements and external financial announcements made by the company. It has responsibility for reviewing and monitoring the external auditors’ independence and objectivity and reviews supplies of all non-audit services provided by the external auditors to ensure that independence and objectivity are not compromised.
The Company is subject to the UK City Code on Takeover and Mergers.