Country of Incorporation and Operation
Springfield Properties plc is incorporated in Scotland (company number SC031286) and operates throughout Scotland.
The Directors recognise the importance of sound corporate governance and intend to comply with the Quoted Companies Alliance (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, Nick Cooper and Colin Rae and is chaired by Matthew Benson. The Audit committee includes determining and examining 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 Nick Cooper, Matthew Benson and Colin Rae. The Remuneration Committee includes reviewing 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, Sandy Adam and Colin Rae. 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.
Environmental, Social and Governance (ESG) Committee
The Environmental, Social and Governance (ESG) Committee comprises CEO, Innes Smith, Non-executive Director, Colin Rae, Group Corporate Communications Director, Karen Campbell, Group Safety, Health, Environment & Quality (SHEQ) Director, Ken Millar and Group HR Director, Heather Henderson. The ESG Committee includes overseeing the implementation of the Group’s overall ESG Strategy. The Committee also monitors current and emerging issues which may impact the business, performance or image of the Company. Additionally, the Committee studies investor feedback and oversees the Company’s reporting and disclosure with regard to ESG matters. The Committee makes recommendations to the Board concerning any policies, practices or disclosures which need adjusted in order to improve performance with regard to ESG matters and adapt to an ever-evolving market.
The City Code
Springfield Properties plc is subject to the UK City Code on Takeovers and Mergers.
QCA Code Compliance
We have set out our approach in relation to the QCA Code in the following document. Annual Report and Financial Statements. This code was last reviewed on 20th September 2023 and will be reviewed on an annual basis.
AGM Voting Results
Details of the voting at the AGM 2023 can be found in the following document. AGM Voting Results.
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Springfield Tax Strategy
Find information regarding Springfield's Tax Strategy Here.