Corporate governance

Marechale Capital Plc is not required to comply with the UK Corporate Governance Code (the ‘Code’) and does not voluntarily apply the full requirements of the Code. However, the Board of Directors is accountable to the shareholders of Marechale Capital Plc (the "Company") for good corporate governance and the directors use their reasonable endeavours to ensure that the Company’s governance arrangements do meet many of the requirements of the Code, and of the QCA’s Corporate Governance Code for Small and Mid-size Quoted Companies, which the Directors deem most relevant to an AIM company in light of the size, nature and scope of its activities. The Company is subject to the UK City Code on Takeovers and Mergers. The website was last updated on the 14th September 2017 and this information is being disclosed for the purposes of Rule 26 of the AIM Rules.

The Board of Directors

The Company is led and controlled by a Board comprising 3 executive directors and 1 non executive director. There is a schedule of matters specifically reserved to the Board for its decision and board meetings are held when required and no decision of any consequence is made other than by the directors. All directors participate in the key areas of decision-making, including the appointment of new directors, although there is no separate Nomination Committee due to the current size of the Board. The Board receives timely information on all material aspects about the Company to enable it to discharge its duties. All directors have equal responsibility in law for managing the Company's affairs and submit themselves for re-election at the Annual General Meeting at regular intervals. There are no specific terms of appointment for non-executive directors.

The Audit Committee

Comprising the Chairman and non executive director, the Audit Committee meets not less than once a year and the rest of the Board may attend at the invitation of the Audit Committee. The Audit Committee meets to review the effectiveness of the systems and controls within the Company, as well as reviewing the integrity of the financial information provided to the Board. The Audit Committee assists the Board in ensuring that the Company's published statements give a true and fair view and reviews the arrangements by which the staff of the Company may in confidence raise concerns about possible inappropriateness in the financial reporting of the Company or other matters.

The Remuneration Committee

Comprising the Chairman and non executive director, the Remuneration Committee is responsible for the Company's remuneration policy.

Relations with Shareholders

The Chairman is the Company's prinical contact with investors, fund managers, the press and other interested parties. At the General Annual Meeting private investors are given the opportunity to question the Board. 

Internal Controls

The Board acknowledges its responsibility for establishing and monitoring the Company's systems of internal control. Although no system of internal control can provide absolute assurance against material mis-statement or loss, the Company's systems are designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.

The key procedures that have been established and which are designed to provide effective control include:

Management Structure

The Board meets regularly and when required to discuss all issues affecting the Company.

Compliance

The Company has a framework for monitoring and managing the regulatory and compliance issues that the Company is required to comply with.

Financial Control

The Company has put in place a system for financial controls that are appropriate to a business of its size and nature. 

The Board regularly reviews the effectiveness of the systems of internal control and considers the major business risks facing the Company.  

Marechale Capital is an investment banking and corporate finance business

We use our established relationships and sector specialisation to raise capital and refinance high growth companies and funds primarily in the consumer brands, leisure and retail sectors.