Role of the Board

The CSG Board is responsible for ensuring the existence of an effective corporate governance environment to safeguard the interests of the Company, its shareholders and, to the extent consistent with this primary duty, also take into account the interests of staff, clients and all other stakeholders in the company.

The Board meets regularly and is responsible for providing strategic direction, identifying significant business risks, approving major investment proposals and acquisitions, establishing goals and monitoring the achievement of these goals.

The Board is responsible for establishing criteria for Board membership, reviewing Board membership and the non executive Directors are responsible for nominating Directors for appointment to the Board.

Candidates initially appointed by the Board must stand for election at the next general meeting of shareholders. The company also has a Directors’ Code of Conduct which sets out standards to which each director will adhere whilst conducting his or her duties.These codes require a Director, amongst other things, to:

  • act honestly, in good faith and in the best interests of the Company as a whole;
  • perform the functions of office and exercise the powers attached to that office with a degree of care and diligence that a reasonable person would exercise if he or she were a director in the same circumstances; and
  • consider matters before the Board having regard to any possible personal interests, the amount of information appropriate to properly consider the subject matter and what is in the best interests of the Company.