The Board of RBG Holdings plc is committed to good corporate governance and accordingly applies the corporate governance guidelines of the QCA Code. Follow this link, for details of how RBG Holdings plc complies with the UK Code.
The Board comprises of two executive directors and three non-executive directors. The Board has established the Audit Committee, Remuneration Committee, Nomination Committee and Disclosure Panel, with formally delegated duties and responsibilities as described below;
The Audit Committee is responsible for monitoring the integrity of the Company’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Company’s internal control and risk management systems, monitoring the effectiveness of the internal audit function, and overseeing the relationship with the external auditors (including advising on their appointment, agreeing scope of the audit and reviewing the audit findings).
The Audit Committee comprises of Keith Hamill, Victoria Hull and Marianne Ismail and is chaired by Marianne Ismail. The Audit Committee will meet at least twice a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee will also meet regularly with the Company’s external auditors.
The Remuneration Committee is responsible for determining and agreeing with the Board, the framework for the remuneration of the executive directors and other designated senior executives and, within the terms, of the agreed framework, determining total individual remuneration packages including, where appropriate, bonuses, incentive payments and share options or other awards. The remuneration of non-executive directors will be a matter for the chairman and the executive members of the Board. No director will be involved in any decision as to his or her own remuneration.
The Remuneration Committee comprises of Keith Hamill, Victoria Hull and Marianne Ismail and is chaired by Victoria Hull. The Remuneration Committee will meet at least twice a year and otherwise as required.
The Nomination Committee is responsible for monitoring the size and composition of the Board and the other Board committees. It is also responsible for identifying suitable candidates for board membership and monitoring the performance and suitability of the current Board on an ongoing basis.
The Nomination Committee shall have at least two members. The majority of the members of the committee should be independent non-executive directors.
The Nomination Committee comprises of Keith Hamill, Victoria Hull and Marianne Ismail, and is chaired by Keith Hamill. The committee shall meet at least twice a year and otherwise as required.
The Disclosure Panel is responsible for assisting and informing the decisions of the Board concerning the identification of inside information and/or price sensitive information, and to make recommendations about how and when the Company should disclose that information in accordance with the Company’s disclosure procedure manual, the Disclosure Guidance and Transparency Rules, the AIM Rules for Companies and MAR.
The Disclosure Panel comprises of Nicola Foulston, Robert Parker and Keith Hamill.