This page contains links to core management and financial information and has been designed to comply with the Rule 26 of the AIM Rules for Companies and the Quoted Companies Alliance Corporate Governance Code.
This page was last updated September 28, 2018.
The Directors recognize the importance of good corporate governance in the operation of RM2 (the “Company”) and its subsidiaries (together, the “Group”). The Company seeks, so far as is practicable and appropriate for a company of its size, stage of development, resources and nature, to comply with the provisions of the QCA Corporate Governance Code (the “QCA Code”) and to comply with the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange. As an AIM-quoted company, RM2 is required to set forth on its website and in its annual report how the Group complies with the QCA Code and where it departs from it.The QCA Code was developed by the Quoted Companies Alliance (“QCA”) in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. In application of the QCA Code, an index is available on the link below, indicating where the required QCA Code disclosures are found on the Company’s website and/or financial statements or explaining where Company does not comply with the QCA code. Further information on compliance with the QCA Code will be provided in the Company’s next annual report. The Company continually monitors and evaluates its corporate governance and strives to ensure it is in line with best practices in the industry and it remains appropriate over time.
The Board of Directors of RM2 (the “Board)”, under the leadership of its Chairman, is responsible for formulating, reviewing and approving the strategic direction of the Company. Meetings of the Board are held at least four times a year, with additional meetings as and when required.
The Company has appointed seven independent, Non-Executive Directors (“NEDs”) (including the Chairman), and the appointment of two further independent NEDs is pending approval at an EGM scheduled for October 3, 2018. The NEDs bring an independent view to the Board, and provide a balance to the executive Directors. At present, the Board has not appointed a Senior Independent Director. Details of the current Directors, their roles and background are set out on the Company’s website at http://rm2.com/boardofdirectors/
Application of the QCA Code
In the spirit of the QCA Code, it is the Board’s job to ensure that the Company is managed for the long-term benefit of all shareholders and other stakeholders with effective and efficient decision-making. Corporate governance is an important part of that job, reducing risk and adding value to RM2. The Board will continue to monitor the governance framework of the Company as it grows.
The Company remains committed to listening to, and communicating openly with, its shareholders to ensure that its strategy, business model and performance are clearly understood. The AGM is a forum for shareholders to engage in dialogue with the Board. The results of the AGM are published via RNS and on the Company’s website.
While Woodford Investment Management has the right to nominate a director for election to the Board, to date, they have not exercised this right. All continuing Directors stand for re-election at each annual general meeting of shareholders. The Company’s articles confer the broadest powers upon the Board to realize the Company’s object, with the exception of those powers expressly reserved for shareholders. The matters expressly reserved for shareholders include the approval of the annual accounts, the appointment of directors, the amendment of the Company’s articles of association and the increase or reduction of the Company’s share capital. All matters which have a significant impact on the Company or any of its subsidiaries are referred to the Board as a matter of practice. The Board has delegated the day-to-day management of the operation of the Company to the executive directors (with the power to sub-delegate) and retains for itself the items listed below:
- Determining the strategy of the Company
- Nominating the candidates for the Board of Directors to be approved by the shareholders
- Co-opting members to the Board of Directors in the case of a vacancy
- Nominating the auditor to be approved by the shareholders
- Appointing the Chairman of the Board of Directors
- Appointing the members and the chairmen of the Audit Committee and the Remuneration Committee
- Setting the agenda for and convening general meetings of shareholders
- Approving the annual accounts of the Company prior to their adoption by the shareholders
- Recommending changes to the capital structure to the shareholders
- Proposing changes to the Company’s articles of association
- Approving circulars and prospectuses to shareholders
- Proposing dividends, if any, to be approved by the shareholders
- Determining corporate governance
- Making changes to the audit policies
- Appointing senior executives
- Reviewing and approving the budget
- Approving major capital expenditures
Corporate Governance Committees
RM2 has also established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities.
The Audit Committee meets at least twice during the year and has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of RM2 is properly measured and reported on. The Audit Committee receives and reviews reports from the executive management team (including reports from members of the executive management team not on the Board) and external auditors relating to the interim and annual accounts and the accounting, risk management and internal control systems in use throughout RM2. The Audit Committee has unrestricted access to RM2’s external auditors.
The members of the Audit Committee currently are:
- Jan Dekker, Chairman
- Ian Molson, Member
- Lord Rose, Member
The terms of reference of the Audit Committee may be consulted here.
The Remuneration Committee reviews the performance of the executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee equity incentive scheme in operation from time to time, having due regard to the interests of Shareholders. In exercising this role, the Directors have regard to the recommendations put forward in the QCA Code and, where appropriate, the UK Corporate Governance Code and the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange.
The members of the Remuneration Committee currently are:
- Paul Walsh, Chairman
- Ian Molson, Member
- Lord Rose, Member
The terms of reference of the Remuneration Committee may be consulted here.
RM2 ia a world-wide group with operations in Europe and North America. Our key corporate and operating locations are set out on our offices page.
RM2 is registered in Luxembourg (Registration number: B 132 740).
As the Company is not incorporated in the UK, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
The Company is not subject to the UK City Code on Takeovers and Mergers.
Other than AIM the Company is not listed on any other exchanges or trading platforms.
Details of AIM Securities
Details of AIM Securities and the Company’s Issued Capital
RM2’s issued share capital is composed of 5,001,781,964 Ordinary Shares of US$0.01 each. 2,916,334 Ordinary Shares are held by the Company as non-voting treasury stock. Each Ordinary Share carries one vote. The total number of voting rights in the Company is equal to the number of outstanding Ordinary Shares, less treasury shares and less the shares not able to be voted due to restrictions applicable to certain holders specified in the Company’s articles, which totals 3,434,380,332 shares.
The Ordinary Shares are listed on the AIM Market of the London Stock Exchange (the “AIM securities”).
The percentage of AIM securities not in public hands as of June 18, 2018 is 83.4%.
|Shareholder||Number of Ordinary Shares||Percentage of issued Ordinary Share capital||Percentage of voting rights|
|Certain discretionary managed funds for which Woodford Investment Management Limited acting as discretionary investment fund manager||3,220,027,777||64.4%||48.2%*|
|R. Ian Molson and associated Family Trusts||295,860,083||5.9%||8.6%|
|Polygon Global Partners LLP||303,378,488||6.1%||8.8%|
There are no restrictions on the transfer of securities.
Nominated Advisor and Financial Advisor
Strand Hanson Limited
26 Mount Row
London W1K 3SQ
Strand Hanson Limited
26 Mount Row
London W1K 3SQ
Solicitors to the Company as to English Law
Dentons UKMEA LLP
One Fleet Place
London EC4M 7WS
Solicitors to the Company as to Luxembourg Law
Duro & Goebel
3, rue de la Chapelle
Grand Duchy of Luxembourg
Grant Thornton Audit & Assurance
89A, Parc d’Activité Capellen
Computershare Investor Services (Jersey) Limited
Jersey JE1 1ES
Computershare Investor Services PLC
Bristol BS13 8AE
Citigate Dewe Rogerson
3 London Wall Buildings
London EC2M 5SY