RM2: Clever Pallets for Enlightened Supply Chains™
RM2 was founded in 2007 to develop and bring to market a revolutionary composite pallet and supply chain service platform. Since its inception, the Company has invested more than US $60 million in R&D for pallet manufacturing technology and design. In 2013, RM2 acquired Equipment Tracking UK for its pallet tracking and management software (ERICA), and in 2014 acquired DAQS technology for improved supply chain management and logistics efficiencies. In 2016, RM2 introduced the first Internet of Things (IoT) trackable pallet, allowing customers to trace pallet movements and monitor temperature and shock data, giving unparalleled insight into their supply chains and providing numerous opportunities for cost-savings. See the timeline of RM2’s history here.
RM2’s technology platform has since evolved through significant development into RM2 ELIoT®, the Company’s autonomous supply chain intelligence platform, embedded in its BLOCKPal™ pallets. BLOCKPal pallets are designed for optimal performance in a variety of demanding supply chains and are engineered for strength and durability, utilizing similar technology, composites, and high-performance adhesives as those used to keep fighter jets and airliners safe at 40,000 feet.
To service its growing customer base, the Company utilizes a network of over 30 logistics depots, operated by third parties. In addition, demand from increasingly hygiene-conscious sectors such as food and pharmaceuticals has led RM2 to open five automated pallet washing facilities in the US. The Company issues, retrieves, and sanitizes more than 1.5 million IoT pallets annually through this network in its cost-effective, scalable, and environmentally sustainable pallet pooling system.
Perishable supply chains are increasingly demanding IoT-enabled, hygienic, non-wood pooled block pallet solutions with reliably consistent quality. Yet, high manufacturing costs and asset loss rates render typical non-wood pooled pallets uneconomic in these high-volume, nationwide supply chains. Coupling the RM2 ELIoT technology platform with RM2’s high-quality, hygienic pallets responds to the market need while providing a strong value proposition for customers and highly effective asset control for RM2.
TRADING IN RM2 SHARES
Following the completion of the February 2022 recapitalization and redomiciliation, the shares of the new group parent company of RM2 are quoted in the OTC Pink Open Markets Group under trading symbol ARCW. An offer whereby minority shareholders will be able to exchange their shares in RM2 International Inc., the Luxembourg-incorporated former parent company of the group, for shares in RM2 is expected to be undertaken in due course.
BOARD OF DIRECTORS, RESPONSIBILITIES, AND COMMITTEES
The Directors recognize the importance of good corporate governance in the operation of RM2 (the “Company”) and its subsidiaries (together, the “Group”).
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 Non-Executive Directors to bring independent views to the Board, and provide strategic guidance to the executive Directors. Details of the current Directors, their roles and background are set out on the Company’s website at /boardofdirectors/
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.
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
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 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.
The members of the Remuneration Committee currently are:
- Dick Cashin, Chairman
- Eli Davidai, Member
- Ian Molson, Member
- Weston Quasha, Member