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 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 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
RM2 is incorporated in Luxembourg in the European Union. Following the United Kingdom’s exit from the European Union, depositary interests representing the shares of companies incorporated in the European Union will no longer be permitted in the CREST settlement system in the UK except under certain circumstances which are not available to RM2. As the Asset Match platform uses the CREST settlement system to settle trades, RM2’s shares will no longer be eligible for auctions after June 30, 2021. A final auction in the shares is scheduled for June 23, 2021, thereafter RM2 shares will no longer be available for trading on Asset Match. RM2 has been pleased to be able to offer a secondary trading facility to its shareholders since delisting and regrets that its shares will no longer be eligible for the Asset Match platform after June 30, 2021. Any questions relating to trading on Asset Match may be directed to email@example.com.
In addition, as a further consequence of this regulatory change, the Depositary Interest facility the Company had entered into with Computershare Investor Services plc will be cancelled effective June 30, 2021 and any RM2 shares held via Depositary Interests will be withdrawn from the CREST system and Depositary Interests will be cancelled. Such holdings in RM2 will be recorded directly on the share register of the Company maintained by Computershare. The cancellation of the Depositary Interests and the recording of RM2 shareholdings on the share register will occur automatically; shareholders are not required to take any action. A statement will be issued to Depositary Interest holders by Computershare in respect of their holding on the share register. RM2 shareholders may view their balances online by registering at www.investorcentre.co.uk.
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 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. RM2 sets 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. 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.
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. 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 /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.
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 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:
- Ian Molson, Member
- Lord Rose, Member
The terms of reference of the Remuneration Committee may be consulted here.