Corporate governance
Recognising the value and importance of high standards of corporate governance
The Directors recognise the value and importance of high standards of corporate governance and have adopted the UK Corporate Governance Code published by the Financing Reporting Council (the “Corporate Governance Code”).
Whilst the Board is fully supportive of the need for robust corporate governance to ensure Rosebank’s business is well-managed, the Board’s view is that it is disproportionate to apply all the principles of the Code given the short period from admission to AIM and the current size of the Board and employee base. Consequently, Rosebank is phasing its compliance with a number of provisions in the Code and these are addressed and explained in more detail in the Annual Report for the year ended 31 December 2024. It is anticipated that after the first acquisition, the Company will be in full compliance with the Code.
The Company has a Board who has delegated certain oversight authority to three key Committees: Audit, Remuneration and Nomination. In accordance with the Code, each Director was elected by the Company’s shareholders at the Company’s first AGM on 8 May 2025. The Board recognises that it does not currently meet all the composition requirements included in the Code, although it is currently appropriate for the size and stage of the Company. Addressing this will be a focus of the Nomination Committee in making further Non-executive Director appointments as the Company grows.
The Corporate Governance Code recommends that at least half the board of directors of a UK-listed company, excluding the Chair, should comprise non-executive directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement (“Independent Non-Executive Directors”).
The Board currently comprises the Independent Non-Executive Chair (the “Chair”), one Independent Non-Executive Director and two executive Directors (the “Executive Directors”). It is intended that additional non-executive Directors will be appointed to the Board shortly after an initial acquisition.
The Corporate Governance Code recommends that the board of directors of a company should appoint one of the independent non-executive directors to be the senior independent director to provide a sounding board for the Chair and serve as an intermediary for the other directors and shareholders. Christopher Miller has been appointed as Senior Independent Director.
The audit committee determines the terms of engagement of the Company’s auditors and, in consultation with the Company’s auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use by the Company. The audit committee has unrestricted access to the Company’s auditors.
The nomination committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board and for identifying potential candidates to be appointed as Directors or committee members as the need may arise. If the need should arise, the Directors may set up additional committees as appropriate.
The remuneration committee reviews the scale and structure of the Executive Directors’ future remuneration and the terms of their service agreements with due regard to the interests of shareholders, although the Company has established a remuneration policy and a long-term incentive plan as at Admission. No Director will be permitted to participate in discussions or decisions concerning his own remuneration.
The Board has appointed Prism Cosec Limited as its Company Secretary. All Directors are able to access the advice and services of the Company Secretary at the Company’s expense. The Company Secretary acts as secretary to the Board, the Audit Committee, the Nomination Committee and the Remuneration Committee.
The Board delegates responsibility for entrepreneurial leadership and the strategic management of the Rosebank Group to the Rosebank Founders and Key Senior Executive Team, led by the Group Chief Executive, the Group Finance Director and the Heads of Transactions, Analytics and North America (the “Founders” or “Key Senior Executives”), all of who attend Board meetings by invitation.