No shareholder, other than those existing before its adoption, shall hold more than 10% of the issued share capital of the Company without the prior authorisation of the Board.
As Rogers Group expands its operations, its governance framework is continuously reviewed and modernised by its Board and its Board Committees to ensure that the evolving governance framework supports effective decision-making, embeds a corporate culture aligned with its values and strategy, and fosters sustainable growth.
Company's constitution key features
Board of Directors
The Board of Rogers assumes responsibility for leading and managing the organisation in line with all legal and regulatory requirements. Rogers is headed by a unitary Board comprising 12 seasoned directors who are drawn from a wide range of industries and backgrounds with a good balance of skills to promote the long-term sustainable growth of the Group.
All directors have access to the Company Secretary and the Senior Executives to discuss issues or to obtain information on specific areas or items to be considered at Board meetings or any other area they consider appropriate.
The Board has delegated specific responsibilities to three key Board Committees.
The Risk Management and Audit (RMAC) and Sustainability and Inclusiveness Committee (SIC) are chaired by Independent Non-Executive Directors, while the Corporate Governance Committee (CGC) is chaired by the Chair of the Board, a Non-Executive Director.
Internal Audit & Risk Management
Effective and agile risk management practices are integral to sustainable and responsible growth. The rollout of sound Risk Management practices across the Group is continuously reinforced.
The internal audit continues to focus on the areas of most significant risks to the Group to assure that mitigations and responses are in place.
The Head of Internal Audit and Risk Management provides an independent assurance that the Group’s risk management, governance, and internal control processes are operating effectively and evaluates risks and internal controls implemented by management to effectively manage risk within the tolerable level. He reports the main risks and internal control findings to the RMACs and Boards of subsidiary companies.
The risk management framework of Rogers encompasses its risk management structure, culture, journey, appetite, and approach.
Philosophy & strategy