Corporate Governance

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

  • 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. 

  • The number of directors shall not be less than twelve (12) or more than fifteen (15) and the directors shall be appointed by the Company in General Meeting. The Company may, from time to time, by ordinary resolution increase or reduce the number of directors in office and may alter their qualifications if any. 
     

  • All dividends unclaimed for a period of five years after having been declared shall be forfeited and reverted to the Company. 
     

  • All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all business that is transacted at an Annual General Meeting, with the exception of the consideration of the accounts, balance sheets and the reports of the directors and Auditors, the election of directors in place of those retiring and the appointment of, and the fixing of the remuneration of the Auditors. 

  • In the case of an equality of votes whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands has taken place or at which the poll is demanded shall be entitled to a casting vote.
     

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.
 

Board Committees

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.
 

  • The team assists the Board in its duties relating to corporate governance provisions to be adopted so that the Board remains effective and complies with prevailing corporate governance principles and practices. 

    Members:

    • Jean Pierre Montocchio (Chairman)
    • Dr Guy Adam
    • Eric Espitalier-Noël
    • Philippe Espitalier-Noël

    Recommends to the Board:

    • Corporate governance provisions to be adopted
    • Executive remuneration and individual directors' remuneration
    • Board and Senior management appointments
       
  • The RMAC assists the Board in its oversight role in the financial reporting process, audit process, the company's system of internal controls and compliance with laws and regulations. 
    The Head of Internal Audit and Risk Management attends all meetings of the RMAC where risk and internal audit matters are discussed. 

    Members:

    • Vivian Masson (Chairman)
    • Eric Espitalier-Noël
    • Thierry Hugnin
       
  • The team assists the Board in its duties to meet its responsibilities in relation to the Group’s sustainability and inclusiveness guidelines. 

    Members:

    • Deonanand (Raj) Makoond (Chairman)
    • Mehul Bhatt
    • Audrey D’Hotman de Villiers
    • Philippe Espitalier-Noël        
    • Sandra Fayolle     
    • Celine Guillot Sestier
    • Cathie Hannelas
    • Damien Mamet
    • Christian Nanon
    • Alexandre Piat
    • Thierry Sauzier
       

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.
 

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