Energy drives governance

Governance at Rogers

Board of Directors

The Board of Directors of Rogers comprises 12 directors, of which 4 are executives, 5 are non-executives and 3 are independent, including the Chairman. The Chairman of the Board is elected by his fellow Directors and is responsible for leading the Board.

All directors have access to the Company Secretary and to 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 salient features of the Company's constitution

Ownership restrictions

  • 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.

 

Number of directors

  • 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.

 

No share qualification is required for a dictatorship

  • It shall not be necessary for a director to hold any share in the Company for the purpose of qualifying him for appointment as a director of the Company.

 

Power to increase capital

  • The Company may from time to time by ordinary resolution increase the share capital by such sum to be divided into shares of such amount as the Resolution shall prescribe.

 

Rights to Dividends and Apportionment

  • All dividends shall be apportioned and paid proportionately to the amount paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly.

 

Unclaimed Dividends

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

 

How far new shares to rank with shares in original capital

  • Except so far as otherwise provided by the conditions of issue, or by the Company’s constitution, any capital raised by the creation of new shares shall be considered part of the original capital, and shall be subject to the provisions herein contained with reference to the payment of calls and installments, transfer and transmission, forfeiture, lien, surrender and otherwise.

 

Proceedings at General Meetings - Special Business

  • All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also 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.

 

Casting Vote

  • 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.

 

 

Constitution

Board Committees

The Corporate Governance Committee and the Risk Management and Audit Committee of Rogers oversee the governance, risk and audit issues of Rogers’  four served markets.

  • Corporate Governance Committee

    (CGC)

    Members:
     

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


    Delegated authorities:
     

    Recommends to the Board:
     

    • Corporate governance provisions to be adopted
    • Executive remuneration and individual directors' remuneration
    • Board and Senior management appointments
       
    CGC - Terms of Reference

    Risk Management and Audit Committee

    (RMAC)

    Members:
     

    • Vivian Masson (Acting Chairman)
    • Eric Espitalier Noël and
    • Thierry Hugnin


    The Head of Internal Audit and Risk Management is in attendance at all meetings of the RMAC.


    Delegated authorities:
     

    Assists the Board in its duties relating to risk management, safeguarding of assets, the operation of adequate systems, control processes and the preparation of accurate financial reports and statements in compliance with legal requirements and accounting standards.

    RMAC Charter

    Position Statement of The Company Secretary

    (PSCS)

    • Ensures that the organisation complies with its constitutive documents and all relevant statutory and regulatory requirements, Code of Ethics and internal policies approved by the Board.
    • Guides the Board on how their responsibilities should be properly discharged in the best interests of the organisation.
    • Develops the agenda of the Board and Committee meetings, as well as Notice of Annual Meeting of Shareholders, in consultation with the Chairman and the CEO.
     
    Company Secretary - Position Statement

    Position Statement of The Chairman of the RMAC

    (PSRMAC)

    • Convenes and determines the frequency of meetings of the Committee.
    • Chairs effectively meetings of the Committee and ensures that adequate time is allowed for the discussion of complex and contentious issues.
    • Promotes a culture whereby all members’ contributions are encouraged and valued.
     
    Chairman of the RMAC - Position Statement

    Position Statement of The Chairman of the CGC

    (PSCGC)

    • Convenes and determines the frequency of meetings of the Committee.
    • Chairs effectively meetings of the Committee and ensures that adequate time is allowed for the discussion of complex and contentious issues.
    • Promotes a culture whereby all members’ contributions are encouraged and valued.
    • Agrees the agenda for meetings of the Committee with the CEO and Company Secretary.
     
    Chairman of the CGC - Position Statement