Corporate Governance Statement
The Board and Management of RPMGlobal Holdings Limited (ASX:RUL) (the ‘Company’) consider that it is crucial to the Company’s long term performance and sustainability and to protect and enhance the interests of the Company’s shareholders and other stakeholders, that it adopts an appropriate corporate governance framework pursuant to which the Company and its related companies globally (the ‘Group’) will conduct its operations in Australia and internationally with integrity, accountability and in a transparent and open manner.
The Company regularly reviews its governance arrangements as well as developments in market practice, expectations and regulation. This Corporate Governance Statement has been approved by the Board of RPMGlobal Holdings Limited and explains how the Group addresses the requirements of the Corporations Act 2001, the ASX Listing Rules 2001 and the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 3rd Edition’ (the ‘ASX Principles and Recommendations’) and is current as at 30 June 2019.
Whilst the Board has elected not to formally early-adopt the 4th Edition of the ASX Principles and Recommendations, the Board has reviewed and updated a number of its governance policies and procedures and has made a number of updates in readiness of full alignment with the 4th Edition from 1 July 2020, including:
- updating the RPM Board Charter to reflect the Board’s involvement in ‘defining, approving and then instilling and continually reinforcing RPM’s culture, values of acting lawfully’ and to oversee that on an ongoing basis;
- adopting and implementing a new standalone Whistleblower Policy including an express requirement that material incidents be reported to the Board should they arise;
- adopting and implementing a new standalone Anti-Bribery and Corruption Policy including an express requirement that material incidents be reported to the Board should they arise;
- adopting and implementing a new Anti-Modern Slavery Policy; and
- updating RPM’s existing Code of Conduct (the ‘Code’) to include RPM’s existing Core Values and referencing the updated Whistleblower, Anti-Bribery and Corruption and Anti-Modern Slavery Policies and implement a new Code of Conduct specifically applying to suppliers to RPM.
Please view our Corporate Governance Statement and ASX Appendix 4G Key to Corporate Governance (Last Updated 23 August 2019) to review how RPMGlobal Holdings Limited and its global subsidiary companies comply with these principles.
At RPMGlobal Holdings Limited’s 2016 Annual General Meeting (AGM), shareholders approved the replacement of RPM’s constitution which is available to view here.
Board and Board Committees
RPMGlobal’s Board of Directors is accountable to shareholders for the performance of the company. The Board comprises three non-executive Directors and one executive Director.
The Board Charter sets out the responsibilities, power and authority of the Board and Board sub-committees, and the delegations to management.
RPMGlobal’s Board has established a number of committees to assist it in the performance of its duties. The committee rules and charters are as follows:
- Audit and Risk Committee Charter
- Human Resources and Remuneration Committee Charter
- Nominations Committee Charter
Policies and Codes
RPM has developed and adopted a number of policies and codes to guide Directors, management and personnel in the performance of their duties:
- Code of Conduct
- Supplier Code of Conduct
- Anti Bribery and Corruption Policy
- Whistleblower Protection Policy
- Diversity Policy and Australian Workplace Gender Equality Report
- Continuous Disclosure Policy and Market Disclosure Guidelines
- Shareholder Communications Policy
- Securities Trading Policy
- Margin Loan Policy