Corporate Governance

ROK recognises the importance of appropriate corporate governance controls while taking into account the specific nature of the business of the group. As a consequence, ROK will be implementing a corporate governance regime which is closely aligned to the UK Corporate Governance Code.

Information regarding the Board and its Committees is provided below.

The Board

ROK is run day-to-day by a senior management team overseen by a Board of Directors which will include at least one non-executive director. The Board focuses on formulation of strategy, control and review of business performance.

Committees

ROK will establish an Audit committee and a Remuneration and Nomination committee, with formally delegated duties and responsibilities. Both committees will be constituted when the company has two non-executive directors in place.

Remuneration and Nomination Committee

The Board of Directors is of the opinion that the size and nature of the group does not justify setting up two distinct committees to deal with remuneration and nomination-related matters. Accordingly it intends to establish a combined Remuneration and Nomination committee comprising two members, each of whom will be a non-executive director. This committee will ensure all executives will be provided with appropriate incentives to encourage enhanced performance in a fair and responsible manner and will be responsible for reviewing the structure, size and composition of the Board.

Audit Committee

An Audit committee will be established comprising two members, each of whom will be a non-executive director. At least one of the committee members will be a person considered by the Board to have recent and relevant financial experience. The Audit committee will be responsible for reviewing the adequacy of the strategies and policies for risk management and control set by the Board.

The system of internal control will be designed to enable ROK to achieve its corporate objectives within a managed risk profile.