Board of Directors
Members
Albert Ganyushin Chair Independent Non-Executive Director
Ian Patrick Halliday-Pegg Chief Executive Officer
David Peter Blunt Independent Non-Executive Director
Vineeta Manchanda-Singh Independent Non-Executive Director
Alessandro Zamboni Founder, Non-Executive Director
The Directors recognise the importance of, and is committed to, high standards of corporate governance. While RTOP is not under an obligation to adopt a governance code on a ‘comply or explain’ basis given its Standard Listing, the Directors have opted to voluntarily adopt and comply with the Corporate Governance Code (2018 edition) published by the Quoted Companies Alliance (QCA Code) (so far as it is practicable to do so). In doing so, RTOP follows a corporate governance framework, which the Directors believe is proportionate to the risks inherent to the size and complexity of RTOP’s operations. Further details of this framework are set out below.
Remuneration Committee
Members
Chair: David Blunt
Other Members: Vineeta Manchanda, Albert Ganyushin
The Remuneration Committee will be responsible for the review and recommendation of the scale and structure of remuneration for Directors and any RTOP senior management, including any bonus arrangements or the award of share incentive schemes with due regard to the interests of the Shareholders and other stakeholders.
The Remuneration Committee must have at least two members. Members of the Remuneration Committee are appointed by the Board. The Remuneration Committee will comprise David Blunt (as chair), Vineeta Manchanda and Albert Ganyushin, and will meet at least once a year.
Remuneration Committee Terms of Reference
Nomination Committee
Members
Chair: Albert Ganyushin
Other Members: Vineeta Manchanda, David Blunt
The Nomination Committee will lead the process for board appointments and make recommendations to the Board. The Nomination Committee shall evaluate the balance of skills, experience, independence and knowledge on the board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment.
The Nomination Committee must have at least two members. Members of the Nomination Committee are appointed by the Board. The Nomination Committee will comprise Albert Ganyushin (as chair), David Blunt, and Vineeta Manchanda, and will meet as and when necessary, but at least once each year.
Nomination Committee Terms of Reference
Audit and Risk Committee
Members
Chair: Vineeta Manchanda
Other Members: Albert Ganyushin, Alessandro Zamboni, David Blunt
The Audit and Risk Committee will be responsible for making recommendations to the Board on the appointment of auditors and the auditor’s fee, for ensuring that the financial performance of RTOP is properly monitored and reported, and for meeting with the auditors. In addition, the Audit and Risk Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of RTOP and will be responsible for RTOP’s internal controls and risk management systems, whistleblowing, internal and external audits.
The Audit and Risk Committee must have at least three members, of which at least two members must be independent. Members of the Audit and Risk Committee are appointed by the Board, on the recommendation of the Nomination Committee or the Board in consultation with the chair of the Audit and Risk Committee. The Audit and Risk Committee will comprise Vineeta Manchanda (as chair), Albert Ganyushin, Alessandro Zamboni and David Blunt, and will meet at least twice a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required.
Audit and Risk Committee Terms of Reference
Disclosure Committee
Members
Chair: Ian Halliday-Pegg
Other Members: Albert Ganyushin, Alessandro Zamboni
The Disclosure Committee will be responsible for ensuring timely and accurate disclosure of all information that is required to be so disclosed to the market to meet the legal and regulatory obligations and requirements arising from the Standard Listing and admission to trading on the Main Market of the London Stock Exchange of the Ordinary Shares, including the Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR.
The Disclosure Committee must have at least two members and will meet at such times as shall be necessary or appropriate. Members of the Disclosure Committee are appointed by the Board. The Disclosure Committee will comprise Ian Halliday-Pegg (as chair), Albert Ganyushin and Alessandro Zamboni. The Disclosure Committee will meet as often as necessary to fulfil its responsibilities.
Disclosure Committee Terms of Reference