Roots has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs.
The Board oversees the Company’s business and is responsible for its overall corporate governance. It monitors the Company’s operational and financial status and performance, and oversees its business strategy, including approving the strategy and performance objectives of the Company.
The Board is committed to maximising performance and generating value and financial returns for Shareholders. To further these objectives, the Board has created a framework for managing the Company, including the adoption of relevant internal controls, risk management processes and corporate governance policies and practices which the Board believes are appropriate for the business and which are designed to promote the responsible management and conduct of the Company.
The main policies and practices adopted by the Company, which will take effect from Admission, are summarised below. There are also important governance requirements set out in the Articles of Association (see Section 11.3 for further details).
Following Admission, the Board shall be comprised of one (1) non-executive Director, two (2) executive Directors (one of them being the Company’s Chief Executive Officer and the Chairman), and two (2) outside non-executive Directors. Biographies of the Directors and Proposed Directors are set out in Section 9.1.
Sharon Devir shall serve as an executive Director and Chairman of the Board as well as the Company’s Chief Executive Officer. Boaz Wachtel shall serve as an executive Director. Adam Blumenthal shall serve as a non-executive Director. Graeme Smith and Tal Misch Vered shall serve as outside Directors.
Each Director and Proposed Director has confirmed to the Company that he or she anticipates being available to perform his or her duties as a Director, without constraint from other commitments.
The Board is responsible for the overall governance of the Company. The Board considers issues of substance affecting the Company, with advice from external advisers as required. Each Director must bring an independent view and judgement to the Board and must declare all actual or potential conflicts of interest on an ongoing basis. Any issue concerning a Director’s ability to properly act as a Director must be discussed at a Board meeting as soon as practicable, and a Director may not participate in discussions or resolutions pertaining to any matter for which the Director has a material personal interest.
The responsibilities of the Board are set out in the Company’s Board Charter, which has been prepared having regard to the ASX Corporate Governance Principles and Recommendations.