This Corporate Governance Statement explains how the Board will manage the Company’s business.
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 the overall corporate governance of the Company.
It monitors the operational, financial position and performance of the Company and oversees its business strategy, including approving the strategy and performance objectives of the Company.
The Board is committed to maximizing 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, are summarised below. Please refer to the detailed policies and procedures contained in the Company’s Corporate Governance Plan for full details.
There are also important governance requirements set out in the Company’s Articles of Association (Refer to the Company’s Articles of Association lodged with ASX on 6 December 2017).
COMPOSITION OF THE BOARD OF DIRECTORS
The Board comprises of one (1) non-executive Director, two (2) executive Directors (one of them is the Company’s Chief Executive Officer and the Chairman), one (1) non-executive independent director and two (2) external non-executive Directors. Biographies of the Directors are set out in the Company’s Annual Report.
Boaz Wachtel serves as an Executive Director, Chairman of the Board as well as the Company’s Chief Executive Officer. Sharon Devir serves as an Executive Director. Adam Blumenthal serves as a non-executive Director and is not considered by the Board to be an independent director. Graeme Smith, Dafna Shalev-flamm serve as independent external non-executive Directors in compliance with the Israeli corporate law, and following his appointment on 24 February 2020, James Wallingford serves as a non-executive, independent director. Each 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.
INDEPENDENCE OF THE BOARD
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 and to the Companies Law.