As a company listed on the Standard Segment of the Official List of the UK Listing Authority, Tertre Rouge Assets PLC is not required to comply with the provisions of the UK Corporate Governance Code (the “Code”) or any other corporate governance regime. Notwithstanding that it does not need to comply with the Code, Tertre Rouge Assets PLC intends to voluntarily observe the requirements of the UK Corporate Governance Code, save as set out below:
- Given the composition of the Board, certain provisions of the Code (in particular the provisions relating to the division of responsibilities between the Chairman and chief executive and executive compensation), are considered by the Board to be inapplicable to Tertre Rouge Assets PLC. In addition, Tertre Rouge Assets PLC does not comply with the requirements of the Code in relation to the requirement to have a senior independent director and the Board’s committees will not, at the outset, have three independent non-executive directors.
- The Code also recommends the submission of all directors for re-election at annual intervals. No Director will be required to submit for re-election until the first annual general meeting of Tertre Rouge Assets PLC following its initial acquisition of an interest in an operating company or business or asset(s).
Until an Acquisition is made, Tertre Rouge Assets PLC will not have nomination, remuneration, audit or risk committees. The Board as a whole will instead review its size, structure and composition, the scale and structure of the Directors’ fees (taking into account the interests of shareholders and the performance of Tertre Rouge Assets PLC), take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of Tertre Rouge Assets PLC’s financial statements and take responsibility for any formal announcements on its financial performance. Following an Acquisition, the Board intends to put in place nomination, remuneration, audit and risk committees.
The Board has in place a share dealing code that complies with the requirements of the Market Abuse Regulation. All persons discharging management responsibilities (presently comprising only the Director) shall comply with the share dealing code.