Governance framework
A clear framework to oversee strategy, risk and performance
Rosebank’s governance framework is designed to support effective decision‑making, accountability and oversight, appropriate for a UK Main Market listed company. The framework establishes clear roles and responsibilities between the Board, its Committees and Executive management, and provides the structure through which strategy, risk and performance are overseen.
Role of the Board
The Board is collectively responsible for the long‑term success of Rosebank and for promoting the interests of shareholders as a whole. It provides entrepreneurial leadership within a framework of effective controls and is responsible for setting the Company’s strategic direction and overseeing its delivery.
The Board’s principal responsibilities include:
- Setting and overseeing the Group’s strategy and financial and operational performance
- Establishing the Company’s values, culture and governance framework
- Approving acquisitions and disposals
- Overseeing the Group’s risk management and internal control systems
- Ensuring appropriate engagement with shareholders and other key stakeholders
- Approving Group‑wide policies and monitoring compliance
Chair, Chief Executive and Senior Independent Director
The roles of the Chair and the Chief Executive Officer of the Company are, and will remain, separate in accordance with the Code and Board policy.
The Chair leads the Board and is responsible for its effectiveness in delivering the Company’s strategy and ensuring cohesive debate amongst Board members. Justin Dowley, who currently serves as the Chair of Rosebank, was deemed independent on appointment. The Chair, supported by the Company Secretary, sets the Board agenda and ensures that adequate time is given discussions of key matters, particularly those that are considered strategic and is responsible for ensuring that the Board receives accurate and timely information to facilitate effective decision-making.
The Chief Executive is responsible for Rosebank’s strategic direction and decisions involving the day-to-day management of the Company.
The Senior Independent Director’s role is to provide a sounding board for the Chair, to act as an intermediary for the Company’s other Non-executive Directors where required, and to ensure that any significant matters that are not being addressed by the Chair or the executive management are appropriately raised and considered.
Board Committees
In accordance with the provisions of the Code, the Board as three standing Committees:
- Audit Committee
- Remuneration Committee
- Nomination Committee
The duties of the Committees are set out in formal terms of reference. These are available from the Company Secretary and on this website. The Company Secretary acts as secretary to each of the Committees.
Further detail on the role and composition of each Committee is provided on the Committees and Members page.
Risk management and internal controls
The Board has ultimate responsibility for the Group’s risk management and internal control framework. Rosebank has implemented a Group wide Enterprise Risk and Control Framework, with complementary processes and procedures.
The Audit Committee continues to monitor, oversee and review the effectiveness of Rosebank’s risk management and internal control processes implemented across the Group, through regular updates and discussions with senior management and a review of the key findings presented by the Group’s external auditor and internal audit function.
Policies, ethics and conduct
The Board has approved a range of Group‑wide policies designed to support high standards of ethical conduct, governance and compliance across the Group. These include policies covering whistleblowing, diversity and inclusion, human rights, supply chain standards and environmental matters.
The governance framework reflects Rosebank’s decentralised operating model, with responsibility for implementation of policies and controls resting with individual businesses, subject to Group‑level oversight and escalation arrangements.
Ongoing review of governance arrangements
The Board keeps the effectiveness of its governance framework under review and receives regular updates on regulatory developments, risk, performance and culture. Board and Committee effectiveness is assessed periodically, with actions identified to support continuous improvement as the Group evolves.