Governance

At ROE, we consider strict adherence to top-tier Corporate Governance crucial for creating lasting value for everyone. We have implemented leading Corporate Governance principles that empower the Board to exercise efficient oversight within a framework of caution.

Our governance structure is aimed at providing policies and procedures that work for the benefit of stakeholders by ensuring that we adhere to acceptable ethical standards and best practices. We strive towards operating within a framework of transparency and effective accountability devoid of abuse of corporate power and, criminal activity.

Our Board of Trustees (BOT) is accountable and responsible for the performance and affairs of the ROE Foundation. Specifically, Trustees owe the ROE Foundation the duty of care and loyalty and to act in the interest of the employees, members and other stakeholders. The Board of Trustees defines the Foundation’s strategic goals, approve its long and short-term operational strategies and monitor the implementation by management. The BOT also determines the skills, knowledge and experience that staff and volunteers require and to work effectively as a team to achieve the organization’s objectives as well as ensure that its human, material and financial resources are effectively deployed towards the attainment of set goals. The BOT appoints the CEO as well as top management staff and establish a framework for the delegation of authority and ensures that a succession plan is in place for the CEO, and other top management staff.

Our BOT members were elected at a General Meeting charged with responsibility of selecting the Trustees with two third majority vote of members present. Procedure for appointment to the Board was formal, transparent and documented. To enhance the effectiveness of our Board of Trustees, the Foundation allows BOT Members access to corporate information under conditions of confidentiality; provide training and continuing education arrangements and facilitate access to independent professional advice.

To effectively perform its oversight function and monitor management’s performance, our Board of Trustees meet at least once a quarter and every Trustee is required to attend all meetings. In order to qualify for re-election, a Trustee must have attended at least two-thirds of all meetings.

We align executive and Board of Trustees remuneration with the long term interests of the Foundation and its members and relevant stakeholders. Levels of remuneration is sufficient to attract, retain and motivate executive officers of the ROE’s Foundation and this is balanced against the Organizations interest in not paying excessive remuneration. Non-Executive Trustees remuneration is limited to Trustee’s fees, sitting allowances for Board of Trustees meetings and reimbursable travel and hotel expenses.

Our financial members have the right to obtain relevant and material information from the Foundation on a timely and regular basis. Financial members have the right to participate actively and vote in General Assembly meetings. In addition to the traditional means of communication, we communicate with members via our website. Such information include major developments, major projects, upcoming events, Board and top management appointments, sustainability initiatives and practices, etc.

Our Board of Trustees ensures that every financial Member is treated fairly, and adequately protected from overbearing influence of other members, and that the Management promptly provides to financial members’ relevant information needed.

In order to foster good corporate governance, we make robust disclosures beyond the statutory requirements. Our Foundation has a whistle-blowing policy made known to employees and other stakeholders. The policy contains mechanisms, including assurance of confidentiality, that encourage all stakeholders to report any unethical activity to the BOT of the Foundation.