Corporate Governance

The Quoted Companies Alliance Corporate Governance Code 2018, published by the Quoted Companies Alliance (the “QCA”), sets out a standard of minimum best practice for small and mid-size quoted companies. The Company, given its size, the constitution of the Board and the changes to the AIM Rules, comply with the principles set out in the QCA Code from Admission.

Quoted Companies Alliance Corporate Governance Code

Shareholder communication
The Board is responsible for ensuring satisfactory dialogue with shareholders based on the mutual understanding of objectives.

Shareholder communications can be found here

Shareholder contacts can be found here

Group operations and strategy
A summary of the Group’s operations can be found here. The growth of RA International’s business has been achieved through securing contracts with new customers and by generating repeat business from its clients both in regards to new contracts and contract extensions. RA International’s investment in local communities enables it to identify and manage risks inherent in operating in remote locations. Local intelligence in respect of labour, materials and regional variances and regulatory requirements gathered by the Group feeds into its business model and its intelligence-led approach also enables it to identify where new opportunities may arise which means it can mobilise quickly in new locations and capitalise on opportunities to deliver additional services to meet its client’s needs.

The Board and its responsibilities
The Directors acknowledge the importance of high standards of corporate governance. The Chief Executive Officer is responsible for the overall strategy of the Group, the Chief Operating Officer is responsible for the Group’s daily operations, and the Chief Financial Officer is responsible for the Group’s financial controls and reporting to the Board of Directors. There are four independent non-executive Directors, including the Chair who is responsible for overseeing an effective Board, who bring an independent view to the Board, and provide a balance to the executive directors. The Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. The Directors hold meetings of the Board not less than four times a year with additional meetings as and when required. The effectiveness of the Board, Board and senior management appointments, and the Company’s succession planning are evaluated on a regular basis.

Matters Reserved for the Board

Audit and Risk Committee
The Audit and Risk Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of RA International is properly measured and reported on. It receives and reviews reports from the executive management team and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit and Risk Committee meets no less than three times in each financial year and has unrestricted access to the Company’s external auditors.

The Audit and Risk is chaired by Paul Jaques and Sangita Shah.

Audit and Risk Committee terms of reference

Remuneration Committee
The Remuneration Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets as and when necessary. In exercising this role, the Directors have regard to the recommendations put forward in the QCA Code.

The Remuneration Committee consists of the following persons: Sangita Shah and Paul Jaques.

Remuneration Committee terms of reference

ESG Committee

The Environment, Social and Governance (ESG) Committee was established in 2022 with the aim of increasing the Board’s oversight of ESG governance and focusing on developing and improving on the Company’s ESG practices.

The ESG Committee has Sangita Shah as Chair, Lars Narfeldt and Paul Jaques as members.

ESG Committee terms of reference

ESG Committee terms of reference

Corporate Culture
The Board believes that running a sustainable business should benefit everyone, including its customers, employees and the host communities in locations in which the Group operates. Having a multi-cultural and multi-lingual workforce of people who know how things work in Africa and beyond is key to delivering this. Accordingly, RA International staff, from the Directors to local employees cooperate respectfully with people on the ground, building trust and goodwill. The Group provides stable employment and training to local unskilled or semi-skilled labourers. In this way, the Group has a direct impact on the wellbeing of its employees’ families, and on the local economy in general, and the Directors take this responsibility seriously.

Furthermore, the Board believe that private enterprises have an important role to play in overcoming some of the world’s most serious challenges and reaching the targets set out in the UN Development Programme’s Sustainable Development Goals. The Directors believe that a successful sustainable development agenda requires partnerships between governments, the private sector and civil society. These inclusive partnerships built upon principles and values, a shared vision, and shared goals that place people and the planet at the centre, are needed at the global, regional, national and local level. Much of what RA International does, from specific community engagement initiatives to the way it conducts its daily business, makes a contribution to meeting these aims.

This document was last updated on 06 August 2024