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    12 views2 pages

    Corporate Governance Disclosure

    Uploaded by

    IIFunds

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PDF or read online from Scribd
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    of 2
    Steve Johnson and Greg Hoffman Corporate Governance Disclosure Shareholders of RHG Limited (RHG) will shortly be provided with the opportunity to appoint Steve Johnson and Greg Hoffman to the RHG board. We recognise the importance of sound corporate governance principles in the conduct of affairs of a publicly listed company. The ASX Corporate Governance Council has published guidelines and made best-practice recommendations for corporate governance for ASX- listed companies. Recommendation 2.4 sets out the information that the ASX Corporate Governance Council consider should be presented to shareholders when they are asked to consider the appointment of new directors. This document set outs this information for Steve and Greg 1. Biographical details A curriculum vitae for each of us, setting out our competencies and qualifications, is attached. 2. Details of relationships between Candidates and RHG Neither of us has any contractual or other direct relationship with RHG. Steve is the managing director and company secretary of the Intelligent Investor Publishing Pty Limited (The Intelligent investor) while Greg is the research director of The Intelligent Investor. The Intelligent Investor is the publisher of value investing research and general advice regarding ASX-listed public companies. We understand that subscribers to The Intelligent Investor service hold shares representing approximately 16% of the issued share capital of RHG. These investors are independent of the The Intelligent Investor — The Intelligent Investor does not provide any management services and does not exercise any control over the exercise of voting rights or rights to dispose of these RHG shares. The Intelligent Investor has, from time to time, published research reports with respect to RHG. Steve has a relevant interest in 715,600 RHG shares representing 0.22% of the issued share capital of RHG. Greg has a relevant interest in 142,000 RHG shares representing 0.04% of the issued share capital of RHG. 3. Relationships between the Candidates and directors of RHG Neither of us has any business or personal relationship with any of the existing directors of RHG. 4, Directorships held Details of our directorships are set out in the attached curriculum vitae. 5. Particulars of other positions As set out in the attached curriculum vitae, we are full time executives of The Intelligent Investor. However, the operations of The Intelligent Investor are of sufficient scale to enable both of us to perform our duties as directors of RHG and as executives of The Intelligent Investor. ‘Comorate Governance Disclosure (WM00372679-001).Doc Asis indicated in the 2009 annual report for RHG, the board of RHG met on only 4 occasions in that financial year. We consider that it is appropriate for the board of an ASX-listed ‘company of the scale of RHG to meet at least bi-monthly. We have no concern regarding our ability to attend meetings and otherwise to perform our role as directors of RHG. 6. Confidentiality Ifelected as directors of RHG, we will be subject to the usual constraints on the disclosure of confidential information made available to us in the course of performing our duties as directors. Each of us confirms that we will comply with our fiduciary duties and duties of confidence that we would owe to RHG if elected. Moreover, if elected, we would be prepared to provide a written undertaking to comply with reasonable confidentiality undertakings in the same format as has been executed by other directors of RHG or which the other directors of RHG propose to execute. 7. Implications of role at The Intelligent Investor We recognise that a potential for conflict between our fiduciary duties and duties of confidence to RHG might be inconsistent with the business currently conducted by The Intelligent Investor. In our role as directors of RHG, we may become aware of confidential information regarding RHG's operations or business plans which might be of interest to subscribers to the The Intelligent Investor service. To avoid the potential for this conflict to arise, we propose to adopt the following procedures: (2) we will not disclose to any other officers or employees of The Intelligent Investor any confidential information regarding RHG and its operations which comes to our attention in our capacity as directors of RUG; (b) to avoid unintentional disclosure of information, we will not receive any documentation regarding RHG including board papers at the office address of The Intelligent Investor or otherwise using the The Intelligent Investor office system; (c) with immediate effect from our appointment to the board, we would ensure that The Intelligent Investor cease to publish any analysis of, or recommendations concerning, RHG. This would continue for so long as we remained as directors of RHG. On appointment to the board, we would also ensure that The Intelligent Investor confirms to the board of RHG this undertaking. 8. Further information We propose to attend the annual general meeting of RHG and will makes ourselves available to answer any questions shareholders may have regarding the above or any other matters regarding RHG. We would also be happy to provide any further information that RHG shareholders may have regarding the above matters. You may contact us on (02) 8305 6000. KK

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