The London Stock Exchange (LSE) enforced the public censure on the manufacturer for breaches to rules 10, 13, 17, 19, 21 and 31 and a “pattern of unacceptable conduct by the board”. The fine will be cut to £300,000 for an early settlement.
RGF said it regretted the breaches and had cooperated fully with the LSE’s enquiry. The company also highlighted the departure of its former chairman and two other directors since the relevant events that led to the censure.
Since September 2017, the manufacturer has also undertaken significant remedial action, including enhancing the company's procedures, resources and controls, adopting new corporate governance and implementing new financial processes and procedures.
Chief executive Hugh Cawley added: “We are pleased to draw a line under these unfortunate incidents in the company's history, for which we have accepted responsibility. We now have in place fit-for-purpose corporate governance and are committed to complying with our obligations under the AIM rules.”
RGF also announced that it had made a number of changes to its board of directors as part of its continuing process of making improvements to its governance regime.
Interim non-executive chairman Patrick Ridgwell will retire from the board and Mike Holt, independent non-executive director, will take his role, relinquishing his role as chair of the audit committee.
Judith MacKenzie, non-executive director, will be appointed as the new chair of the audit committee, relinquishing her role as chair of the remuneration committee. This role will now be filled by non-executive director Steve Dawson.
Finally, non-executive deputy chairman Chris Thomas will retire from the board as Anthony Ridgwell, the principal beneficiary of Napier Brown’s holding in the company, will join the board as a non-executive director.
All changes to the board are effective immediately, bar Thomas’ retirement, which will take place at the end of July.
Commenting on the appointments, Cawley said: “Today's changes complete the reconstitution of RGF’s board which began two years ago.
“We now have in place an appropriate board structure with a better balance of executive, non-executive, and independent non-executive directors, in line with our commitment to improved corporate governance.”