Overview.

Rethink Group delivers recruitment and talent management services internationally to transform businesses into higher performing organisations.

It is a private company with a total issued share capital of 118,647,422 Ordinary, A-Ordinary and C-Ordinary shares of 0.1 pence.

Until 8th December 2014, the company’s shares were listed on the Alternative Investment market (“AIM”). At a General Meeting held on the 26th November 2014, shareholders approved resolutions to cancel the admission of the shares from trading on AIM and to re-register the company as a private limited company.

The de-list took effect from 9th December 2014 and the re-registration as a private limited company took effect on 29th December 2014.

Corporate Governance

The company is a private limited company and is therefore not required to comply with the provisions of the UK Corporate Governance Code. Nevertheless, by continuous review, the company ensures that proper standards of corporate governance are in operation and the principles of the UK Corporate Governance Code are followed so far as is practical and appropriate to the size and nature of the company.

Set out below is a summary of how the company deals with the key requirements of the UK Corporate Governance Code.

Board Committees

Board of Directors

The Board of Directors is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions, and reporting to the shareholders.

The Group typically holds monthly boards meeting and intends to hold at least eight board meetings throughout each year.

View the construct and background of the individual Board Directors.

Other Committees

The Board of Directors has established a Remuneration Committee and an Audit Committee – each with formally delegated rules and responsibilities.

The construct and operations of these committees can be viewed in the Board Committees section of the website.

None of the Committee members has any personal financial interests (other than as shareholders) or conflicts of interest arising from cross-directorships. The Committee has access to professional advice from internal and external advisors where relevant.

Internal Financial Control and Reporting

The Board is responsible for establishing and maintaining the Group’s system of internal controls and reviewing its effectiveness. The procedures, which, inter alia, comprise financial, compliance matters and risk management, are reviewed on an ongoing basis. The Board approves the annual budget and performance against budget is monitored and reported to the Board. The internal control system can only provide reasonable and not absolute assurance against material misstatement or loss.

Trading Rethink Group Ordinary Shares

The company has established an electronic off-market dealing facility for the Ordinary Shares which will be administered by Asset Match, a firm authorised and regulated by the Financial Conduct Authority. The facility allows Shareholders to trade their Ordinary Shares on a matched bargain and arm’s length basis via periodic auctions to be held every three months. Click here to register/access this service. The facility operates under its’ own code of practice, which governs the behaviour of participants and the running of the auctions. This code of practice is available to view at www.assetmatch.com.

Country of incorporation and main country of operation

Rethink Group is incorporated in England and Wales; England is its main country of operation.

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