Description of Business
Roebuck Food Group Plc is currently focused on two areas of sustainable food supply, namely, global sourcing of plant-based ingredients and products, and novel manure and feed treatments that drive improved efficiency and greenhouse gas reduction in livestock farming.
Plant-based ingredients and products comprise Moorhead & McGavin in the UK and Foro Food Solutions in Ireland, both focused on the Food Service and Food Manufacturing sectors.
The Group's manure and feed treatments activities comprise a controlling interest in GlasPort Bio and a non-controlling investment in Glasport Rumen Tech. GlasPort Bio has developed GasAbate, an internationally patent-protected system for reducing gaseous emissions and preserves value from animal-manure storage, which is now ready for global commercialisation. Glasport Rumen Tech is developing a novel feed additive that both improves feed conversion efficiency and reduces methane emissions in ruminant livestock production.
AIM Securities & Large Shareholders
• 101,143,944 Ordinary Shares of €0.025
• 25.1% of the shares are not held in public hands
• Roebuck Food Group plc is subject to the Irish Takeover Panel Act 1997, the Irish Takever Rules 2013 and Irish Substantial Acquisition Rules 2007
• Roebuck Food Group plc is registered in Ireland and is regulated by Irish company law rather than UK company law. Accordingly the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
Company Announcements
You can view all company announcements here.
Restrictions in transfer of AIM Securities
There are no restrictions on the transfer of Roebuck Food Group plc’s AIM securities.
Other exchanges and trading platforms
Roebuck Food Group plc has not applied or agreed to have any of it securities (including its AIM securities) admitted or traded on any other exchanges or trading platforms
Largest shareholders holding as of 31 March 2025
At 31 March 2025 the Company had been advised of the following shareholdings in excess of 3% of its issued share capital:
| Shareholder | No. of Shares | % Holding |
|---|---|---|
| Premier Miton Group plc | 9.180.785 | 9.08 |
| Sean O'Driscoll | 7,747,626 | 7.66 |
| EDOCO Limited | 6.692,888 | 6.62 |
| Nanook Investments | 6,574,356 | 6.50% |
| Grainne O'Neill | 4,811,777 | 4.76% |
| Farmer Business Developments pIc | 4.221.675 | 4.17% |
| TB Mantor AS | 3,785,698 | 3.74% |
Board Committees
Audit Committee
Tommy Conway
Kieran Mahon
Seán Savage
Aidan Hughes
Remuneration Committee
Tommy Conway
Kieran Mahon
Seán Savage
Aidan Hughes
Nomination Committee
Tommy Conway
Kieran Mahon
Seán Savage
Aidan Hughes
Nomad & Key Advisors
Nomad and Corporate Broker
J&E Davy, Davy House, 49 Dawson Street, Dublin 2
Bankers
HSBC Bank plc
Bank of Ireland plc
Auditor
Grant Thornton Chartered Accountants, 24-26 City Quay, Dublin 2
Registrars
Computershare, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland
Solicitors
Mason Hayes & Curran, South Bank House, Barrow St, Dublin 4
Board of Directors
The Board of Directors comprises a Non-executive Chairman, Deputy Chairman, Managing Director, Finance Director and one Non-executive Director. On appointment, all non-executive directors receive comprehensive briefing documents on the Group and its operations, and further appropriate briefings are provided to non-executive directors on an ongoing basis. Seán Savage is the Senior Independent Non-Executive Director.
Due to the small size of the Board, all Directors are members of the Nomination Committee.
The Board takes the major strategic decisions and retains full effective control while allowing operating management sufficient flexibility to run the business efficiently and effectively within a centralised reporting framework.
Seán Savage is independent of management and has no ongoing business or other relationships that materially interfere with his independent judgement or might interfere.
The Board delegates to committees, which have specific terms of reference and which are reviewed periodically, the responsibility in relation to audit and senior executive remuneration issues. Minutes of these committees are supplied to all Directors for information and to provide the Board with an opportunity to have its views taken into account.
The Board has a regular schedule of meetings together with further meetings when required. In addition, there is a formal schedule of matters reserved specifically to the Board for its decision, including the approval of the annual financial statements, budgets, significant contracts, significant capital expenditure and senior management appointments.
The Non-executive Director meets with the Non-executive Chairman separately during the year to discuss performance of the business and Group strategy.
The Company Secretary is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Group’s professional advisors are available for consultation by the Board as required. Individual Directors may take independent professional advice, if necessary, at the Group’s expense.
The Non-executive Chairman holds regular business review meetings with Senior Management.
Attendance
The directors attended board meetings and committees of the board as set out below during 2024.
| Board | Remuneration | Audit | |
|---|---|---|---|
| Meetings Held | 5 | 1 | 1 |
| Meetings Attended | |||
| Kieran Mahon | 5 | N/A | 1 |
| Ted O'Neill (Deceased, Oct 2024) | 4 | 1 | 1 |
| Aidan Hughes | 5 | 1 | 1 |
| Seán Savage | 5 | N/A | 1 |
| Gerard Murphy (Resigned, Sept 2024) | 4 | N/A | 1 |
One Nomination Committee was held during the year.
Directors Remuneration
The remuneration of Directors and senior management is determined by the Remuneration Committee consisting of the Deputy Chairman and the non-executive Director. The Remuneration Committee is chaired Mr Seán Savage.
Roebuck Food Group plc remuneration policies and procedures for Directors are in line with norms guided by Quoted Company Alliance (the "QCA"). In particular the Group has applied all of the relevant principles set out in the Quoted Companies Alliance Corporate Governance Code (the "QCA Code"). In designing schemes of performance-related remuneration, the Remuneration Committee has given full consideration to the provisions in the QCA Code.
Interests of Directors and Secretary
The interests, all of which are beneficial, of the directors and the secretary who held office at 31 December 2023 (including their respective family interests) in the share capital of Roebuck Food Group plc were as follows:
| 31 Dec 2024 – Ordinary Shares | 31 Dec 2023 – Ordinary Shares | |
|---|---|---|
| Kieran Mahon (appointed 12 April 2023) | 2,355,656 | 2,355,656 |
| Aidan Hughes | 637,870 | 637,870 |
| Seán Savage | 1,370,703 | 1,370,703 |
Neither the directors nor the secretary had any other interests in either shares or share options or debentures of the company.
Relations with Shareholders
Recognising the importance of communications with shareholders the Board seeks to provide through its Annual Report a clear and balanced assessment of Group performance and prospects. The Group’s website, roebuckfoodgroup.com, provides investors with the full text of the Annual and Interim Reports. The Chairman and Directors maintain an ongoing dialogue with the Company’s shareholders on strategic issues. All shareholders are encouraged to attend the Annual General Meeting
Internal Control
The Board is ultimately responsible for the Group’s system of internal control and for reviewing its effectiveness. The system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.
The Board confirms that an ongoing process for identifying, evaluating and managing the significant risks faced by the Group has been put in place for the year under review and up to the date of approval of the Annual Report and Accounts, and that this process is regularly reviewed by the board and accords with the QCA Code.
The Board has reviewed the effectiveness of the system of internal control. In particular it has reviewed the process for identifying and evaluating the significant risks affecting the business and the policies and procedures by which these risks are managed.
The Group’s overall internal control system includes:
An organisation structure with clearly defined lines of authority and accountability;
Appropriate terms of reference for Board committees with clearly stated responsibilities;
A budgeting and monthly financial reporting system for all Group business units, which enables close monitoring of performance against plan and facilitates remedial action where necessary; and
Comprehensive policies and procedures in relation to financial controls, capital expenditure, operational risk and treasury and credit risk management.
The Group’s system of internal financial controls is established to provide reasonable assurance of:
The maintenance of proper accounting records and the reliability of financial information;
The safeguarding of assets against unauthorised use or disposal; and
The prevention or early detection of material errors or irregularities.
The Group’s internal controls, including financial controls, are reviewed systematically by the Audit Committee. In these reviews the emphasis is placed on areas of significant risk. The Finance Director is responsible for carrying out detailed risk assessments in all business units and for reporting to divisional and ultimately senior management on the effectiveness of the internal control system.
Annual Report and Accounts
The Directors consider that the Annual Report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy.
Audit Committee and Auditors
The Audit Committee is chaired by Seán Savage. The other member is Aidan Hughes. Its written terms of reference deal clearly with its authority and duties. The Committee meets to review the Group’s annual financial statements before their submission to the Board, to review the appropriateness and effectiveness of the Group’s internal controls, accounting policies and procedures and financial reporting, to assess the effectiveness of the external audit and the Group Internal Audit function and to report back to the Board how it has discharged its responsibilities.
The Group’s policy regarding external auditor independence and the provision of non-audit services by the external auditors is that, where appropriate, non-audit related work is put out to competitive tender.
The Directors and senior management, the Group’s external auditors and internal audit, as appropriate, attend meetings of the committee.
Corporate Governance
The Quoted Company Alliance (QCA) Code
The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Governance Code (the QCA Code). The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code, applicable to AIM companies. The underlying principle of the QCA code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner, for the benefit of all shareholders, over the longer term”. To see how the company addresses the key governance principles defined in the QCA Code, please refer to the attachment below. Further compliance with the QCA Code will be provided in the Annual Report for 2024
Tommy Conway, Non-executive Chairman
The Principles of the Quoted Company Alliance (QCA) Code
Deliver Growth
| QCA Code Principle | Application (As set out by QCA) | What we do and why |
|---|---|---|
| 01. Establish a strategy and a business mode, which promotes long term value for shareholders. | The Board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long term future. | Roebuck’s strategy is to grow each of its two business units by adopting specific strategies for each unit individually. We prefer to pursue organic growth in the first instance while maintaining a strong balance sheet (as measured by debt to EBITDA and interest cover multiples). We focus on improving returns on patient capital and generating cash, which ultimately drives a virtuous cycle of earnings per share growth. |
| 02. Promote a corporate culture that is based on ethical values and behaviours. | The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage. The policy set out by the Board should be visible in the actions and decisions of the Chief Executive and the rest of the management team. Corporate values should guide the objectives and strategy of the Group. The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the Group. The corporate culture should be recognisable throughout disclosures in the annual report, website and any other statement issued by the Group. | Our values guide us in our daily commercial lives. We work hard to make a satisfactory return for our shareholders, while taking cognisance of all other stakeholders in the process. We do this by challenging ourselves in everything we do and holding ourselves to account. This requires a very open, transparent organisation where nobody is afraid to engage at the highest levels of the organisation. This empowers all of our employees to put forward their opinions, grow with the organisation, and ultimately make it a bottom-up ideas business. |
| 03. Seek to understand and meet shareholders needs and expectations | Directors must develop a good understanding of the needs and expectations of all elements of the Group’s shareholder base. The Board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions. | Management responds promptly to shareholder requests for meetings. The Executive Chief Officer liaises with the Group’s major shareholders and ensures their views are fully communicated to the Board. The AGM provides a forum to meet private shareholders. The Directors make themselves available to listen to the views of shareholders informally following the AGM. The Company Secretary is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Group’s professional advisors are available for consultation by the Board as required. Individual Directors may take independent professional advice at the Group’s expense, if necessary. |
| 04. Take into account wider stakeholder and social responsibilities and their implications for long term success. | Long term success relies upon good relations with a range of different stakeholder groups, both internal (workforce) and external (suppliers, customers, regulators and others). The Board needs to identify the company’s stakeholders and understand their needs, interests and expectations. Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be put in place to solicit, consider and act on feedback from all stakeholder groups. | The Board visits all Roebuck's operating sites where relevant local management present on all aspects of the business: customers, employees, suppliers, regulators and others. The Board is acutely aware of the impact any business can have on the environment and actively looks to reduce such impacts. |
| 05. Embed effective risk management, considering both opportunities and threats, throughout the organisation. | The Board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business; including the company’s supply chain, from key suppliers to end-customer. Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite). | The Board considers risk to the business at every Board meeting. The Group formally reviews and documents the principal risks to the business, at least annually. Our 2024 Annual Report provides a comprehensive overview of our risk management approach on page 12, detailing key business risks and the measures in place to mitigate them. Financial risk factors are addressed separately on page 6. |
Maintain a dynamic management framework
| QCA Code Principle | Application (As set out by QCA) | What we do and why |
|---|---|---|
| 06. Maintain the Board as a well-functioning, balanced team, led by the Chair. | The Board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the Board. The Board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring decision or insight. The Board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgment. The Board should be supported by committees (eg audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Directors must commit the time necessary to fulfil their roles. | The Group is controlled by its Board of Directors. Aidan Hughes, Finance Director and Deputy Chairman, is responsible for running the Board. Following the death of Ted O’Neill, Tommy Conway was appointed Non-executive Chairman on 25 February 2025. All Directors receive regular and timely information about the Group’s financial and operational performance. Relevant information is circulated to the Directors in advance of Board meetings. The Board comprises the Group Chief Executive, the Finance Director and Non-Executive Chairman and one Non-Executive Director, one of which is also the Company Secretary. The shareholders are given the opportunity to vote annually on the reelection of all individual directors of the Board. The Audit and Remuneration Committee are chaired by Seán Savage, who is competent and has a wealth of experience. The members of the Committees are listed on the Roebuck website's AIM Rule 26 page: https://www.roebuckfoodgroup.com/investors/aim-rule-26. |
| 07. Evaluate Board performance based on clear and relevant objectives, seeking continuous | The Board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and individual directors. The Board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team. It is healthy for membership of the Board to be periodically refreshed. Succession planning is a vital task for boards. No member of the Board should become indispensible. | A number of board members have undergone personal development training in recent years, this is ongoing. The Board is continuously on the lookout for expertise in the areas that will bring value to the business. The performance of the Board is reviewed regularly and following the sale of the cold storage division it has embarked on a complete reset by divesting Cantwellscourt Farm and Townview Foods and purchasing Moorhead & McGavin and making a significant investment in the reduction of Agricultural methane. |
| 08. Establish a remuneration policy which is supportive of long-term value creation. | The Board's responsibility is to establish an effective remuneration policy which is aligned with the company's purpose, strategy, and culture, as well as it's stage of development. | The Board has put incentives in place for senior management by way of an equity stake on the achievement of a successful EBITDA. It has also allocated growth shares for the significant investment in the business acquired in February 2025 for the Chief Executive. Share options for Directors of the Group are also under consideration. |
| 09. Communicate how the group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders. | A healthy dialogue should exist between the Board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Group. In particular, appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist with: (a) the communication for shareholders' views to the Board; and (b) the shareholders' understanding of the unique circumstances and constraints faced by the Group. It should be clear where these communcation practices are described (annual report and website). | Roebuck Food Group plc encourages two-way communication with both its private and institutional shareholders and responds promptly for meeting requests. Management strive to proactively meet shareholders after both interim and full year results publication or at any period in between, which is not in a close period. The Chief Executive speaks with our major shareholders and ensures their views are communicated fully to the Board. |
Build Trust
| QCA Code Principle | Application (As set out by QCA) | What we do and why |
|---|---|---|
| 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders. | A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist: the communication of shareholders’ views to the board; and the shareholders’ understanding of the unique circumstances and constraints faced by the company. It should be clear where these communication practices are described (annual report or website). | Roebuck Food Group plc encourages two way communication with both its private and institutional shareholders and responds promptly for meeting requests. Management try and proactively meet shareholders after both interim and full year results publication or at any period in between, which is not in close period. The Chairman speaks with our major shareholders and ensures their views are communicated fully to the Board. |
| 11. Maintain governance structures and processes that are fit for purpose and support good decision making by the Board. | The Group should maintain governance structures and processes in line with its corporate culture and appropriate to its: (a) size and complexity; and (b) capacity, appetite for tolerance and risk. The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the Group. | The Board comprises the Non-Executive Chairman, one non-executive director, and two Executive Directors, one of which is also the Company Secretary. The Board considers that the Chairman brings an independent judgement to meetings, notwithstanding the duration of service. It is the practice of the Group that the Board comprises at least one non-executive Director. Due to the small size of the Board, all Directors are members of the nomination Committee. The Board takes the major strategic decisions and retains full effective control while allowing operating management enough flexibility to run the business efficiently and effectively within a centralised reporting framework. The Board delegates to committees, which have specific terms of reference and which are reviewed periodically, the responsibility in relation to audit and senior executive remuneration issues. Minutes of these committees are supplied to all Directors for information and to provide the Board with an opportunity to have its views taken into account. The directors attended Board meetings and committees of the Board are listed on the Roebuck website's AIM Rule 26 page: https://www.roebuckfoodgroup.com/investors/aim-rule-26. The Board has a regular schedule of meetings together with further meetings when required. In addition, there is a formal schedule of matters reserved specifically to the Board for its decision, including approval of the annual financial statements, budgets, significant contracts, significant capital expenditure and senior management appointments. The Company Secretary is responsible to the Board for ensuring that Board procedures are followed, and that applicable rules and regulations are complied with. The Group's professional advisors are available for consultation by the Board as required. Individual directors may take independent professional advice, if necessary, at the Group's expense. The Chairman holds regular business review meetings with Senior Management. |