Governance & Ethics

Capital Governance
Capital Governance is our primary commitment to shareholders ensuring that the Company will not alter the capital structure of the Company without shareholder knowledge.

Operational Governance
This commitment ensures that key information and operational metrics for Rouxbe are fully disclosed. Whether it’s the signing of a new contract, the addition of a new partner or major investor, or a change in Company direction, customers and shareholders will be alerted to developments in a timely manner.

Financial Governance
Rouxbe has adopted a policy of formal financial governance that includes a commitment to disclose quarterly and annual financial information to all shareholders. Furthermore, we intend as part of our overall transparency practices to disclose summarized financial information on our website for our members and the general public.

Board of Directors
To enhance the Company’s long-term value for its customers and shareholders, Rouxbe’s business is conducted by its employees, managers and officers under the direction of the chief executive officer and the oversight of a formal board of directors. The board of directors is elected by the shareholders to oversee management and to assure that the long-term interests of customers and shareholders are being served.

Rouxbe’s current board of directors is comprised of an internal management team and qualified external advisers from food, technology, marketing and financial backgrounds with vested interests in Rouxbe’s success. Certain directors, particularly during start-up, may be employees of the Company, but it is the long-term goal of the Company to have a board composition comprising of at least 50% independent directors at all times. Rouxbe’s board currently includes four directors, two of whom are independents.

Board of Advisors
Rouxbe has formed a board of advisors to bring specialized expertise and consulting services to assist the board in making critical and timely decisions and to assist the board in formalizing various strategic plans. The board of advisors is composed of proven professionals with film, legal, branding, communications, valuation, public relations, marketing and business development backgrounds. Advisors are currently compensated through equity warrants and/or share options that vest based on time served with the Board of Advisors.

Project Management
At the core of Rouxbe’s business model lie the iterative development efforts of various products and services that comprise the foundation of our Company’s business. Our approach to product development and media production is project rooted in an effort to provide high quality, timely solutions to our marketplace and to streamline our operations to achieve the highest level of performance. Rouxbe will manage the various projects and deliverables and will report progress to all stakeholders.

Communications Plan
This Communication Management Plan outlines all the communications requirements and commitments the Company makes to stakeholders. In summary, it will identify the following: who receives information, what they receive, how they will receive it, when they receive it, and in what format. Our Investor Relations Officer (Jim Girard, CFO) will be responsible for executing our communications plan as it relates to scheduled shareholder communications.