Corporate Governance, Sustainability and Ethics: RFG Report Analysis

This report provides a comprehensive analysis of the Retail Food Group's (RFG) corporate governance, sustainability, and ethical practices. It begins with an overview of RFG's governance structure, including the roles of the board of directors, committees, and key executives. The report then delves into specific policies addressing critical areas such as discrimination, exploitation, corruption, dishonest behavior, and whistleblower protection. It evaluates the adequacy and enforcement of these policies, along with the company's stated values of honesty, integrity, transparency, professionalism, respect, and courtesy, examining how these values are reflected in its operations. The analysis incorporates relevant literature and provides a thorough examination of RFG's approach to responsible business conduct.

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Corporate Governance Sustainability and Ethics
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Part A
The company we selected for this task is the Retail Food Group (RFG).
Group report plan
1) Company’s Governance structure
This section deals with the leadership of the RFG from the senior most leaders to the
junior employees and their roles in the organization. This section also deals with how the
governance structure functions to ensure the company is successful in its operation.
2) What policies does RFG have to address the following areas?
1. Discrimination. This section deals with the policies that RFG has put in place to
address discrimination and promote equity in the company.
2. Exploitation. This section deals with the policies that RFG follows to ensure their
employees do not feel exploited but motivated to work and serve RCG.
3. Corruption. In this section, the policies and processes that are concerned with the
prevention of corruption are looked at.
4. Dishonest and Fraudulent behaviour. In this section the policies that prevent
dishonesty and fraud among employees are tackled.
5. Protections for whistleblowers. This section handles the various measures that
have been put in place to promote whistle blowing and prevent victimization of
whistle blowers.
The section on policies of the Retail Food Group also shows how the policies are
enforced and how the policies are enforced.
3) Company’s stated values
This section outlines the company’s values in which the employees and management are
required to comply during their line of duty in the organization. The section also shows if the
stated values are followed in the organization.

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Part B
Introduction
Retail Food Group Limited (RFG) is a food and beverage company that has spread
globally its global headquarters in Queensland, Australia (Food Group, 2020). RFG is the
largest multi –brand retail food franchise in Australia. RFG owns various companies such as
Brumby bakeries, Gloria Jean’s coffee, and Donut King among others (Food Group, 2020).
RFG is located in over a thousand locations both in New Zealand and Australia. RFG is a
public company.
Governance structure
Retail Food Group is governed by a board of directors which formulates the
company's strategy and setting of the company's financial goals (Food Group, 2020). The
board of directors is also appoints the executive management and monitors the
implementation of the company's strategy. The board of directors is led by a chairman who
reviews the performance of the Retail Food Group annually (Food Group, 2020). Retail Food
Group also has a secretary who consists of the company's governance structure. The company
secretary is accountable to the board through Chairman of the board. The secretary is
responsible for monitoring and ensuring that the company's charter is adhered to and drafting
of the meetings of both the board of directors and committees.
Directors also consist of Retail Food Group governance structure. Directors are
responsible for the oversight of the daily operations of the RFG (Food Group, 2020). The
board also constituted various committees to aid in the governance of the RFG Company.
There is also the Chief Executive Officer. The CEO’s role is the implementation of the
company's strategy and oversight of the directors to ensure they are implementing the
strategy of the company. The first committee is the Audit and Risk Management Committee
charter. The function of the Audit Risk Committee is to monitor corporate risk assessment

Corporate Governance Sustainability and Ethics 4
and its compliance with the established internal controls among other functions (Food Group,
2020). The other committee is the remuneration committee charter. The charter’s role is
making recommendations to the board of directors concerning Retail Food Group's
remuneration practices and also reviewing the compliance of RFG remuneration practices.
The last committee is the nominations committee charter. The nomination committee charter
is charged with the responsibility of assisting the board in the appointment of new directors.
How the governance structure allows the company to operate successfully
All these governing offices within the Retail Food Group allow the company to
operate responsibly since they all serve distinct functions that together enable the smooth
running of the organizations. The board of directors promotes the company's success through
control and oversight of the company's accountability systems (Astami and Rusmin, 2020).
The board of directors also monitors the performance of the senior management and the
progress of the implementation of the company's strategy. The company secretary ensures
that the company's charter is diligently followed thus allowing the company to operate
responsibly (Lee, 2018). The three committees assist the board of directors in the successful
operation of the company through reviewing and monitoring the activities that fall under their
jurisdiction.
Discrimination
One of the Retail Food Group's policies against discrimination is the creation of
awareness against discrimination (Food Group, 2020). The company provides information
regarding harassment, discrimination and bullying so that no employee engages in
discrimination and harassment. Employees who discriminate other employees in the
workplace may be sued by Retail Food Group and their work contracts can be terminated as
well.

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Exploitation
Retail Food Group condemns employee exploitation. To combat exploitation, Retail
Food Group ensures that all their employees are fairly remunerated for their labour. Retail
Food Group recognizes that for it to achieve long term success, then there is need to attract
retain and motivate its employees and thus exploitation is not part of their agenda (Yadav,
2016). The other policy against exploitation of employees is the open discussion of
performance and the encouragement of employees to succeed thus they feel encouraged. The
other policy against exploitation is the issuance of health insurance for the health and well-
being of the employees to ensure that they are well catered for in case of a workplace injury
or poor health.
Corruption
Retail Food Group observes zero tolerance to corruption. Employees that may be
found culpable of corruption will face disciplinary action that may include termination of
their employment. Retail Food Group. Retail Food Group has protocols that allow the
directors and the board of directors to monitor the organization's processes and activities so
that there is no corruption. The other policy that is meant to bar corruption in RFG is the
oversight of financial transactions that are conducted by the audit and risk management
committee. Transparency is the other policy that RFG has used towards the prevention of
corruption. RFG has a policy of disclosure of information. Information that may be disclosed
includes; market earnings that are materially different from market expectations, the
appointment of a liquidator, material disposal, material acquisition, under subscription of
securities, oversubscription of securities, termination of a material agreement and a
transaction that will significantly change the scale of the company's activities (Food Group,
2020).

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Dishonest or fraudulent behaviour
Retail Food Group highly discourages dishonest and fraudulent behaviour. To avert
dishonest and fraudulent behaviours, the company has a code of conduct that guides
employees on how to behave and conduct themselves in their line of duty (Food Group,
2020). The code of conduct expects employees to have integrity and that each employee
should avoid any behaviour that would tarnish the image of the group. To avoid dishonest
behaviour, the company has a policy against conflict of interest. The company's policy is that
it is an employee's sole responsibility to avoid a conflict of interest that could result in
dishonesty in the workplace (McCaghy et al., 2016). To avoid fraudulent behaviour Retail
Food Group has policies that bar employees against soliciting of gifts, favours or benefits in
the course of their duty. Gifts that have a value of more than $150 may need approval from
the CEO or his or her designate (Food Group, 2020). The review and audit of financial
information is also a policy that prevents fraudulent behaviour in the company.
Protection from whistleblowers
Retail Food Group has various policies set aside for the protection of whistleblowers
so that vices may not be perpetrated in the organization without the knowledge of the
Management. There is a whistleblowing policy in the company that seeks to ensure the
protection of employees who report misconduct and illegal acts within the organization (Near
and Miceli, 2016). Participants are the first people to realize when something goes wrong and
therefore it is wise for an organization to have a policy that encourages them to expose
wrongdoing in an organization. The company also have a service charter that gives
participants privacy in reporting of any malpractices through a designated email address and
also receives feedback or the action taken to address their concern. Privacy in whistleblowing
provides confidence and avoids victimization (Coleman, 2019). Customers can also report

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unethical employees confidentially through a designated email address and get a response to
their concern.
How adequate are these policies and to what extent are these areas enforced and
audited?
The policies put in place to address discrimination, exploitation, corruption, fraud and
protect whistleblowing are reliable policies. In my assessment, the seriousness of the policies
will encourage compliance to the organization's objectives. Policies are meant to provide the
direction which the organization's participants and management should take to steer the
organization to its goals (Lyons et al., 2016). The policy of having an audit committee has
ensured there is accountability on the financial transactions and other operations within the
company. The policies of this company are strict and are normally enforced to prove the
commitment of the management to achieving excellence in the organization. The policy of
transparency has enabled the organization to disclose vital information and this act has
ensured there is transparency in the operations of the organization.
Companies stated values
The companies values include; honesty, integrity, transparency, professionalism,
respect and courtesy. These values are observed in the areas discussed above. For instance
honest, transparency and integrity are shown through the disclosure of information to the
shareholders on the company's significant operations. The company also has a policy on
honesty which is exhibited through the disclosure of gifts that exceed the $150 value. It is
good to disclose to the CEO or his or her designate so that such gifts from customers may not
be confused for a bribe or be as a product of employees soliciting for the gifts.
Professionalism is also promoted since it is embedded in the company's code of conduct and
behaviour. Respect is also reflected since the participants respect their leaders and the
leaders, for example, the directors show respect for their subordinates. Courtesy is also a

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value that is practised in the Retail Food Group. The company gave its customers a written
commitment of the observance of courtesy in their operations. Integrity is also shown
through the provision that gifts and benefits that employees receive should adhere to the code
that is laid out. Transparency is also shown through the commitment to impartiality in
handling both the customers and suppliers of the company. Generally, the company is
committed to ensuring that their values are not just on paper but they are practical and felt by
all the stakeholders of the company.

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References
Astami, E.W. and Rusmin, R., 2020. Corporate Governance and Earnings Management: The
Role of Board of Directors and Audit Committee in Financially Distressed
Firms. International Journal of Service Management and Sustainability, 3(1), pp.113-
144.
Coleman, G., 2019. How has the fight for anonymity and privacy advanced since Snowden’s
whistle-blowing?. Media, Culture & Society, 41(4), pp.565-571.
Food Group, R., 2020. [online] Rfg.com.au. Available at:
<https://www.rfg.com.au/app/uploads/2018/02/CorporateGovernanceCharter.pdf>
[Accessed 20 April 2020].
Food Group, R., 2020. [online] Rfg.com.au. Available at:
<https://www.rfg.com.au/app/uploads/2018/02/ContinuousDisclosurePolicy.pdf>
[Accessed 20 April 2020].
Food Group, R., 2020. About Retail Food Group. [online] Retail Food Group. Available at:
<https://www.rfg.com.au/about/> [Accessed 20 April 2020].
Lee, J., 2018. The corporate governance officer as a transformed role of the company
secretary: An international comparison. South Carolina Journal of International Law
and Business, 14(2), p.7.
Lyons, B.D., Hoffman, B.J., Bommer, W.H., Kennedy, C.L. and Hetrick, A.L., 2016. Off-
duty deviance: Organizational policies and evidence for two prevention
strategies. Journal of Applied Psychology, 101(4), p.463.
McCaghy, C.H., Capron, T.A., Jamieson, J.D. and Carey, S.H.H., 2016. Deviant behavior:
Crime, conflict, and interest groups. Routledge.
Near, J.P. and Miceli, M.P., 2016. After the wrongdoing: What managers should know about
whistleblowing. Business Horizons, 59(1), pp.105-114.

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Yadav, A., 2016. A Study of Factors Affecting Employee Satisfaction and Measures to
Attract Retain and Motivate Employees in Organized Retail Sector with Special
Reference to Rajasthan.