DECA

The Board of Agriterra Limited (“AGTA”) is accountable to AGTA’s shareholders for good corporate governance.

The Board recognises the value and importance of effective corporate governance in the context of ensuring confidence and trust in management and delivering growth in long term shareholder value. The Board endeavours to observe the principles of the QCA Corporate Governance Code (the “Code”) to the extent that they consider them to be applicable and appropriate for a group of AGTA’s size and stage of development, through the maintenance of efficient and effective management frameworks accompanied by good communication.

Set out below are details of AGTA’s application of each the ten corporate governance principles set out in the Code.  A detailed Corporate Governance Report is contained in each Annual Report produced by AGTA.

 
Principle
Position
1.

Establish a strategy and business model which promote long-term values for shareholders.

AGTA’s strategy is to operate efficient, profitable businesses in Mozambique so as to create value for its shareholders and other stakeholders by supplying beef and milled maize products to the local market.  Having established more profitable operations in Mozambique, AGTA's longer term strategy is to become one of the largest agri-operators and leading food providers in Sub-Saharan Africa.

AGTA currently has two operational agricultural divisions:

  • Beef, which sources cattle from local farmers and then processes them through its own feedlot, abattoir operations and retail units through Mozbife Limitada ('Mozbife')
  • Grain, which operates maize purchasing and processing businesses through DECA - Desenvolvimento e Comercialização Agrícola Limitada ('DECA') and Compagri Limitada ('Compagri')

AGTA has built strong brands in Mozambique. The Board intends to use these foundations to further grow and diversify its product range in order to gain further market share of the agricultural sector in Mozambique and explore export and investment opportunities in surrounding countries.

Prior to 2018, day-to-day responsibility for the direction, supervision and management of the business was entrusted to the executive committee (the “ExCom”) which comprised the Chair, the Chief Executive Officer and the Chief Finance Officer. In 2018, AGTA’s strategy and business model have been developed and refined by the senior operational management team based in Mozambique alongside the Executive Chair (together, the “SMT”) and these proposals then formally considered and approved by the Board. The SMT is responsible for implementing the strategy and managing the business at an operational level.It is the intention of the Board to re-establish the ExCom in due course but this is not considered necessary given the current size of the Group and nature of management reporting lines.

AGTA’s Board is committed to ensuring that all operations are conducted in compliance with all applicable laws, rules and regulations and industry-leading practices, recognizing that the jurisdiction in which it operates carries an inherently high risk due to its ongoing state of development and periods of political instability. In executing AGTA’s strategy and operational plans, management will typically confront a range of day-to-day challenges associated with identified and unidentified risks and uncertainties, and will seek to deploy the identified mitigation steps to manage these risks as they manifest themselves.

AGTA intends to deliver shareholder value in the medium to long-term by ensuring that its staff have the necessary skills and resources to enable them to develop and grow the business in a sustainable manner.

2.

Seek to understand and meet shareholder needs and expectations.

The Executive Chair is AGTA's principal spokesperson with investors, fund managers, the press and other interested parties.

AGTA seeks to maintain a regular dialogue with both existing and potential new shareholders in order to communicate strategy & progress and to understand the needs and expectations of shareholders. The Board recognise that understanding shareholder motivation is important to serving the interests of all shareholders as a whole.

AGTA’s majority shareholder is represented on the Board, thereby ensuring shareholder views are incorporated into AGTA’s decision-making process.

Aside from this, the Board are committed to engaging in in-person dialogue with shareholders at general meetings (normally attended by all Directors) and welcome shareholder communication either directly or through AGTA’s contact details on the website.  The Annual General Meeting gives the Directors the opportunity to report to shareholders on current and proposed operations of AGTA and enables shareholders to express their views on AGTA’s business activities. Shareholders are invited to ask questions at the Annual General Meeting after the formal proceedings have ended. AGTA has not historically announced the detailed results of shareholder voting to the market. However, the Board intends to do so going forward.

AGTA also endeavours to maintain a dialogue and keep shareholders informed through its public announcements and Company website. AGTA’s website provides not only information specifically relevant to investors (such as AGTA’s annual report and accounts and investor presentations) but also regarding the nature of the business itself with considerable detail regarding the services it provides and the manner in which it carries on it business.

3.

Take into account wider stakeholder and social responsibilities and their implications for long term success.

AGTA is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups.

In addition to AGTA’s staff and shareholders, the local community in Mozambique is a primary stakeholder.

In purchasing maize and cattle directly from the local community, AGTA plays an important role in local economic development, supporting small scale farmers and the developing commercial sector.

Without ensuring good relations with the local community (whether as workforce, suppliers, customers, regulators or others) it will be impossible to function effectively in the long-term. AGTA endeavours to take account of feedback received from stakeholders, making amendments to working arrangements and operational plans where appropriate (where such amendments are is consistent with AGTA’s longer term strategy).

AGTA has developed good relations with such stakeholders and as such developed an institutional understanding of their needs, interests and expectations, and is committed to maintain this understanding and these relationships, as a pillar of AGTA’s strategy and business model. As a result, AGTA’s operations and working methodologies take account of the need to balance the needs of all of these stakeholder groups while maintaining focus on the primary responsibility to promote the success of AGTA for the benefit of its members as a whole.

AGTA takes due account of any impact that its activities may have on the environment and seeks to minimise this impact wherever possible. Through the various procedures and systems it operates, AGTA ensures full compliance with health and safety and environmental legislation relevant to its activities.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

AGTA has a risk management framework which identifies and addresses risks in order to execute and deliver corporate strategy in a responsible manner. Internal controls are designed to manage rather than eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss. Through the activities of the Audit Committee, the effectiveness of these internal controls is reviewed annually.

The Board acknowledges its responsibility for establishing and monitoring AGTA's systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, AGTA's systems are designed to provide the Directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately. The Board reviews the effectiveness of the systems of internal control and considers the major business risks and the control environment on a regular basis. In light of this control environment the Board considers that there is no current requirement for a separate internal audit function.

The Directors ensure that they have and maintain an understanding of the commercial and political environment in Mozambique, so as to inform the decision-making process and quarterly Board meetings are held on site in Chimoio (where the operating companies are based) which enables the Directors to see the beef and milling operations; as such, Directors can speak directly to staff and to validate the operating reports given by the SMT at the Board meetings.

Management constantly assess risk exposure and receive encouragement from the Board to highlight risks and discuss appropriate risk-management options. There is no formal timetable for such assessment.

AGTA maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles; the insured values and type of cover are reviewed on a periodic basis.

A summary of the principal risks and uncertainties facing AGTA are set out in each Annual Report (http://agriterra-ltd.com/ReportsAndAccounts.aspx).

5.

Maintain the Board as a well-functioning, balanced team led by the chair.

AGTA is currently led and controlled by a Board comprising the Executive Chair and three non-independent Non-Executive Directors.  The Board recognises this does not adhere to the recommendations of the QCA to have at least two independent Non-Executive Directors and it is the intention of the Board to supplement its membership and to have an appropriate balance between executive and non-executive directors and with an appropriate level of independence in due course as and when appropriately experienced candidate(s) have been identified and are available.  In the short term it may not be possible to have as full a Board as would be ideal as the costs of such would be prohibitive.

Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and are thereafter subject to retirement by rotation (with possibility of re-election) in accordance with AGTA’s articles of incorporation (http://agriterra-ltd.com/documents/ArticlesofIncorporation.pdf).

Directors are aware of the time commitment required and committed to discharging their responsibilities in this regard, from the outset of their appointment.

Directors’ biographies are set out at http://agriterra-ltd.com/directors.aspx.

The Board is responsible to the shareholders for the proper management of AGTA and holds regular meetings (at least four times a year).  The Directors are responsible for formulating, reviewing and approving AGTA’s strategy, budget and major items of capital expenditure. 

The Executive Chair liaises with the SMT on a regular basis to ensure that the Board (and any committees) are provided with high quality information in a timely manner to enable the Board to provide input and insight on a collective basis, so as to promote the interests of AGTA.

The Board has established committees (audit and remuneration) which are proportionate for a company of its present size, from its number. The members of the committees have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Certain matters are specifically reserved to the Board for its decision including,inter alia, the creation or issue of new shares and share options, acquisitions, investments and disposals, material contractual arrangements outside the ordinary course of business and the approval of all transactions with related parties.

There is no agreed formal procedure for the Directors to take independent professional advice at AGTA’s expense.

AGTA has adopted a share dealing code for Directors’ dealings which is appropriate for an AIM quoted company.

All Directors are kept informed of changes in relevant legislation and changing commercial risks with the assistance of AGTA's legal advisers and auditors where appropriate.

The Directors have taken appropriate legal advice and implemented internal training and reporting procedures to ensure compliance with the UK Bribery Act 2010 (the “Bribery Act”') and the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 which contains broadly similar restrictions. Notwithstanding the fact that AGTA is not UK-resident, the Directors have formed the view that it is appropriate for AGTA to maintain compliance with the Bribery Act.

The Directors and AGTA comply with the relevant provisions of the AIM Rules and the Market Abuse Regulation (EU) No. 596/2014 relating to share dealings and take all reasonable steps to ensure compliance by AGTA’s employees
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Board has an appropriate balance of sector, financial & public markets, professional and management skills and experience, as well as an appropriate balance of personal qualities, personalities and capabilities.

Directors’ biographies are set out at http://agriterra-ltd.com/directors.aspx.

As time progresses the Board will continue to improve upon its diversity, and gender balance (at present women are well represented) and also be aware of the needs for succession planning and the fact that no member of the Board should become indispensable
7. Evaluate all elements of Board performance based on clear and relevant objectives, seeking continuous improvement

The Board periodically review the effectiveness of its performance as a unit, as well as that of its committees and the individual Directors.  

The Board periodically review the effectiveness of its performance as a unit, as well as that of its committees and the individual Directors.  Given AGTA's size, performance reviews are carried out internally from time to time. Reviews will endeavour to identify development or mentoring needs of Directors or the wider senior management team.

The Board recognise that the current procedures do not accord with the QCA Guidelines.  However, following expansion of the Board, it is anticipated that these procedures will be augmented to a standard appropriate for the size of AGTA's Board.

8. Promote a corporate culture that is based on sound ethical values and behaviours.

The Directors and SMT are all committed to doing business in an ethical and transparent manner, in a culture which promotes respect and openness.

The Board know that the corporate culture and values require leadership and the Directors and SMT therefore ensure that they manifest such corporate culture and values in all their dealings.

Corporate policies are disseminated throughout the operating companies and are seen as an important part of the achievement of the corporate strategy.

As the operations of Mozbife involves the purchase, improvement and slaughter of beef cattle, strong animal welfare values and practices are also a crucial part of the culture.

9.

Maintain governance structures and processes that are fit for purpose and support good decision making by the Board.

Due to AGTA’s size and development stage its governance structures and processes are more streamlined that larger companies.

However, the capacity, appetite and tolerance for risk of the Board is not excessive, despite the development imperatives driven by the desire to increase shareholder and stakeholder value. It is envisaged that governance structures will evolve and broaden over time.

The audit committee (a standing committee appointed by the Board) is responsible for ensuring that AGTA’s financial performance and position is properly monitored, controlled and reported. The committee meets at least twice a year and has unrestricted access to AGTA 's auditors. In addition to meeting with the auditors, the committee reviews reports from the auditors relating to the accounts and internal controls. The committee is also responsible for reviewing the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditor. The audit committee currently comprises Daniel Cassiano-Silva and Gary Smith with Mr. Smith currently chairing the committee. It is noted that neither of the members of the audit committee are currently considered to be “independent” but both are experienced, qualified finance professionals.

Due to the current size of the Board and AGTA, there is no separate Nomination Committee or Remuneration Committee; any decisions relating to new Directors and remuneration of Directors are taken by the whole Board (excluding any interested Director(s)).

10.

Communicate how the company is governed by maintaining a dialogue with shareholders and other relevant stakeholders.

The Group aims to ensure all communications concerning the Group’s activities are clear, fair and accurate.  The Board is however keen to improve its dialogue with shareholders.

The Group’s website is regularly updated and announcements are posted onto AGTA’s website.

The Group’s financial reports can be found here: http://www.agriterra-ltd.com/ReportsAndAccounts.aspx

Notices of General Meetings of AGTA can be found here: http://www.agriterra-ltd.com/aim26.aspx

The results of voting on all resolutions in future general meetings will be posted to the Group’s website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent shareholders