DECA

The Board is accountable to the Company’s shareholders for good corporate governance. The Company is quoted on AIM and is therefore not required to comply with the provisions of the UK Corporate Governance Code (the 'Code') on corporate governance as published by the UK Listing Authority.

Nevertheless, the directors recognise the value and importance of effective corporate governance and endeavour to observe the principal provisions of the UK Corporate Governance Code to the extent that they consider them to be applicable and appropriate for a group of this size and stage of development.

A detailed Corporate Governance Report is contained in each Annual Report produced by the Company; key aspects of the Company’s approach to governance are summarised below.

THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE

The Group is currently led and controlled by a Board comprising the Executive Chair and three non-independent Non-Executive Directors. It is the intention of the Board to supplement its membership and introduce effective independence in due course as and when appropriately experienced candidate(s) have been identified and are available.

The Company holds regular Board meetings.  The Directors are responsible for formulating, reviewing and approving the Group’s strategy, budget and major items of capital expenditure.  The day-to-day responsibility for the direction, supervision and management of the business was previously entrusted to the Group Executive Committee (the ‘ExCom’) which comprised the Chair, the Chief Executive Officer and the Chief Finance Officer; following recent Board changes, day-to-day management is presently the responsibility of the Executive Chair together with the senior operational management team based in Mozambique. It is the intention of the Board to re-establish the ExCom in due course.

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.

Due to the current size of the Board and the Company, there is no separate Nomination Committee and any new directors are appointed by the whole Board.

There is no agreed formal procedure for the Directors to take independent professional advice at the Group’s expense. The Company’s Directors submit themselves for re-election at the Annual General Meeting at regular intervals in accordance with the Company’s Articles of Incorporation.

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

The Directors and the Company 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 the Group’s employees.

BOARD COMMITTEES

The principal standing committees appointed by the Board are as follows:

AUDIT COMMITTEE

The audit committee is responsible for ensuring that the Group's financial performance and position is properly monitored, controlled and reported. The committee meets at least twice a year and has unrestricted access to the Company'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” for the purposes of the UK Corporate Governance Code but both are experienced, qualified finance professionals.

REMUNERATION COMMITTEE

The remuneration committee reviews the performance of the directors and makes recommendations to the Board on matters relating to the directors' remuneration and other terms of employment. The committee makes recommendations to the Board on the granting of share options and other equity incentives and will administer any equity incentive schemes. The remuneration committee comprises at least two members and is constituted and meets on an ad hoc basis as and when required.

RELATIONS WITH SHAREHOLDERS

The Board recognises that Agriterra communicates with its shareholders principally through its website, RNS announcements and the Annual Report.

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

The Annual General Meeting gives the Directors the opportunity to report to shareholders on current and proposed operations of the Group and enables shareholders to express their views on the Group’s business activities.  Shareholders are invited to ask at the Annual General Meeting after the formal proceedings have ended.

INTERNAL CONTROL

The Board acknowledges its responsibility for establishing and monitoring the Group's systems of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Group'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.

COMPLIANCE WITH RELEVANT LEGISLATION

All Directors are kept informed of changes in relevant legislation and changing commercial risks with the assistance of the Company'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 the Company is not UK-resident, the directors have formed the view that it is appropriate for the Company to maintain compliance with the Bribery Act.