Responsibilities

The board currently comprises six directors - three executive and three non-executive. In addition to the executive directors' responsibilities set out in their service agreements, all the directors have specific responsibilities under the AIM rules for companies and the Companies Act to manage the affairs of the Company.

The board reserves to itself a range of key decisions to ensure it retains proper direction and control of the Company, whilst delegating authority to individual directors who are responsible for the day-to-day management of the business. All major and strategic decisions of the Company are made in the United Kingdom. The executive and non-executive directors have discussions on an informal, yet frequent, basis to discuss the progress of operating results and of development expenditure against budget and business issues, as well as other important business issues when they arise.

The board meets formally at least four times a year. At each of these regular meetings, the board receives the latest financial and management information available. All directors have access to the advice and services of the company secretary and can also seek independent professional advice, if necessary, at the Company’s expense.

Board appointments
The Company does not currently have a nominations committee. Any new appointments to the board are discussed at a full board meeting and each member of the board is given the opportunity to meet the individual concerned prior to an appointment being made. 

Chairman and chief executive
The board has decided that the most appropriate structure is for there to be a chairman who acts in an executive capacity, but on a part-time basis, together with a managing director. In addition, there is a further executive (finance) director and three non-executive directors. The chairman, Peter Hadsley-Chaplin, takes prime responsibility for the Australian activities as well as focusing on Group strategy and investor relations. The managing director, Philip Fletcher, takes prime responsibility for the oil-palm operations, and acts in a supporting role with regard to the Australian activities.

Shareholder relations
All queries raised by shareholders are dealt with by the chairman or the managing director. Otherwise, the directors meet and discuss the performance of the Group with shareholders during the year.

Accountability and audit
The board believes that the annual report and financial statements play an important part in presenting all shareholders with an assessment of the Group’s position and prospects. This is achieved in the annual report by the chairman’s review and the review of operations, which contain a detailed consideration of the Group’s financial position and prospects.

Company law requires the directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Group and of the Company and of the profit or loss of the Group for that period. In preparing those financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts; 
• prepare the financial statements on the going-concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping proper accounting records which disclose, with reasonable accuracy at any time, the financial position of the Group and of the Company and enable them to ensure that the financial statements comply with the Companies Acts. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Internal controls
The board undertakes an annual review of the effectiveness of the Group systems of internal financial control. The board of directors has overall responsibility for the Group’s systems of internal controls, including financial, operational and compliance, which are designed to provide reasonable, but not absolute, assurance against material misstatement or loss. The controls are used in identifying, evaluating and managing significant risks of the Group on an ongoing basis.

Committees
The directors have delegated certain of their responsibilities to various committees, which operate within specific terms of reference.

The remuneration committee
The remuneration committee, which comprises the three non-executive directors meets, as required, during each financial year. It is responsible for reviewing the performance, and remuneration, of the executive directors. The remuneration of the non-executive directors is determined by the whole board.

The audit committee
The audit committee, which comprises the three non-executive directors, meets at least twice each financial year. It reviews the Group’s interim and annual financial statements before submission to the board for approval, as well as reports from management and the external auditors on accounting and internal control matters. Where appropriate, the committee monitors the progress of action taken in relation to such matters. The committee also recommends the appointment of, and reviews the fees of, the external auditors.