Board objective

The board’s objective is for the Group to produce increasing returns to shareholders from sustainable operations, taking into account the views of its stakeholders. In order to achieve this the board will oversee the Group’s operations such that they:

  1. Maintain steady expansion of majority-owned Indonesian plantations and production of crude palm oil operating to the highest standards;

  2. Adhere strictly to the standards set by the RSPO and seek to purchase third-party fresh fruit bunches only from smallholders registered by the RSPO;

  3. Promote a culture of integrity, excellence and collaboration in a diverse workforce;

  4. Seek to enhance the quality of life of those living in and around its operations.

In pursuing its objective, the board reserves to itself decisions relating to anything likely to have a material impact on the Group from any perspective, including, but not limited to, financial, operational, strategic or reputational. These include:

Strategic setting
  • Setting the Group’s strategy;
  • Changes to the Group’s principal activities;
  • Changes to the Group’s capital structure or status as a quoted company;
  • Any matter relating to the Group’s issued share capital;
  • Setting dividend policy and proposing dividends.
Strategy execution
  • Approval of the Group’s risk assessment;
  • Acquisition or disposal of plantation land or other material assets;
  • Disposal of investments in associated undertakings;
  • Material borrowing;
  • Approval of annual operating and capital budgets;
  • Appointment of the Group’s professional advisers and auditors;
  • Material litigation involving the Group or its employees;
  • Approval of policies on bribery, whistleblowing, code of conduct, board and employee share dealing, and charitable and political donations.
Communicating with shareholders and other stakeholders
  • Identifying and ensuring appropriate engagement with stakeholders;
  • Approval of the interim and annual reports and accounts;
  • Approval of public announcements that are not routine or regulatory requirements;
  • Concluding that the Group is a going concern;
  • Selection of accounting policies and making material accounting judgements;
Corporate governance
  • The framework for the Group’s corporate governance and compliance against the chosen standard;
  • Ensuring maintenance of a sound system of internal control;
  • Changes to the size, structure and composition of the board;
  • Appointments to the board and selection of the chair and chief executive, as well as appointment of the president director of operations in Indonesia;
  • Approving membership and terms of reference of board committees;
  • Determining the independence of board members in light of their character, judgement and relationships;
  • Evaluating performance of the board and directors
  • Authorising conflicts of interest involving board members where these are permitted under the Group’s articles of association;
  • Remuneration of board members including pension arrangements and expenses, and terms of service;
  • Establishing long-term incentive plans for directors or employees.

14 December 2021