Directors' responsibilities

The board reserves to itself a range of key decisions, some of which are described below, 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. In addition to formal board meetings, the executive and non-executive directors have discussions on an informal, yet frequent, basis to review progress against budget and other business issues.

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.

Succession planning

The board is committed to regular review of succession planning, including the merits of establishing a nominations committee. The board keeps under review the skills and experience required for the board to successfully formulate and execute Group strategy, the current skills and experience of board members as well as feedback from the board evaluation process. Professional consultants may be engaged to assist in identifying appropriate candidates. The chairman maintains a strong individual relationship with all the directors and any changes to the board are managed collaboratively with minimal disruption to the Group. It is considered that the board would be robust to any unplanned retirements and be able to recruit suitable well-qualified candidates within a reasonable period of time.

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, together with a chief executive. From 1 August 2021 until the appointment of a new chief executive on 1 January 2022, the chairman also assumed the responsibilities of chief executive. The chairman is primarily responsible for setting the Group's strategy in conjunction with the board, and for ensuring the effective operation of the board.  The chief executive is primarily responsible for implementing the Group's strategy.  Given the current structure and composition of the board, the role that the chairman performs, the size of the Group, the size of the shareholdings which directors hold in the Company and the active dialogue with institutional shareholders that takes place throughout the year, the board considers that a non-executive chairman would not provide any further benefit to the Company. The board acknowledges that the chairman is not independent. To mitigate concerns around the executive function of the chair, one of the independent non-executive directors takes the role of senior independent non-executive director.

Shareholder relations

The board attaches great importance to communications with both institutional and private shareholders. The executive directors regularly meet, either in person or through digital means, major shareholders to update them on the progress of the Group and discuss any areas of concern that they may have. At other times the executive directors respond to questions they receive from shareholders.  Any issues raised by major shareholders are discussed by the board as a whole.  Whilst this is not always possible with smaller shareholders, the chairman aims personally to respond to communications received from individuals, and the annual general meeting provides an opportunity for smaller shareholders to meet executive and non-executive members of the board, to raise any issues and discuss the development of the business with them.  Many of the Group's smaller shareholders have become personally known to the directors through their many years of regular attendance at the Company's AGMs. Although it was not possible to hold our 2020 and  2021 AGMs in person, all the directors were present on a live webcast at which they answered shareholders' questions communicated to the Company in advance of these meetings.  Recordings were available to watch for several weeks after these meetings. The board uses the Group’s website to make available details of AGMs and shareholder meetings; the results of the votes cast at those meetings; reports and presentations given at meetings with investors; announcements made by the Company and other regulatory information, as well as information explaining how it conducts its operations.

Since 2021 the board has made use of the Investor Meet Company platform specifically in order to widen its engagement with smaller shareholders. This enables the board to make free-to-view presentations to investors, potential investors and other stakeholders who are also able to use the platform to pose questions to the board.  

The board measures the success of its shareholder engagement strategy by the consistent support received for all but one resolution proposed by the Company in general meetings over at least the last decade. In addition, the board notes that many of the Company’s shareholders, both institutional and private, are longstanding, and that in normal times it consistently records high attendance at its AGMs.

Stakeholder awareness and engagement

The board places due weight on stakeholder awareness and engagement. It assesses stakeholders according to the definition of stakeholders set out in the Global Reporting Initiative (Standard 101 paragraph 1.1) as organisations or individuals who have a reasonable expectation of being significantly affected by the Group’s activities or products, or who are able to prevent the Group from achieving its objectives. The board has identified the Group’s stakeholders and approved a strategy for engaging with these groups as follows:

Stakeholder Channel of engagement


1:1 meetings by executives with larger investors;
Meeting with smaller shareholders at the AGM and digital company-to-shareholder platforms;
Press interviews and briefings.


Annual performance reviews;
Exit interviews.

Local communities


Contacts with local communities made by the Group’s staff, either based in Jakarta or locally;
Group estate grievance books;
University of Indonesia.


1:1 meetings by executives of the respective organisations.

Certain service suppliers

Group Indonesian purchasing teams in Jakarta and locally;
Contact with individual suppliers.

European plantation companies

Individual contact between senior management.

Roundtable on Sustainable Palm Oil ("RSPO")

Participation in relevant RSPO working groups;

Informal working contact with RSPO staff;

Periodic meeting of staff at senior level.

Following comments from stakeholders regarding board composition, two additional independent board members with expertise in corporate finance, the environment and information technology have been appointed over the past five years.

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.

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 statement and the strategic report, 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 adequate accounting records that are sufficient to show and explain the Group and Company's transactions and 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 and the directors’ remuneration report comply with the Companies Act 2006. 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.


The directors are responsible for the maintenance and integrity of the Company's website.