Chairman's statement on corporate governance

The board recognises the importance of a sound system of corporate governance and internal control. In some respects, the Group’s corporate governance is more developed than required under the QCA Code, the Group’s recognised corporate governance code.

The board is made up of three executive directors and four non-executives. This structure is designed to ensure that there is a clear balance of responsibilities between the executive and the non-executive functions. As chairman I am primarily responsible for setting the Group’s strategy in conjunction with the board, and for ensuring the effective operation of the board. This includes making sure the board continues to develop its corporate governance in response to changes in official standards and public expectations through full and timely discussion at board meetings. Board evaluation and a review of corporate governance will take place at least every two years, although the corporate governance information on our website is reviewed annually.

A good system of corporate governance is of no use without a board whose members continue to develop their skills and capabilities. Our board members have extensive experience and remain professionally active and motivated to broaden their knowledge. All directors have the opportunity to attend seminars and formal training courses; they keep in touch with relevant developments through discussion amongst their business and professional contacts; and they read relevant trade and other professional publications. This activity is recorded by the Group’s company secretary, who recommends appropriate seminars and training opportunities to directors.

The board conducted the first formal evaluation of itself during the first quarter of 2019. This was conducted internally, led by me and supported by the company secretary. Its design drew on an independent framework and recommended questions assessing the nature and performance of the board and its committees. Each board member invested a significant amount of time in answering a series of structured questions. A consolidated report of these assessments was considered by the board and actions in response to it were agreed. The retirement of Richard Robinow from the board at the end of 2019 after many years of valuable service, meant that further consideration was given to what skills and attributes would enhance the composition of the board. Given the Group’s focus on producing sustainable palm-oil the directors were delighted that Dr Darian McBain, both an experienced independent corporate director and senior academic specialising in sustainability and ESG, accepted an appointment to the board as a non-executive director. She will be able to provide valuable perspective in these increasingly significant areas. The next board evaluation is scheduled to take place in the first quarter of 2021.

Effective risk management, and acknowledging the role that stakeholders play in our Group’s operations, are central to our success. We believe compliance with the QCA Code provides a valuable support in strengthening our ability to grow and so deliver returns to our shareholders that also benefits our wider stakeholders. The Group sees ethical behaviour as a competitive advantage to building trust with suppliers and attracting and retaining high-performing staff. This too is emphasised in the QCA Code. Finally, the Group operates in a sector where timelines are long and hence where there is a premium on boards in which shareholders can place their long-term trust.

There have been no significant changes to the Group’s corporate governance framework during the year other than widening the scope of the remuneration committee to include the remuneration of senior management as well as that of executive directors.

Peter Hadsley-Chaplin

31 March 2020