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.
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.
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.
The board is made up of eight directors, two executive and six non-executive. The non-executive 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. The board acknowledges that the chairman is not independent. To mitigate potential concerns around the lack of independence of the chair, one of the independent non-executive directors takes the role of senior independent non-executive director.
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 reviewed the Group’s stakeholders in June 2024 and has identified and approved a strategy for engaging with these groups as follows:
| Stakeholder | Channel of engagement |
|---|---|
| Investors | Through the Group’s website and public disclosures;
Group and other presentations/meetings with existing or prospective investors; 1:1 meetings by executives with larger investors; Meeting with smaller shareholders at the AGM; and presentations by executives via the Investor Meet Company platform, including on-line question and answer. |
| Employees | Annual performance reviews;
Ongoing training for employees, including in relation to key Group policies; Clear two-way communication channels established for all staff with feedback via line managers to more senior staff; Independent whistleblower hotline; Exit interviews; Operational presentations by staff to board members in person or by virtual means; and Regular executive visits to operations and meeting staff members on site. |
| Scheme smallholders | Regular interaction between Group and scheme smallholder representatives to obtain feedback on local issues;
Monthly progress meetings between Group representatives and co-operative leaders; and Dialogue regarding agronomic practices, estate costs, finance and accounting and distributions to members |
| Local communities | Contacts with local communities made by the Group’s staff, either based in Jakarta or locally;
Group estate grievance books; Whistleblower hotline; and University of Indonesia. |
| Co-investors | 1:1 meetings by executives of the respective organisations;
Regular co-operative co-ordination meetings. |
| Certain suppliers | Group Indonesian purchasing teams in Jakarta and locally maintain dialogue with individual suppliers including working collaboratively on sustainability initiatives;
On site visits to suppliers with focus on specific compliance topics. |
| Certain customers | Group Indonesian marketing teams in Jakarta and locally maintain dialogue with certain major customers, including responding to due diligence requests and working collaboratively on sustainability initiatives. |
| European plantation companies | Individual contact between senior management. |
| Government and Regulatory bodies | Through the Group’s website and public/mandatory disclosures;
Response to consultation papers; Direct engagement where applicable; Engagement with and implementation of relevant regulatory outputs. |
| Certification bodies including RSPO | In the case of RSPO: Participation in relevant working groups;
Informal working contact with RSPO staff; Regular accreditation and audit work; and Periodic meeting of staff at senior level. |
Following continuing stakeholder engagement, the Group has increased the amount of detailed sustainability information that it publishes, including providing analysis of carbon emissions in line with the guidance of the Taskforce on Climate-related Financial Disclosures.
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.
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.
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