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The Principles of Good Governance

The Board is committed to high standards of corporate governance. The adoption and maintenance of good governance is the responsibility of the Board as a whole, who have considered the twelve principles of good practice published in the QCA Corporate Governance Guidelines for Smaller Companies updated in 2013. The Board believes that it has incorporated these principles in formulating a Corporate Governance policy appropriate to the size of the Group, and which can provide comfort for the Company’s numerous and widespread shareholder base who have the right to expect the highest possible level of standards. The Directors are pleased to provide the following information:

The Board of Directors

The Board currently comprises seven directors, three of whom are executive and four non-executives. The roles of Chairman and Chief Executive are separated. The Chairman is non-executive and is elected by the whole Board on an annual basis, with Mr J J McCarthy originally appointed to this role in November 2013.

The executive directors all have considerable experience in the agricultural supply industry and have spent much of their careers with the Group, providing a significant degree of management continuity.

The non-executives bring a range of business and commercial expertise to the Board, including direct agriculture and specialist retail skills, and are all deemed independent under the Guidelines.

Mr P M Kirkham, having been appointed in April 2013 is deemed the Senior independent non-executive. The Chairman is responsible for the periodic performance reviews of the Board sub-committees and non-executive Directors.

Following a rigorous recruitment process, Mr Stephen Ellwood was appointed to the Board in April 2016. Mr Ellwood currently holds a number of non-executive positions in agricultural companies and is Chairman of the European Food & Farming Partnership. An analysis of these positions was conducted prior to his appointment, with no conflict of interests recognised. He had previously held the role of Head of Agriculture at HSBC Bank Plc and was a corporate finance executive with the top ten professional services firm Smith & Williamson, and therefore brings considerable broad skills to Board.

A formal schedule of matters requiring Board approval is maintained, and covers such areas as Group strategy, approval of financial budgets and results, Board appointments, approval of major capital expenditure and dividend policy. The Board normally meet once a month with additional meetings as necessary. Directors are able, if necessary, to take independent professional advice in furtherance of their duties, at the Company’s expense. All directors and some senior members of staff have adopted a set of guidelines in regard to their responsibilities for the management and conduct of the Company. The Board believes that this structure, together with the operation of its sub-committees described below, satisfies the flexible and effective management elements of the QCA guidelines. Certain relevant details of the contracts of employment for the executive directors, and the letters of appointment for the non-executive directors are disclosed in the Director’s Remuneration Statement. 

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