In formulating the Company's corporate governance procedures, the Board of Directors takes due regard of the principles of good governance set out in The UK Corporate Governance Code issued by the Financial Reporting Council in June 2010 (as appended to the Listing Rules of the Financial Services Authority) and the size and development of the Group. The Group also has regard to the Quoted Companies Alliance (QCA) Guidelines on Corporate Governance for Smaller Companies.
The Board of Verde AgriTech PLC is made up of one executive director and four non-executive directors.
The Board corresponds regularly via email and meets at least quarterly, thus providing effective leadership and overall control of the Group's affairs through the schedule of matters reserved for its decision. This includes the approval of the budget and business plan, major capital expenditure, risk management policies and the approval of the financial statements. Formal agendas, papers and reports are sent to the directors in a timely manner, prior to Board meetings. The Board delegates certain of its responsibilities to Board committees which have clearly defined terms of reference. Between Board meetings, the Executive Director, the Chief Financial Officer, non-executive directors and key operations personnel meet on a regular basis to review and discuss progress.
All directors have access to the advice and services of the Corporate Secretary, who is responsible for ensuring that all Board procedures are followed. Any director may take independent professional advice at the Group's expense in the furtherance of his duties.
The Audit Committee, which meets not less than quarterly and considers the Group's financial reporting (including accounting policies) and internal financial controls, is chaired by R Gomes, the other members being A Paulinelli and G Fonseca. The Committee receives reports from management and from the Group's auditors. The Group has in place a series of procedures and controls designed to identify and prevent the risk of loss. These procedures are formally documented and are reported on regularly. The Audit Committee has reviewed the systems in place and considers these to be appropriate.
The Compensation Committee which meets at least once a year and is responsible for making decisions on directors' remuneration packages is chaired by R Gomes and G Fonseca is the other committee member.
Remuneration of executive directors is established by reference to the remuneration of executives of equivalent status both in terms of time commitment, level of responsibility of the position and by reference to their job qualifications and skills. The Compensation Committee will also have regard to the terms which may be required to attract an executive of equivalent experience to join the Board from another company. Such packages include performance related bonuses and the discretionary grant of share options.
The Corporate Governance and Nominating Committee is responsible for regularly reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations to the Board with regard to any changes. This committee is chaired by R Gomes and A Paulinelli is the other committee member.
The Company's principal communication with its shareholders is through the Annual General Meeting and through the annual report and accounts, news releases and interim statements.