Corporate Governance Report

Updated September 2018

Introduction
The Board of directors of the Company recognises the importance of sound corporate governance and applies The Quoted Companies Alliance Corporate Governance Code (2018) (the ‘QCA Code’), which they believe is the most appropriate recognised governance code for a company with shares admitted to trading on the AIM market of the London Stock Exchange. The QCA Code provides the Company with the framework to help ensure that a strong level of governance is maintained, enabling the Company to embed the governance culture that exists within the organisation as part of building a successful and sustainable business for all its stakeholders.

The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of the business.

These principles are:
1. Establish a strategy and business model which promote long-term value for shareholders;
2. Seek to understand and meet shareholder needs and expectations;
3. Take into account wider stakeholder and social responsibilities and their implications for long tern success;
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation;
5. Maintain the board as a well-functioning balanced team led by the Chair;
6. Ensure that between them the directors have the necessary up to date experience, skills and capabilities;
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement;
8. Promote a corporate culture that is based on ethical values and behaviours;
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board; and
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

There follows a short explanation of how the Company applies each of the principles:

Principle One
Establish a strategy and business model which promote long-term value for shareholders
DekelOil is a large-scale palm oil producer that works in close partnership with the communities and authorities in its areas of operation. The establishment of such partnerships enables DekelOil to pursue its strategy of building sustainable, inclusive and environmentally sensitive palm oil production centres in the Ivory Coast and, in time, across West Africa.

DekelOil’s vision is to develop and expand its palm oil production operations in the Ivory Coast, with a strong focus on operational efficiency, environmental and socially responsible operating practices. The long term objective for DekelOil is to become a major palm oil player in West Africa.

The Company has a eight-step development strategy:
1. Safely and responsibly operate its 70,000t Crude Palm Oil (CPO) mill. 
2. Continue to develop and expand its relationship with local oil palm planters (the 27,000 hectares of Ayenouan Farmers and the Coopalen Supply Agreement).
3. Continue to develop new company plantations at Ayenouan as net cash flow from the mill operations permit.
4. Subject to future financing, commence the development at the 24,000-hectare site at Guitry.
5. Consider expansion opportunities in neighbouring countries.
6. Continue to ensure high quality CPO is produced that customers, stakeholders and regional partners are supportive of.
7. Continue carrying out initiatives for the benefit of the local communities in which it operates.
8. Proceed with the development of the raw cashew nut processing plant in which DekelOil holds an option to acquire 58%.

To the extent applicable, and to the extent it is able (given the current size and structure of the Company and the Board), DekelOil has adopted the Quoted Companies Alliance Corporate Governance Code. The Board intends to comply with the recommendations on corporate governance made by the Quoted Companies Alliance as far as is practicable. DekelOil will hold regular board meetings as issues arise that require the attention of the Board. The Board is responsible for formulating, reviewing and approving the Company’s strategy, budget, major items of capital expenditure and senior personnel appointments. Details of how the Company complies with the Code, and the reasons for any non-compliance, are set out below, together with the principles contained in the Code.

Prior to the formal adoption of the Code, the Company has, for a number of years, operated in compliance with recommendations of the QCA, in so far as the size of the Company and its Board deemed appropriate. For that reasons no significant changes in governance related matters have been needed. No key governance matters have arisen since the publication of the last Annual Report.

In light of the Company’s size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company has adopted a share dealing code for directors’ dealings in securities of the Company, which is appropriate for a company admitted to AIM. The Directors will comply with Rule 21 of the AIM Rules relating to directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s “applicable employees” (as defined in the AIM Rules).

Principle Two
Seek to understand and meet shareholder needs and expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders in order to communicate DekelOil’s strategy and progress and to understand the needs and expectations of shareholders. Shareholders are encouraged to attend the Company's Annual General Meeting. Investors also have access to current information on the Company though its website, www.dekeloil.com and via Lincoln Moore, Executive Director who is responsible for shareholder liaison and available to answer investor relations enquiries. The Company has also engaged the services of a third party Investor Relations firm, St Brides Partners.

The Company’s annual report, Notice of Annual General Meetings (AGM) are sent to all shareholders and can be downloaded from the Company’s website. Copies of the interim report and other investor presentations are also available on the Company’s website.

Shareholders are kept up to date via regulatory news flow (“RNS”) on matters of a material substance and regulatory nature. Periodic updates are provided to the market and any deviations to these updates are announced via RNS.

At the AGM, separate resolutions are proposed on each substantial issue. For each proposed resolution, proxy forms are issued which provide voting shareholders with an opportunity to vote in advance of the AGM if they are unable to vote in person. The Company’s registrars count the proxy votes which are properly recorded and the results of the AGM are announced through an RNS.

The Board is keen to ensure that the voting decisions of shareholders are reviewed and monitored and that approvals sought at the Company’s AGM are as much as possible within the recommended guidelines of the QCA Code.

Beyond the AGM, the Executive Director and, where appropriate, other members of the senior management team meet regularly with investors and analysts to provide them with updates on the Group’s business and to obtain feedback regarding the market’s expectations of the Group. Investor roadshows are arranged throughout the year to meet with existing shareholders and potential new stakeholders to maintain, as much as possible, transparency and dialogue with the market. Additionally Investor presentations can be found on the Company’s website.

Principle Three
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Group’s operations in Côte d’Ivoire to date have created over 300 new jobs and it is expected the development of the Company (and its subsidiaries) moving forward will create at least an additional 300 new jobs. It is also expected to improve existing oil palm farm yields, enhance Ayenouan farmers’ income, revitalise the Co-operatives and accelerate the development of social infrastructure in the local community. DekelOil Côte d’Ivoire’s activity affects the lives of more than 6,000 families directly and indirectly. DekelOil Côte d’Ivoire has completed an Environmental and Social Impact Assessment (“ESIA”) which is in line with the International Finance Corporation (“IFC”) requirements and Ivorian law. DekelOil Côte d’Ivoire is committed to adopt and operate in accordance with the recommendations provided by the ESIA.

The aim of the ESIA report was to satisfy both legal and institutional obligations under the Ivorian environmental protection laws (Arrêté no 00972 du 14 Novembre 2007 relatif á l’ application du décret no 96 894 du 8 Novembre 1996), and also comply with the IFC standards on the environment.

DekelOil Côte d’Ivoire is a member of the Roundtable of Sustainable Palm Oil (“RSPO”). The RSPO was established in 2004 to promote the production and use of sustainable palm oil. The RSPO is an association created by organisations carrying out activities in and around the entire supply chain for palm oil to promote the growth and use of sustainable palm oil. The Directors are committed to compliance with its code of conduct where applicable and will consider the RSPO certification process in due course, as they believe premium pricing may emerge for RSPO certified palm oil in the future.

Principle Four
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board is responsible for ensuring that procedures are in place and being implemented effectively to identify, evaluate and manage the significant risks faced by the Company. The following principal risks, and controls to mitigate them, have been identified:

Risks relating to the business and operations of the Company


Civil War, Change of Political regime or Political unrest
- The Company has put in place political risk insurance. The Company maintains regular contact and develops relationships with all levels of government and opposition parties as well as leaders in the local community.
Rural Land in Côte d’Ivoire is Unregistered and often Unregulated
- The Company has undertaken a process to register all key areas of land in which it operates.
Reliance on Third Party Suppliers of FFB
- The Company purchasers FFB from 1,000s of different small farmers and takes an active role in the local industry by taking membership in all local committees as well as supporting the local co-operatives.
Commodity and CPO Prices
- The Company is naturally hedged in most circumstances from significant variations in CPO prices given there is a link between final CPO sales prices and the price of FFB. However, similar to most commodities trading in commodities this risk cannot be completed mitigated.
- The Company is seeking to diversify its products and reliance on CPO by entering into the cashew processing market.
Foreign exchange risk
- The company ensures all debts incurred are in the same currency as sales revenue is derived.
Equipment Failure
- The Company undertakes a vigorous daily maintenance programme as well as a significant annual maintenance programme in Q4 of each year
- The Company has back up parts for all Mill operations. In addition, the Company invested in a second boiler to mitigate the largest area of operational failure

Principle Five
Maintain the Board as a well-functioning, balanced team led by the Chair
All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and will continue to seek re-election at least once every three years. To date in the current financial year the Directors have a 100% record of attendance at meetings. Directors meet formally and informally both in person and by telephone. The Board is responsible to the shareholders for the proper management of the Group and meets at least twice per year in addition to weekly board phone calls to set the overall direction and strategy of the Group, to review scientific, operational and financial performance and to advise on management appointments. All key operational and investment decisions are subject to Board approval.

Andrew Tillery and Bernard Francois are considered to be Independent Directors (applying the principles on independence set out in Section B.1.1. of the UK Corporate Governance Code published by the Financial Reporting Council).

Principle Six
Ensure that between them, the directors have the necessary up-to-date experience, skills and capabilities
Our multi-disciplinary management team of executives, entrepreneurs and agronomists can call upon more than 30 years of experience in the international agro-industry. Team members have driven the planning, implementation and management of large-scale agricultural and agri-industrial projects across several continents. The Board considers that all of the Directors and Non-executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities, and bring considerable experience in scientific, operational and financial development of food products and companies. The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the ongoing development of the Company. The Board ensures its knowledge is kept up to date on key issues and developments pertaining to the Company, its operational environment and to the Directors’ responsibilities as members of the Board. During the course of the year, Directors receive updates from various external advisers on a number of corporate governance matters.

Audit and Remuneration Committees have been established and in each case comprise Andrew Tillery, Lincoln Moore and Bernard Francois. The audit and remuneration committees comprise a majority of non executives and that they are chaired by non executives.

The role of the Remuneration Committee is to review the performance of the executive Directors and to set the scale and structure of their remuneration, including bonus arrangements. The Remuneration Committee also administers and establishes performance targets for the Group’s employee share schemes and executive incentive schemes for key management. In exercising this role, the terms of reference of the Remuneration Committee require it to comply with the Code of Best Practice published in the Combined Code.

The Audit Committee is responsible for making recommendations to the Board on the appointment of the auditors and the audit fee, and receives and reviews reports from management and the Company’s auditors on the internal control systems in use throughout the Group and its accounting policies.

Directors’ biographies are set out here:

Andrew James Tillery, Non-Executive Chairman
Mr Tillery is an experienced project manager and investment analysis with over 20 years operational management and private equity experience in Africa and other emerging markets. This includes seven years (1996-2003) as a CEO in Côte d'Ivoire, West Africa where he had responsibility for managing a group of oil palm operations and also founding a natural rubber business. Mr Tillery has an MA and MSc from Oxford University, an MBA from the University of Chicago and worked with CDC Group Plc (the UK Government development finance institution) from 1989 until 2004. Following this he spent several years in emerging markets investment management, including four years as a Senior Investment Manager with Norfund, the Norwegian Investment Fund for Developing Countries, based in Oslo after a secondment period to venture capital fund managers Fanisi Capital Ltd in Nairobi. Mr Tillery also briefly returned to CDC Group (now renamed ACTIS Capital LLP) as an Investment Director from 2006-2008. He is currently on the board of three African agribusiness and adviser to several agribusiness investment funds in sub-Saharan Africa. He also recently joined Collabrium Capital, a London based investment bank, as a partner responsible for the management of several emerging market funds.

Youval Rasin, Chief Executive Officer
Mr Rasin is the co-founder of DekelOil and has held senior management positions in various companies within the Rina Group, a family holding company with diverse interests including agriculture, mining and hotels in Africa and Europe. Mr. Rasin is interested in StarEnergy SA which has undertaken construction of a 381MW gas turbine. Furthermore, Mr. Rasin has interests in Marine Carrier SA, Starten Limited, StarTen CI SA and Egoz Limited. He is also interested in StarAgro SA which is involved in the production of rubber and cacao plants. By profession, Mr Rasin is a qualified lawyer and has been active in Côte d’Ivoire since 2002, with 7 years experience in agro-industrial projects including 5 years in the palm oil industry with DekelOil.

Yehoshua Shai Kol, Chief Financial Officer
Mr Kol is the co-founder of DekelOil. By profession, Mr Kol is a Chartered Accountant, and has an MBA from Tel Aviv University. Mr Kol worked for 13 years in finance, with significant business & international exposure. Mr Kol is a former employee of KPMG Corporate Finance and Professional Practice. He was also the Financial Director for Europe, Middle East and Africa for an international software company, Director of Finance and Business Development for Yellow Pages Ltd in Israel, during which time he lead fund raising and Mergers & Acquisitions activities.

Lincoln John Moore, Executive Director
For the past 8 years Mr. Moore has been actively involved in establishing and raising finance for oil palm projects in Liberia, Sierra Leone and Côte d’Ivoire. Mr Moore was the former Chief Financial Officer of Sierra Leone Agriculture Ltd (now owned and operated by Biopalm Ltd) until September 2011 and a co-founder and former director of Ragnar Capital Ltd, where he played a key role in raising over $US50m for oil palm projects in West Africa. This included the Biopalm Ltd investment into DekelOil of €8.3 million.  Mr Moore is a Chartered Accountant and former senior manager in the restructuring division of Deloitte and Touche.

Mr. Bernard Francois Non-Executive Director
Over the course of a career spanning 33 years, Mr Francois has held a number of senior executive roles in agricultural businesses across Africa, Asia, and South America with several different commodities including palm oil, rubber, coffee, and cocoa. Between 2010 and 2015, he was CEO of the largest palm oil company in Côte d’Ivoire, PALMCI S.A, which is part of the publicly listed SIFCA Group. As CEO, Mr Francois oversaw the management of approximately 40,000 ha. of industrial plantations, a further 130,000 ha. of smallholder plantations, as well as the production of 300,000 tons of Crude Palm Oil and Palm Kernel Oil per year from 10 palm oil mills and two palm kernel mills.

Principle Seven
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Internal evaluation of the Board, the Committees and individual Directors is undertaken on an annual basis in the form of peer appraisal and discussions to determine the effectiveness and performance against targets and objectives, as well as the Directors' continued independence. As a part of the appraisal the appropriateness and opportunity for continuing professional development whether formal or informal is discussed and assessed.

The Board may ultilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning. Succession planning is formally considered by the Board on an annual basis in conjunction with the appraisal process.

Principle Eight
Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole which in turn will impact Company’s performance. The Directors are very aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that consultants or other representatives behave. 

The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Group’s operations. These values are enshrined in the written policies and working practices adopted by all employees in the Group. An open culture is encouraged within the Group, with regular communications to staff regarding progress and staff feedback regularly sought. The Executive Committee regularly monitors the Group’s cultural environment and seeks to address any concerns than may arise, escalating these to Board level as necessary.

The Group is committed to providing a safe environment for its staff and all other parties for which the Group has a legal or moral responsibility in this area. The Group’s health and safety policies and procedures encompass all aspects of the Group’s day-to-day operations.

Issues of bribery and corruption are taken seriously. The Company has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the Company, its employees and those third parties to which the business engages with. The policy is provided to staff upon joining the business and training is provided to ensure that all employees within the business are aware of the importance of preventing bribery and corruption. Each employment contract specifies that the employee will comply with the policies.


Principle Nine
Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
Ultimate authority for all aspects of the Company's activities rests with the Board, the respective responsibilities of the Chairman and Non-Executive Directors arising as a consequence of delegation by the Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved for the Board. The Chairman is responsible for the effectiveness of the Board as well as primary contact with shareholders.

The Board has overall responsibility for promoting the success of the Group. The Executive Directors have day-to-day responsibility for the operational management of the Group’s activities. The Non-executive Directors are responsible for bringing independent and objective judgment to Board decisions.

There is a clear separation of the roles of Chief Executive Officer and Non-executive Chairman. The Chairman is responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making and ensuring the Non-executive Directors are properly briefed on matters. The Chairman has overall responsibility for corporate governance matters in the Group and chairs the Nominations and Corporate Governance Committee. The Chief Executive Officer has the responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Group. The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.

The Board has established an Audit Committee and Remuneration Committee with formally delegated duties and responsibilities.

Audit Committee
The Audit Committee comprises three Directors, Andrew Tillery, Lincoln Moore and Francois Bernard, and is chaired by Andrew Tillery. The Audit Committee will meet at least three times a year and at such other times as the chairman of the Audit Committee shall deem necessary. The Audit Committee receives and reviews reports from management of the Company’s auditors relating to the interim and annual accounts and keeps under review the accounting and internal controls which the Company has in place.

Remuneration Committee
The Remuneration Committee comprises three Directors, Andrew Tillery, Lincoln Moore and Francois Bernard, and is chaired by Andrew Tillery. The Remuneration Committee will meet at such times as the chairman of the Remuneration Committee or the Board deem necessary. The Remuneration Committee will determine and review (in consultation with the Board) the terms and conditions of service of the executive directors and non-executive directors. The Remuneration Committee will also review the terms and conditions of any proposed share incentive plans, to be approved by the Board and the Company’s shareholders.

Bribery Act 2010
The Bribery Act 2010 (“Bribery Act”) which came into force in the UK on 1 July 2011, prescribes criminal offences for individuals and businesses relating to the payment of bribes and, in certain cases, a failure to prevent the payment of bribes. Whilst the Directors believe that the Group conducts its affairs in a manner which means that either the Bribery Act will not apply to any member of the Group or which would in any event not result in any criminal offence being committed by a member of the Group or any of its directors, the Company has nonetheless established procedures designed to ensure that no member of the Group engages in conduct for which a prosecution under the Bribery Act may result. 

Principle Ten
Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Company places a high priority on regular communications with its various stakeholder groups and aims to ensure that all communications concerning the Group’s activities are clear, fair and accurate. The Group’s website is regularly updated and users can register to be alerted when announcements or details of presentations and events are posted onto the website. All material announcements are accompanied by an audio interview to assist in explaining the key messages and the Board has committed to provide all party shareholder conference calls three times per year.

The results of voting on all resolutions in future general meetings will be posted to DekelOil’s website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent shareholders.