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Corporate Governance Policy

OBJECTIVE AND SCOPE

The objective of this corporate governance policy is to set out a governance policy that the Company’s board of directors and senior management will adopt and follow.  Set forth below are guidelines for the Company’s approach to governance including the constitution and independence of the board of directors and the functions to be performed by the board and its committees.

Mandate of the Board of Directors

The board of directors of the Company has overall responsibility for the stewardship of the Company, including responsibility for

A) adoption of a strategic planning process and approval of a strategic plan,

B) identification of the principal risks of the Company’s business, including environment and climate change and cybersecurity related risks and vulnerabilities, and ensuring the implementation of appropriate systems to manage these risks,

C) succession planning, including appointing and monitoring senior management,

D) implementation of a communication policy for the Company regarding disclosure of corporate information, and

E) the integrity of the Company’s internal control and management information systems including accounting systems.

 

Corporate Governance Policy

Senior management of the Company must develop long-term strategies with respect to the Company’s operations to be considered and, if deemed appropriate, adopted by the board of directors.  The strategies are to be reviewed and updated as required.

Included in the development of these long-term strategies will be annual strategic, operating and capital plans.  The strategic plan is to take into account, among other things, the opportunities and risks of the Company’s business.

The board of directors has the responsibility to identify, with the advice of management, the principal risks of the Company’s business, including environment and climate change and cybersecurity related risks and vulnerabilities, and must, with management, establish systems, processes and procedures to ensure that these risks are monitored and appropriately managed. These systems and procedures must include the effective management of the Company’s assets and financial resources, and must ensure compliance with all regulatory obligations.

The board of directors is responsible for the supervision of senior management to ensure that the operations of the Company are conducted in accordance with objectives set by the board. The board must approve all appointments of senior management and, as part of the Company’s planning process, review and discuss succession planning for senior management positions on a regular (annual) basis.

The Board will meet at least once each quarter and, including such quarterly meetings, a minimum of five times a year, and as may be required to fulfill its duties. The Chair, with the assistance of the Lead Director (if there is one) and the CEO will be responsible for the agenda for each Board meeting.

The Board will oversee the process of the annual evaluation of the performance and effectiveness of the Board, Board Committees, and individual Directors.  The Board may delegate the undertaking of the foregoing evaluation process to the Governance & Nominating Committee and will receive and consider reports and recommendations from the Governance & Nominating Committee on the results of the annual evaluation of the performance and effectiveness of the Board, Board committees, and on a periodic basis all individual Directors.

The Corporate Disclosure Policy of the Company is attached as Appendix A. Following it will ensure that all material issues relating to the Company are communicated to shareholders and other stakeholders adequately. It includes provisions regarding the release of annual and quarterly reports and press releases.
In addition to annual general meetings, meetings will be held from time to time in each year between management and various investors, investment analysts, credit rating agencies and financial institutions. Selective disclosure to investors and investment analysts is not permitted and the Corporate Disclosure Policy contains measures to ensure this does not occur.
The Corporate Disclosure Policy must be reviewed annually by the board.

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