Corporate Governance
The role of the Board
The Board is responsible for the long-term success of the Group through nominating independent Directors, selecting the Chairman and CEO, monitoring Group strategy and management execution, setting senior management compensation and providing oversight to the Group's financial reporting, internal control systems, business conduct and code of ethics through our Group Principal Policies.
Board Committees
Audit and Risk Committee
Our Audit and Risk Committee are responsible for the oversight of the financial reporting and disclosure process.
The principal responsibilities of the Audit and Risk Committee include overseeing our accounting and financial reporting processes and the audits of our financial statements; overseeing our internal accounting controls and audit procedures; reviewing and approving any related party transactions; and reports regularly to the Board. The Audit and Risk Committee is chaired by Alec Hayley. The other member is Alison McFadyen.
Remuneration Committee
The principal responsibilities of the Remuneration Committee include reviewing the Group’s policy relating to remuneration of the Chairman, executive Directors and the Company Secretary; determining the terms of employment of the Chairman, executive Directors and Company Secretary with a view to ensuring that those individuals are fairly and responsibly rewarded; and approving compensation packages or arrangements following the severance of any executive Director’s service contract. The Remuneration Committee is chaired by Alison McFayden. The other member is Alec Hayley.
Nominations and Governance Committee
The principal responsibilities of the Nominations and Governance Committee include reviewing the balance and composition (including gender and diversity) of the Board; overseeing the Board’s succession planning requirements, including the identification and assessment of potential Board candidates; reviewing the leadership needs of, and succession planning for, the Group in relation to both its executive and non-executive Directors and other senior executives. The Nominations and Governance Committee is chaired by Simon Turner, the Group non-executive Chairman. The other member is Alec Hayley.
Sustainability and Safeguarding Committee
The Sustainability and Safeguarding Committee is responsible for promoting human rights across the Group and further enhancing the Group’s environmental and sustainability practices. In 2024 the Board agreed to review the Committee’s terms of reference and changed its role from an advisory committee to a Board Committee. The Committee is chaired by Alison McFayden and the other member is Simon Turner. The Committee advises the Board on strategy in these areas and monitors and reports on progress against the agreed strategy.
Group Guiding Principles
The Group Guiding Principles (GPPs) establish standards expected across the Group in areas including employee wellbeing, environment, financial crime, health and safety, human rights, quality and traceability, whistleblowing, tax and modern slavery.
The GGPs are principles-based rather than prescriptive, recognising the operational autonomy of operating companies and the diversity of jurisdictions in which they operate. They reinforce the alignment between purpose, culture, risk management and operational practice and establish a coherent governance baseline across the Group, while allowing local boards to implement policies and procedures appropriate to their legal and socio-political context.
Responsibility for achieving required legal compliance lies with the boards and management teams of the respective operating companies. Operating companies are best positioned to identify relevant needs and implement processes that allow them to operate legally, responsibly, and ethically over the long term.
Employee Wellbeing
The wellbeing of employees of the Operating Companies is of paramount importance. Operating Companies should seek to build successful and sustainable businesses and communities and to ensure their employees have fair and attractive employment. Leadership teams at the Operating Companies are responsible for implementing and maintaining effective policies and procedures relating to employee wellbeing.
Environment
The Operating Companies are responsible for the long-term health and sustainability of large landholdings around the world. Preserving the quality of the environment is critical for future generations and to preserving the long-term value of those Operating Companies' operations. Employing sustainable environmental management practices to preserve the long-term health of the land, the local environment and the water supply are core to the values that Camellia expects the Operating Companies to uphold.
Financial Crime
These GGPs set out the core principles that Camellia expects the Operating Companies to adhere to in respect of bribery and corruption, money laundering, fraud, sanctions and export control matters (together, "Financial Crime"). Financial Crime in all its forms is a risk to business. Failure to comply with the laws, regulations and accepted practices in relation to prevention of Financial Crime can lead to serious financial penalties, reputational damage and criminal prosecution, both for the companies involved and the individuals.
Health and safety
Camellia aims for the Operating Companies to have an improved health and safety performance year on year. Camellia has accordingly formulated these Health and Safety GGPs which set out Camellia's expectation that the Operating Companies should commit to providing a safe and healthy workplace to protect all their employees, contractors, visitors and the public from foreseeable workplace hazards.
Human Rights
Camellia believes that people and communities flourish where human rights are respected, and recognises the critical role played by the Operating Companies and their suppliers in helping to source responsibly and sustainably. Camellia has accordingly formulated this GGP which sets out the overarching principles underpinning its expectations of the Operating Companies with respect to human rights.
Quality, Certification and Traceability
Quality, certification, and traceability are essential for ensuring customer satisfaction, compliance with standards, and transparency in operations. They help businesses meet legal and customer requirements, build trust, and maintain accountability throughout the supply chain and contribute to the overall efficiency, productivity, and reputation of a business. These GGPs set out the core principles which Camellia expects the Operating Companies to adhere to in respect of quality, certification and traceability matters.
Tax
Taxes fund essential public services such as education, healthcare, and transportation. Governments rely on tax revenue to support these services. Camellia's goal is for its own operations and those of the other Group Companies to be sustainable while maintaining responsibility to all stakeholders. Paying taxes is a part of this duty and helps protect shareholder value and reputation. Camellia expects all Group Companies to pay their fair share of taxes.
Whistleblowing and Complaints
Camellia encourages a culture of openness and accountability and encourages speaking up about actual or suspected wrongdoing. Camellia expects the Operating Companies to address issues effectively when they arise. It is important that all of the Operating Companies' Staff and supply chain staff and members of the relevant Operating Company's community (the "Stakeholders") feel that they can raise concerns, and that they know how to do so. Leadership teams at the Operating Companies are responsible for implementing and maintaining effective policies and procedures relating to complaints.
Modern Slavery Statement
This statement is made pursuant to section 54 of the Modern Slavery Act 2015 (Act) and is published by Camellia Plc (Camellia). It sets out the steps Camellia has taken to prevent slavery, human trafficking and forced labour in its own supply chains as well as Camellia's expectations of, and steps being taken by, the operating companies in which it is invested.