Carbon Done Right

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Carbon Done Right plants rainforest on degraded smallholder farms and has built a world-leading carbon quantification platform that provides unprecedented insights into forest change and carbon capture at the individual tree level, providing our buyers extraordinary levels of trust and traceability through our dashboard.

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Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders of the Company, and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. The Board is committed to sound corporate governance practices, which both are in the interest of its Shareholders and contribute to effective and efficient decision-making.


The Company is subject, among other laws and regulations, to instruments published by relevant Canadian securities regulators. One such instrument, NI 58-101 Disclosure of Corporate Governance Practices, prescribes certain disclosure by the Company of its corporate governance practices and NP 58-201 Corporate Governance Guidelines provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. This paragraph sets out the Company’s approach to corporate governance and addresses the Company’s compliance with NI 58-101 and NP 58-201.


As a result of its listing on the TSX-V and being a reporting issuer in the Canadian province of British Columbia, the Company has already established corporate governance practices and procedures appropriate for a publicly listed company in Canada. The Company complies with Canadian corporate governance standards appropriate for publicly listed companies, including the adoption of a Code of Business and Ethics and an updated Corporate Disclosure and Trading Policy.


The QCA has published the QCA Code, a set of corporate governance guidelines, which include a code of best practice for growing UK companies, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters. With effect from Admission, the Board will, in addition to the Canadian Guidelines, have regard to the recommendations set out in the QCA Code (and, where appropriate, the Remuneration Committee Guide published by the QCA) concerning the roles and responsibilities of Directors, the independence of Directors, the establishment and work of the remuneration committee and the appointment of new Directors and succession planning.


The Board will meet regularly to review, formulate and approve the Company’s strategy, budgets and corporate actions and oversee the Company’s progress towards its goals. The Directors intend to hold Board meetings at least one times each financial year (on a pro-rata basis for the first year following Admission), and at other times as and when required. The Board is responsible for reviewing and approving the Company’s operating plans and budgets as presented by management. The Board is responsible for identifying the principal risks of the Company’s business and for ensuring these risks are effectively monitored and mitigated to the extent practicable. Succession planning, including the recruitment, supervision, compensation and performance assessment of the Company’s senior management personnel also falls within the ambit of the Board’s responsibilities. The Board is responsible for ensuring effective communications by the Company with its shareholders and the public and for ensuring that the Company adheres to all regulatory requirements with respect to the timeliness and content of its disclosure.

The Board is responsible for approving annual operating plans recommended by management. Board consideration and approval is also required for all material contracts and business transactions and all debt and equity financing proposals.

The Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements.

The QCA Code recommends that the board of directors should include a balance of executive and non-executive directors, such that no individual or small company of individuals can dominate the board’s decision taking. In the case of a smaller company, such as the Company, the QCA Code recommends that the board should include at least two non-executive directors who are deemed to be independent for the purposes of the QCA Code. The Board consists of the Non-Executive Chair, Neil Passmore, the President, Kevon Godlington, the Chief Executive Officer, Dr James Tansey, and two other Non-Executive Directors, [Celia Francis] and [Abayomi Akinjide]. [Celia Francis], [Abayomi Akinjide] are considered to be independent for the purposes of the QCA Code.

The Board has established an Audit Committee and a Remuneration Committee [+Planting Committee?], with formally delegated duties and responsibilities, as described below.

Audit Committee

The Remuneration Committee will review the performance of the executive directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. Under its terms of reference, it is required to meet at least twice a year and is responsible for ensuring that the executive directors, officers and other key employees are fairly rewarded (which extends to all aspects of remuneration) for their individual contribution to the overall performance of the Group.
The Remuneration Committee is chaired by [⬤] and its other members are [⬤] and the Company Chairman, [⬤].
Remuneration Committee

The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. Under its terms of reference, it is required to meet at least three times a year, at which the executive directors may attend by invitation, and is responsible for keeping under review the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditors. It also has responsibility for matters of risk, for public reporting and internal controls and for arrangements whereby employees may raise matters of concern in confidence.

The Audit Committee is chaired by [] and its other member is [], both of whom are independent and are deemed to have recent and relevant financial expertise.

Planting Committee
Share Dealing Code
The Share Dealing Code imposes restrictions beyond those that are imposed by law (including by FSMA, MAR and other relevant legislation) and its purpose is to ensure that persons discharging managerial responsibility and persons connected with them do not abuse, and do not place themselves under suspicion of abusing, price-sensitive information that they may have or be thought to have, especially in periods leading up to an announcement of both financial results and the results of the Company’s research trials. The Share Dealing Code sets out a notification procedure which is required to be followed prior to any dealing in the Company’s securities.