Investor Relations
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.
General
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.
Furthermore, the Board complies with the ten Principles set out in the corporate governance guidelines for QCA Code with the exception of certain of the disclosure requirements underpinning Principles 2, 3, 4, 8, 9 and 10 relating to reporting in its financial reporting with respect to (i) its corporate culture and how this is monitored; (ii) environmental and social issues and matters to meet investor needs and expectations; (iii) when the last externally facilitated board review took place and when the next one is planned for; (iv) the succession planning process; (v) how the remuneration structure and practice supports the delivery and attainment of the company’s purpose, business model, strategy, and culture; and (vi) the inclusion of a corporate governance report and an audit committee report, as this is not required under the format of financial reporting under Canadian corporate governance standards. The Board does report on certain of these matters via its other public disclosures for example in its periodic management’s discussion and analysis and information circulars. Further, the Board is not currently comprised of at least half independent non- executive directors in accordance with Principle 6 as this is not required under Canadian corporate governance standards and the Board believes that three key founder / ~Executive Directors is appropriate in a high growth company implementing innovative technological solutions to carbon market challenges. The Board is committed to a steady evolution of its composition to a majority of Independent Directors as it entrenches its position within nature-based carbon markets and grows in size. In addition, Canadian reporting obligations do not require a chairman’s corporate governance statement as contemplated by the QCA Code. However, the Board intends to implement additional disclosure in line with the QCA Code, to the extent appropriate for a Company of its size and stage of development, as further detailed in a corporate governance comparison table showing the Company’s compliance with Canadian corporate governance standards and the QCA Code and which is set out in Part VII of this Document and available on the Company’s website. This comparison table will be updated periodically.
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 each quarter (on a pro-rata basis for the first year following Admission), and at other times as and when required to discharge the duties of the Board. 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 dividends and distributions, material financings, transactions affecting authorised capital or the issue and repurchase of shares and debt securities and all material divestitures and acquisitions.
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 a board of directors should be comprised of an appropriate balance between executive and non-executive directors, and that as a minimum, 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 Executive Chair, Neil Passmore, Director and President, Kevin Godlington, the Chief Executive Officer, Dr James Tansey, and two other Non-Executive Directors, Celia Francis and Abayomi Akinjide. Celia Francis and Abayomi Akinjide are considered to be independent for the purposes of the QCA Code. Abayomi Akinjide is the Senior Independent Director.
The Board has established an Audit Committee, Human Resource and Compensation Committee, a Corporate Governance and Nomination Committee, a Disclosure Committee and a Safety and Sustainability Committee, with formally delegated duties and responsibilities, as described below.
Audit Committee
Human Resource and Compensation Committee
The Human Resources and Compensation Committee is responsible for developing the Company’s human resources strategy and to review on an annual basis the adequacy and form of compensation and benefits of all executive officers and Directors, and with respect to the Company’s equity incentive plan and the granting of equity incentives thereunder. The 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, the Committee will make every effort to meet at least one time each fiscal year, on such dates as may be determined by the Committee, and shall conduct additional meetings as required from time to time 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. To carry out its duties, the Board may retain special legal, accounting, financial or other consultants to advise the Board on human resources strategies and compensation matters.
The current Human Resources and Compensation Committee members are Celia Francis (Chair), Abayomi Akinjide and Neil Passmore. Ms. Francis and Mr. Akinjide are considered to be independent.
Corporate Governance and Nomination Committee
The Company’s Corporate Governance and Nomination Committee has responsibility for identifying potential Board candidates. The Committee assesses and make recommendations regarding governance effectiveness and establishes and leads the process for identifying, recruiting, appointing, re-appointing and providing ongoing development of qualified Directors to achieve the Company purpose and mission. The Committee also acts as a governance focused resource, current on trends and expectations, accountable for the Board and Company’s governance guidelines and policies to support good governance and promote the healthy development and functioning of the Board, Board Committees and Board Directors. As an AIM listed Company, the purpose of this Committee is also to ensure compliance with the AIM Rules.
The Corporate Governance and Nomination Committee is chaired by James Tansey and its other members are Celia Francis and Abayomi Akinjide. Ms. Francis and Mr. Akinjide are considered to be independent.
Disclosure Committee
The primary function of the Safety and Sustainability Committee is to assist the Board in fulfilling its oversight responsibilities relating to operating in a safe, environmentally and socially responsible (sustainable) manner and ensuring the integrity of policies and practices with respect to
(a) Workforce and public safety in Company activities and at its operating sites; and
(b) Sustainability in the Company’s activities with respect to people (wellbeing), planet (environmental) and prosperity (community and innovation) considerations.
The Committee monitors, evaluates, advises and makes recommendations in accordance with these terms of reference by reviewing reports and other information provided by the senior management of the Company and outside experts. Consistent with this function, the Committee will encourage continuous improvement of and fulfilment of the Company’s policies, procedures and practices at all levels in relation to the Company’s impact on society, the communities within which it operates and the environment.
The Safety and Sustainability Committee is chaired by Kevin Godlington and its other members are James Tansey and Celia Francis.
Share Dealing Code and Dealing Notification Policy
The Company has adopted, with effect from Admission, a revised dealing code and dealing notification policy for Directors and applicable employees of the Group for the purpose of ensuring compliance by such persons with the provisions of the AIM Rules relating to dealings in the Company’s securities (including, in particular, Rule 21 of the AIM Rules) and MAR, as well as applicable Canadian securities laws. The Directors consider that this dealing code and dealing notification policy is appropriate for a company whose shares are admitted to trading on AIM and the TSX-V, and will take all reasonable steps to ensure compliance by the Directors and any relevant employees with such policy.
Carbon Credit Policy
Anti-Corruption and Bribery Policy
The Company has adopted an anti-bribery and corruption policy which applies to the Board and employees of the Group. It sets out their responsibilities in observing and upholding a zero- tolerance position on bribery and corruption in all the jurisdictions in which the Group operates as well as providing guidance to those working for the Group as to the procedure to be followed and how to deal with bribery and corruption issues and the potential consequences. The Company expects directors, officers, employees, suppliers, contractors and consultants to conduct their day- to-day business activities in an honest and ethical manner, to be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in compliance with it. Managers at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.
Last updated XX XX 2024
