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. Full details can be found on the company’s website: 

We have outlined below a short explanation of how the Company applies each of the principles at the time of preparation of this report.  The Company will continually reassess and strengthen its polices and associated execution of the aforementioned policies.

Principle One
Establish a strategy and business model which promote long-term value for shareholders

Dekel 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 Dekel 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.  Full details are provided on the Company’s website. We also have significant investment interests in the Cashew Nut Sector through our investment in Capro.

At the core of our immediate strategy is working to increase our market share of the quantity of FFB from our small holder suppliers and increase the market size of FFB from small holders in our region.  To increase market share we apply best practise supplier payment systems and assist our small holders with logistics.  This is evident in the 6 logistic centres we have established (last year 5) to ease the transportation burden on small holders delivering FFB to our Mill. We are also working to implement both a sustainable fertiliser programme with our small holder farmers and a health care programme.

We are also working hard to apply best in practise environmental processes in our existing operations.  An example of this is our effluent treatment plant operation which we understand is the only fully compliant system operating in our country of operations.  We are also a fully committed member of the Round Table for Sustainable Palm Oil and we are well advanced to full certification.

The Group prepares detailed forecasted cash flows and has done so through the end of 2024, which indicate that the Group should have positive cash flows from its operations. However, the operations of the Group are subject to various market conditions, including quantity and quality of fruit harvests, CPO market prices and Cashew Nut Prices that are not under the Group's control that could have an adverse effect on the Group's future cash flows. 

Dekel will continue to assess opportunities to diversify its commodity base and in time, the countries it operates to deliver long term sustainable and diversified revenue streams.

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 Dekel’s strategy and progress and to understand the needs and expectations of shareholders.  In 2020 this included increasing our use of social media, regular podcasts to explain key announcements and at least twice yearly shareholder dial in calls to communicate with our shareholders. See the Dekel website for further details.

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 once operations commence at our cashew processing facility in Q3 2021 it will create at least an additional 300 new jobs. It is also expected that our market entry as a reliable sales partner for palm oil and cashew small holders will continue to encourage the improvement of existing oil farm yields, enhance farmers’ income, revitalise the Co-operatives and accelerate the development of social infrastructure in the local community.

Dekel Côte d’Ivoire’s activity affects the lives of more than 6,000 families directly and indirectly. Dekel 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. Dekel 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.

Dekel 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 are well advanced towards full RSPO certification.

During the current Covid-19 pandemic we adhered to the prevailing advice and guidance of the relevant government authorities in order to help ensure the wellbeing of all its staff and the local communities in which Dekel operates in. 

Principle Four
Embed effective risk management, considering both opportunities and threats, throughout the organization

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. A list of the key operational and business risks is outlined on the Dekel website.

In terms of internal processes, the Company operates pursuant to internally created processes and procedures, ensures all key strategy decisions are reviewed and approved by the Board and operates board committees for both the Audit Committee and Remuneration Committee.

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.  The Boards undertakes the following meeting process:

-    meets at least twice per year - full attendance was observed
-    monthly review of operational and financial results

Andrew Tillery and Aristide Achybrou 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).

The Company also recognise that from time to time board changes are appropriate to bring new a fresh review of operations and strategy.  In 2020 Aristide Achybrou replaced Bernard Francois as part of this strategy.

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 industry and corporate governance matters.

Audit and Remuneration Committees have been established and in each case comprise Andrew Tillery, Lincoln Moore and Aristide Achybrou. 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.

The Director biographies and details are set out earlier in this report and further information for directors’ is summarised in the table below.

Directors’ biographies are set out here:

Andrew James Tillery, Non-Executive Chairman
Time: 2 days a month
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

Time: Full-time
Shareholder: Yes
Mr Rasin is the co-founder of Dekel 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 Dekel.

Yehoshua Shai Kol, Director and Chief Financial Officer

Time: Full-time
Shareholder: Yes
Mr Kol is the co-founder of Dekel. 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

Time: Full-time
Shareholder: Yes
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 Dekel of €8.3 million.  Mr Moore is a Chartered Accountant and former senior manager in the restructuring division of Deloitte and Touche.

Aristide (“Aris”) C. Achy Brou, Non-Executive Director
Time: 2 days a month
Shareholder: Yes

Over the last 20 years Aristide has held senior positions in the commodity and derivative trading divisions at Citadel, British Petroleum, JP Morgan and Goldman Sachs. A native of Côte d’Ivoire, Aristide and his family have been involved in rubber plantations and processing operations in the country for over 40 years.   Aristide grew up in both France and Côte d’Ivoire and after graduating from the leading aerospace engineering school in France, he moved to the US where he obtained a Master of Science at MIT and received a PhD in Applied Statistics from Johns Hopkins University.  Additionally, he holds an MBA from the Wharton Business School, with a focus on Finance and Operational Management of Corporations.

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.  See principal 5 for 2020 board change implemented.

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 Executives 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.

There were no issues to note during the 2020 financial year.

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 Aristide Achybrou, and is chaired by Andrew Tillery. The Audit Committee will meet at the time of preparation of the annual and interim accounts of the Company 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 Aristide Achybrou, 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.

In setting remuneration packages, the Committee ensured that individual compensation levels, and total board compensation, were comparable with those of other AIM-listed companies where appropriate.

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. Full details of how the Company maintains a dialogue with shareholders and other stakeholders is set out on the Company’s website and Principal 2 above.

Updated: October 2023