Directors and Governance

The Board of NZ Farming Systems Uruguay is highly experienced and knowledgeable in farming and farming investment, and in business more generally.

Vivek Verma (Chairman)

Vivek Verma is the Managing Director of Olam heading the Coffee, Dairy and Commodity Financial Services divisions. Vivek joined Olam in 1992 as a Business Manager in India and in 1994 was made Country Manager for Olam India. He moved to Singapore in 1996 and was instrumental in establishing the coffee business. He is also responsible for starting the Dairy and Commodity Financial Services operations for Olam. Vivek headed the Risk Function from 2005 – 2008 and is a member of Olam’s Executive Committee and Strategy Committee. He holds a Bachelor of Technology degree from the Indian Institute of Technology, in Delhi.

Sathyamurthy Mayilswamy

Sathyamurthy Mayilswamy ( Satya) is the Senior Vice president/ Regional Head of Olam South America. He has more than 20 years of experience in Agri business in India, Africa and South America. He has joined Olam in November, 1996 in Nigeria as Branch Manager and then managed Cocoa, Cashew, Shea nuts as Profit center Head. He then moved as Country Head of Olam Cameroon in 2001. In 2002 moved back to Nigeria as Country Head (Exports) to handle over 7 commodities. Then he became Country Head- Nigeria/ Benin in 2004 including its export, import and packaged food businesses. Satya moved as Regional Head for South America in Dec2007 and based out Sao Paulo. He is responsible for Brasil, Argentina and Uruguay with its Coffee, Cotton, Peanuts, Sugar, Spices ,Beans and Dairy businesses. He is also a member of Olam’s Management committee and CRS (corporate responsibility and sustainability ) Executive Committee. He holds bachelor degree in Agri Engineering from CAE, TNAU, India and PG Diploma in Rural Management from the Institute of Rural Management ,Anand ( IRMA), India.

Corporate Governance

The Board of NZ Farming Systems Uruguay has adopted Corporate Governance policies, a summary of which is contained below. The Board will regularly review the corporate governance policies to ensure NZ Farming Systems Uruguay’s responsibilities and obligations are met.

Role of the board

The Board is elected by the shareholders and is responsible for the control of the business of the Company. It is accountable to its shareholders for the performance of the Company, and compliance by the Company with laws and standards.

The Board is responsible for setting the direction of the Company by developing a mission statement and corporate objectives, and then developing and endorsing strategy to achieve the objectives, ensure procedures are in place to provide effective internal financial control, and establishing policy in key areas.

The Board sets objectives and performance targets and monitors the Manager’s performance.

Board membership

The Constitution of the Company prescribes that the minimum number of Directors that may be appointed is 3 and the maximum number is 7.

At each annual meeting one third of the Directors must retire. The Directors who retire are eligible for re-election.

The Board currently comprises two members; Vivek Verma (Chairman), Sathyamurthy Mayilswamy.

Delegation

The Board delegates responsibility for the day to day management of the Company to the Chief Executive Officer.

Audit Committee

The Board has established an Audit Committee which is constituted to monitor the financial and regulatory reports produced by the Company, the external audit of the Company’s affairs, and review and monitor the Company’s internal controls and systems, and compliance with the governance, legal and regulatory requirements of the Company.

Indemnity and Insurance

In accordance with the Company’s Constitution and to the extent permitted by law, the Company indemnifies and insures its Directors against liability to other parties (excluding a claim by the Company itself) that may arise from their position as Directors. The indemnification requires that the Director acted honestly and in good faith with a view to the best interests of the Company and that the Director had reasonable grounds for believing that their conduct was lawful. The Company maintains insurance for its Directors, however the insurance does not cover a number of types of liabilities including liabilities arising from any criminal or bad faith activities.

Securities Trading Policy

The Company has a detailed Insider Trading Policy applying to all Directors and staff, which incorporates all insider trading restraints required by New Zealand Law. Directors and senior officers are able to trade in Company shares in accordance with that policy, except when they are in possession of material information not publicly available.

Corporate Governance Code

The Board of NZ Farming Systems Uruguay is committed to acting with integrity and expects high standards of behaviour and accountability from all officers and staff. As part of this commitment, the Board has adopted this Corporate Governance Code relating to the composition and conduct of the Board.

Director Tenure Policy

Code of Ethics

Audit Committee Charter

Information Disclosure Policy

Applying New Zealand farming expertise in South America

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