Corporate Governance Reports and Articles of Association
Black Earth Farming is a limited liability company registered in Jersey. The Board of Directors (the “Board”) takes great emphasis on sound corporate governance. In the absence of a Jersey Code of Corporate Governance, Black Earth Farming applies the Swedish Code of Corporate Governance (“the Code”), as is also required by Nasdaq OMX Stockholm, the regulated stock exchange where the depository receipts of the Company’s shares and its bonds are traded. The Company endeavours to apply the Code in full or, where applicable, explain deviations from it.
For more information regarding the Code please visit www.corporategovernanceboard.se
Black Earth Farming’s activities are regulated by a series of policies adopted by the board and which aim to achieve operational efficiency and a common and correct behaviour both internally and externally. Our corporate governance practices and corporate policies are designed not just to satisfy regulatory requirements, but to provide for the effective oversight and management of the Company as well as high standards of ethic, in a manner that enhances long term shareholder value and preference for Black Earth Farming among different stakeholders.
Below are introductions to a selection of important policies guiding the Company’s activities.
Code of Conduct
Black Earth Farming aims to conduct its business in a socially responsible manner and to be a responsible employer. The Company is furthermore committed to being a responsible member of the communities in which it operates and recognises the mutual benefits of engaging and building relationships with those communities. Black Earth Farming believes that respect for human rights is central to good corporate citizenship. In everything Black Earth Farming does, it aims to be commercial and fair, to maintain its integrity and professionalism and to respect the needs of shareholders, staff, customers, suppliers, the local community and the businesses in which it invests.
Black Earth Farming endeavours to comply with the laws, regulations and rules applicable to its business and to conduct its business in accordance with established best practice where it operates. Environmental, ethical and social responsibility issues and standards are also taken into consideration in every aspect of the business.
For this purpose the Board of Directors of the Company has adopted a Code of Conduct, which shall apply to the Company, its subsidiaries, directors, employees and other representatives, in all countries and at all times.
Black Earth Farming recognises the importance of communicating openly with its shareholders, potential investors, and the general public. The Company is committed to provide accurate, reliable and timely information, and to abide to the regulations applicable to a company listed on First North, as stipulated in the fourth chapter of the First North rulebook. The Board of Directors of the Company has adopted an information policy, which shall regulate the Company’s giving of inter¬nal and external information. The policy applies to all parts of the organisation, to all countries and at all times. Information shall be provided using direct as well as indirect means. The means of communications can be website postings, press releases, company reports, prospectuses, public conference calls, interviews to specialised and general media and investor analysts, as well as participation in public meetings. In order to ensure reliability and consistency of information provided, only corporate staff designated as spokespersons for BEF are authorised to speak to the media on behalf of the Company.
BEF is fully committed to communicate in a transparent way; it will not restrict public disclosure of information, except where the information is of a commercially sensitive or confidential nature.
It is important for Black Earth Farming to uphold the capital markets’ confidence in the Company and to abide with relevant market regulations. The Board of Directors of BEF has adopted a set of rules to satisfy the Company’s obligation to prevent unlawful trading by persons related to BEF and hence to avoid the severe consequences associated with violations of the relevant insider trading laws, and to ensure that BEF’s insiders are aware of the obligations with respect to reporting authorized trading and with respect to speculative trading. Relevant regulations on the above mentioned issues are determined by the market place on which the Company’s securities are listed, currently the First North listing rules and Swedish insider trading laws. The adopted Insider Rules are also intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with BEF (not only persons defined as insiders Law and Exchange regulations). The adopted Insider Rules support BEF’s commitment to a high level of integrity and ethical conduct. The insider policy shall be communicated to the management, employees and directors of the Company.
Dividends and dividend policy
The profits of the Company available for dividends and resolved to be distributed shall be distributed pro-rata to the holders of SDRs in accordance with their respective share in the assets and profits of the Company. The Company’s general meeting may declare dividends accordingly, but no dividends shall exceed the amount recommended by the Board. No dividends shall be payable otherwise than in accordance with the 1991 Law and the Articles of Association. There are no fixed dates on which entitlement to dividends arises. Subject to the provisions of the 1991 Law and the Articles of Association, the Board may from time to time pay to holders of SDRs such interim dividends as demed to be justified by the profits of the Company.
No dividends or other monies payable in respect of a SDR shall bear interest as against the Company unless otherwise provided by the rights attached to the SDRs. Any dividends which have remained unclaimed for a period of ten years from its due date of payment shall, if the Board so resolves, be forfeited and shall cease to remain as a debt for the Company and shall thereafter belong to the Company.
The Company has never declared nor paid any cash dividends on its capital stock and does not anticipate paying cash dividends in the foreseeable future. The Company currently intends to retain future earnings to fund the development and growth of its business.
IT and Internet policy
Black Earth Farming has adopted an extensive Internet policy aimed at protecting both the Company and external parties. The Policy targets three main areas - User guidelines, Safety and Hardware. The Policy among other stipulates that use of internet and electronic mail may never be to:
• Insult, harass or discriminate others
• Send or receive pornographic or in other ways offensive material
• Send or receive material in violation of Intellectual Property rights, through file sharing programs such as Kazaa, Direct Connect etc.
• Express personal opinions in such a way that they can be misinterpreted as the Company’s
• Enter or attempt to gain entry into internal or external systems to which the person does not have authority to access
• Violate others’ personal integrity
Furthermore, not carelessly handle Company equipment which intentionally or unintentionally might lead to damage to hard- and/or soft ware material.