AIM listed high margin, natural fertiliser producer located in the world’s fastest growing fertiliser market, Brazil.

Details of any other exchanges or trading platforms

Harvest Mineral is listed on London Stock Exchange’s AIM Market (AIM: HMI)

Directors & Corporate Governance

Directors

The names of the directors and brief biographical details are available on the board and management section of this website.

Admission Document and Constitution

The AIM admission document and company constitution are available here:

AIM Admission Document
Constitution Document

 

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Corporate Governance

STATEMENT OF COMPLIANCE WITH THE QCA CORPORATE GOVERNANCE CODE

Chairman’s Corporate Governance Statement

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The Board of the Company, which is responsible for the direction and oversight of its activities, believes that a sound corporate governance policy, involving a transparent set of procedures and practices, is essential to the Company’s success both in the medium and long term. It has therefore adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) as its benchmark for governance matters. The application of these policies enables key decisions to be made by the Board as a whole, and for the Company to function in a manner that takes into account all stakeholders in the Company, including employees, suppliers and business partners.

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My role as Executive Chairman effectively combines the roles of chairman and chief executive although, in practise, much of the day-to-day running of the Company’s operations is delegated to key executives who are not directors of the Company. Whilst this does not satisfy the QCA statement that the “chair must have adequate separation from the day-to-day business to be able to make independent decisions”, this reflects both the entrepreneurial nature of the Company and its business and the continued combination of the two roles will be reviewed as the business develops further.

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The Board of Directors currently comprises an Executive Chairman, one other executive director and two non-executive directors. It is the main decision-making body of the Company, being responsible for: a) the overall direction and strategy of the Company; b) monitoring performance; c) understanding risk, and d) reviewing controls. It is collectively responsible for the success of the Company. The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively.

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Due to the relatively small size and scale of the Company and its Board, the Directors do not consider it appropriate to appoint a Senior Independent Director and the Company does not operate Audit, Remuneration or Nomination Committees, choosing instead to carry out these functions as a Board.

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Jack James, a non-executive director of the Company, is also employed as its Company Secretary and a firm in which he is a Partner of, Palisade Business Consulting, assists with the preparation of its accounts. The Board considers that this does not impair his judgement as an independent director of the Company.

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The Company does not currently undertake a formal annual evaluation of the performance of the Board or individual Directors but will consider doing so at an appropriate stage of its development in accordance with general market practice.

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The Board maintains a regular dialogue with Strand Hanson, its nominated adviser, and obtains legal, financial and other professional advice as required from Strand Hanson and its other advisers to ensure compliance with the AIM Rules, MAR and other governance requirements.

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We continue to review our approach to governance and how the views of stakeholders are represented in our oversight of the business.

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The Company’s corporate governance policies and procedures will continue to be reviewed regularly and may change further as its business develops and in response to further regulatory and other relevant guidance.

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Brian McMaster
Executive Chairman

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Adoption of the QCA Corporate Governance Code

As a company quoted on AIM, Harvest is required to comply with a recognised corporate governance code. At this stage of its development, the Board believes it appropriate for Harvest to adopt the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), which is specifically designed for growing companies.

This report summarises how Harvest currently complies (or explains why it does not comply) with each of the ten core principles of the QCA Code. Harvest will report further on compliance with the QCA Code on an annual basis.

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Principle 1: Establish a strategy and business model which promote long-term value for shareholders

Harvest has a clearly articulated strategy and business plan as a South American focussed natural fertiliser company.

Our business model has been to discover and develop fertiliser and agriproduct projects which are simple to operate with low technical risk. With our existing Arapua fertiliser project in production and generating revenue, we are focused on growing sales and further increasing revenue generation. Whilst we have reduced technical risk as far as possible, the key challenge is in growing sales, and this is being actively addressed through cost effective investment in our sales channels.

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Principle 2: Seek to understand and meet shareholder needs and expectations

The Board considers that good communication with shareholders, based on the mutual understanding of objectives, is important. In addition to the information included in the Company’s annual and interim reports and required public announcements, there is regular dialogue between the Board and senior management and shareholders including regular presentations to investors, including one-to-one meetings with major shareholders in addition to specific meetings with shareholders relating to major transactions.

An up to date information flow is also maintained on the Company’s website (www.harvestminerals.net) which contains all press announcements and financial reports as well as operational information on the Company’s activities.

The Board also encourages shareholders to attend the Annual General Meeting, at which members of the Board are available to answer questions and present a summary of the year’s activity and the corporate outlook for the Company.

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Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board believes that long-term success relies upon good relations with a range of different stakeholder groups, both internal and external. Most importantly, however, we act with respect for people, communities and the environment.

As part of our business model, we identify the relationships on which the Company relies, including suppliers, customers, partners and other stakeholders, and seek to maintain and improve these relationships in a number of ways. We regularly seek to obtain, and take action on, feedback from our employees, our suppliers and other parties with whom we transact, as to how we can best maintain and improve our dealings with each other.

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Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

Financial controls
The Board is responsible for reviewing and approving overall Company strategy, approving revenue and capital budgets and plans, and for determining the financial structure of the Company including treasury, tax and dividend policy. Budgeting and planning is undertaken by management in conjunction with the Executive Chairman.

Non-financial controls
The Board recognises that maintaining sound controls and discipline is critical to managing the downside risks to the Company’s plan. The Board has ultimate responsibility for the Company’s system of internal control and for reviewing its effectiveness. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Company. The principal elements of the Company’s internal control system include:

• Close management of the day-to-day activities of the Company by the Executive Directors;
• A forecast budget that will be used to track actual performance on a regular basis, included detailed periodic reporting of performance against budget; and
• Central control over key areas such as capital expenditure authorisation and banking facilities.

The Company continues to review its system of internal control to ensure compliance with best practice, while also having regard to its size and the resources available.

Other areas that will be subject to ongoing review as the Company grows will include regulatory compliance, business integrity, health and safety, risk management, business continuity and corporate social responsibility (including ethical trading, supplier standards, environmental concerns and employment diversity).

Risk management policies

• As part of its Corporate Governance Plan, the Company has a number of policies that directly or indirectly serve to reduce and/or manage risk. These include, but are not limited to:
• Corporate Code of Conduct
• Share Dealing Code / Trading Policy
• Shareholder Communications Strategy
• Audit and Risk Committee Charter
• Risk Management Processes
• Anti-Bribery Policy

Roles and responsibilities
The risk management and other policies listed above describe the roles and responsibilities for managing risk. This includes, as appropriate, details of responsibilities allocated to the Board.
The Board is responsible for reviewing and approving changes to the risk management policies and for satisfying itself that the Company has a sound system of risk management and internal control that is operating effectively.
The risk management and other policies will be reviewed annually.

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Principle 5: Maintain the board as a well-functioning, balanced team led by the chair

The Board of Directors currently comprises an Executive Chairman, one executive director and two non-executive directors. All directors retire by rotation with at least one third submitting themselves for re-election each year at the Company’s Annual General Meeting.

Executive directors of the Company are required to work such hours as are required to fulfil their obligations to the Company and have service contracts with a 12-month notice period. They are not precluded from having other outside business commitments.

The non-executive directors have a letter of appointment with a 3-month notice period and are required to be available to attend Board meetings and to deal with both regular and ad hoc matters. Their letters of appointment provide no indicative time commitment, but they are required to devote sufficient time as may reasonably be necessary for the proper performance of their duties.

The Board considers that the two non-executive directors are independent in character and judgement, and the Company is therefore in compliance with QCA Code recommendation of the Board consisting of at least two independent non-executive directors. As noted above, the Company acknowledges that the combined role of CEO and Chair into Executive Chair does not meet the QCA Code’s recommendation in respect of having a non-executive chair, however this setup reflects both the entrepreneurial nature of the Company and its business. The continued combination of the two roles will be reviewed as the business develops further.

The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively.

During the year ended 31 December 2023, the number of Board meetings held and those attended by each Director were as follows:

Director	No. of Board meetings eligible to attend	No. of Board meetings attended
Brian McMaster	5	5
Luis Azevedo	5	5
Jack James	5	5
Alex Penha	5	5

In addition to the formal meeting of Directors above, the Board has held regular and frequent discussions throughout the year and passed circular resolutions on all material matters.

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Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

Experience and capabilities
The Board is satisfied that, between its Directors, it has an effective balance of skills and experience including technical and commercial mining industry knowledge and expertise and experience in sales, operations, performance improvement, finance, commercial law and capital markets. Each Board member brings a mix of different capabilities which blend well into a successful and effective team.

Board members maintain their skillsets through practice in day-to-day roles enhanced with continuing professional development and specific training where required.

Biographies for each Board member are published on the Company’s website and in the Directors’ Report.

Internal Advisory Responsibilities
Due to the relatively small size and scale of the Company and its Board, the Directors do not consider it appropriate to appoint a Senior Independent Director.

All Directors have access to the advice and services provided by the Company Secretary whose appointment and removal is a matter reserved for the Board. Jack James, a non-executive director of the Company, fulfils the role of Company Secretary by, amongst other things, carrying out the following functions via Palisade Business Consulting, a firm of which he is a Partner:

• preparing board packs, agendas and minutes and facilitating the flow of Board information between senior executives and non-executive Directors;
• implementing Board policies and procedures;
• liaising with the Company’s nominated adviser and other professional advisers;
• advising the Board, on corporate governance matters, the application of the Company’s Constitution, and other applicable laws; and
• inducting new Directors.

The Board maintains a regular dialogue with Strand Hanson, its nominated adviser, and obtains legal, financial and other professional advice from Strand Hanson and its other advisers as required to ensure compliance with the AIM Rules, MAR and other governance requirements.

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Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Company does not currently undertake a formal annual evaluation of the performance of the Board or individual Directors but will consider doing so at an appropriate stage of its development in accordance with general market practice.

Given its relatively small size, the Company has no formal succession planning process in place. Recommendations for Board-level and other senior appointments are put to the Board for approval by the Executive Chairman.

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Principle 8: Promote a corporate culture that is based on ethical values and behaviours

The Board also believes that a healthy corporate culture both protects and generates value for the Company. We therefore seek to operate within a corporate culture that is based on sound ethical values and behaviours. We do this using certain rule-based procedures (such as our formal Corporate Code of Conduct) and, more importantly, by the behavioural example of individual Board members and senior managers. These values, which we seek to instil throughout the Company, include integrity, respect, honesty and transparency. As a small company, these characteristics are far more visible to staff than might otherwise be the case. We also hold internal meetings at which Directors and staff discuss matters, both formally and informally.

The Company operates a well-defined organisation structure through which we seek to determine that these ethical values and behaviours are recognised and respected, in addition to which every employee is aware of our established whistleblowing procedures.

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Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The Board
The Board is responsible for the long-term performance of the Company. There is a formal schedule of matters specifically reserved for the Board, in addition to the formal matters required to be considered by the Board under the Corporations Act. This list includes matters relating to: a) appointing executive directors and determining their remuneration; b) determining strategy and policy; c) reviewing and ratifying risk management and compliance systems and controls; d) approving major capital expenditure, acquisitions and disposals; e) approving and monitoring budgets and the integrity of financial reporting; f) approving interim and annual financial reports; g) approving significant changes to the organizational structure; h) approving any issues of shares or other securities; i) ensuring high standards of corporate governance and regulatory compliance; j) the appointment of the Company’s auditors.
The Executive Chairman’s role involves both the leadership of the Board (including responsibility for the establishment of sound corporate governance principles and practices) and leading the Company’s executive management team in the execution of its strategy. He also plays a pivotal role in developing and reviewing the strategy in consultation with the Board.

Notwithstanding the QCA Code’s recommendation that the role of Chairman and Chief Executive are not combined, Harvest’s use of an Executive Chairman reflects both the entrepreneurial nature and early stage of development of its business. The Board anticipates that the continued combination of the two roles will be reviewed as the business develops further.

The Executive Directors are responsible for implementing and delivering the strategy and operational decisions agreed by the Board, making operational and financial decisions required in day-to-day operations, providing executive leadership to managers, championing the Company’s core values and promoting talent management.

The Non-Executive Directors contribute independent thinking and judgement through the application of their external experience and knowledge and are tasked with scrutinising the performance of management, providing constructive challenge to the executive directors and ensuring that the Company is operating within the governance and risk framework approved by the Board.

Board Committees

The Company’s Board Charter requires it to establish Audit, Remuneration and Nomination Committees to assist the Board in fulfilling its duties once the Board has determined that it is of a sufficient size and structure. At present, the Board believes that, due to the relatively small size of the Company, its Board and operational business, such committees are not yet required. These functions are therefore currently carried out by the Board:

• Financial statements are prepared with assistance from the Company Secretary (also a non-executive director of the Company) and are reviewed by the Executive Chairman before being approved by the Board as a whole. Due to the current, relatively small size of the business, it is not considered appropriate to have an internal audit function.
• Remuneration for both executive and non-executive directors is determined by the Board save that no Director is involved in deciding their own remuneration.
• Given its relatively small size, the Company has no formal succession planning process in place. Recommendations for Board-level and other senior appointments are put to the Board for approval by the Executive Chairman.

Evolution of the Corporate Governance Framework
The Company’s corporate governance policies and procedures will continue to be reviewed regularly and may change further as its business develops and in response to further regulatory and other relevant guidance.

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Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Company communicates with shareholders through its annual report and accounts, half year reports, quarterly trading updates, its annual general meeting, live investor presentation, and one-to-one meetings with certain existing and potential new shareholders.

The Company’s website includes the outcomes of shareholder votes cast at the Annual General Meeting and historic annual accounts, half-year reports and AGM notices.

In formally adopting the QCA Code as its corporate governance framework, the Board has reviewed all aspects of compliance and has taken action to improve disclosures in its annual report and accounts and on its website.

Significant Shareholders

Shareholder	No. Shares Owned	% Fully Paid Shares
Pershing Nominees Limited*	100,000,000	34.58%
Aurora Nominees Limited	26,940,959	9.32%
Pershing Nominees Limited	24,587,738	8.50%
Hargreaves Lansdown (Nominees) Limited	22,039,504	7.62%
Hargreaves Lansdown (Nominees) Limited	13,115,818	4.54%
Barclays Direct Investing Nominees Limited	10,589,223	3.66%
Pershing Nominees Limited	9,290,995	3.21%

*This holding includes shares held by the directors as detailed below. Number of shares in issue as of 08/07/24

289,169,217

Director	No. Shares Owned	% Fully Paid Shares
Mr Brian McMaster	35,842,996	12.4%
Mr Luis Azevedo	17,645,135	6.1%
Mr Jack James	13,135,200	4.5%

As at 08/07/24
Insofar as the Company is aware, the percentage of shares not in public hands is 23.0%
Number of shares in issue 289,167,217
There are no restrictions on any shares

Key Advisors

Nominated & Financial Adviser

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

Brokers

Tavira Securities Limited

88 Wood Street

London EC2V 7DA

United Kingdom

Solicitors to the Company

As to Australian law:

Steinepreis Paganin

Level 4, The Read Buildings

16 Milligan Street

Perth WA 6000

Australia

As to English law

Bird & Bird LLP

12 New Fetter Lane

London EC4A 1JP

United Kingdom

Share Registrar

In Australia:

Computershare Investor Services

Level 11, 172 St Georges Terrace

Perth WA 6000

Australia

In the UK:

Computershare Investor Services Plc

The Pavilions

Bridgwater Road

Bristol BS13 8AE

United Kingdom

Auditors

HLB Mann Judd

Level 4, 130 Stirling Street

Perth WA 6000

Australia