Governance
Corporate Governance Report
Dear Shareholder, The Board of Total Produce plc is firmly committed to business integrity, high ethical values and professionalism in all of its activities and operations. The Board recognises the importance of maintaining the highest standards of corporate governance and that it is accountable to its shareholders in this regard. The Board has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code, issued in April 2018. The Code is constructed around ten broad principles as explained in the Corporate Governance Statement that follows. RECENT DEVELOPMENTS One of the key developments during 2018 has been the acquisition of a 45% equity stake in Dole Food Company, Inc. (‘Dole’) from David H. Murdock, which represents a very significant step and a continuation of the Group’s successful expansion strategy. Following the second anniversary of completion Total Produce has the right, but not the obligation, to acquire the remaining balance of the Dole equity. Total Produce and David H. Murdock have balanced governance rights with respect to Dole. The Board of Directors of Dole comprises six members, three of which have been appointed by Total Produce and three by David H. Murdock. David H. Murdock remains Chairman of Dole and Carl McCann has been appointed Vice Chairman. Major decisions require consent of at least one Board Member appointed by each of Total Produce and David H. Murdock. The Board understands the importance of keeping its succession plans under continuous review. The Board also believes that it is important to have individual Directors who have a very clear understanding of the Group’s business and strategy. The Board values the benefits diversity can bring and the Nomination Committee considers the benefits of all aspects of diversity to complement the range and balance of skills, knowledge and experience on the Board. During the year, the Board appointed two new independent Non-Executive Directors, Michael Meghen (appointed on 1 July 2018), a solicitor, who has in-depth experience of mergers, acquisitions and foreign investments. Imelda Hurley (appointed on 2 January 2019), a finance professional, who has significant international and agri-industry experience. The skills and experience brought by these new independent Non-Executive Directors complement and enhance the existing Board and are very relevant as the Group continues to grow. In addition a review of Board Committee membership was undertaken during the year and the changes set out below were adopted. Where relevant, existing NonExecutive Directors worked alongside new committee members to ensure an effective handover and the continuation of committee effectiveness. • The Chairmanship of the Audit Committee has been rotated and S J Taaffe has succeeded J J Kennedy with effect from the conclusion of the AGM on 31 May 2018. • R B Hynes retired from the Nomination Committee and S J Taaffe was appointed to the Nomination Committee with effect from the conclusion of the AGM on 31 May 2018. • E I Hurley has joined the Audit Committee. The Corporate Governance Statement describes our corporate governance arrangements including the application of the QCA principles. C P McCann Chairman
54 Total Produce plc Annual Report and Accounts 2018