Corporate Governance
GOVERNING TOGETHER
The corporate governance practices of Sino Agro Food, Inc. (also called "the Company" or "SIAF") are based on the key principles we apply to doing business:
- Operate ethically
- Benefit all constituents profitably
- Contribute responsibly and effectively
- Protect and respect the environment
- Report transparently
The Company intends to continually increase shareholder value, while it improves the lives of local farmers and their communities. As such, there will always be an ethical bias to the way we conduct our business. Our governing principles also result in business goals that are aligned with creating shareholder value, while we work with local governments to modernize regional agriculture and raise local standards of agricultural output. Corporate Social Responsibility is an essential element of our business practices. Employing strategic vision, we have developed a "farm to table" business model to maximize our profits, and and to control the following key factors throughout our supply chain:
- Quality
- Safety
- Reliability
- Consistency
- Value
Subsidiary and Joint Venture Companies:
Managers of Sino Agro Food, Inc's individual companies work with local government officials and agricultural leaders to define and implement methods to improve the agricultural economy in their regions. By working with agricultural cooperatives and individual farmers, the Company is able to raise the incomes and standards of living across local communities, while providing improved fertilizers and feed stocks for use with specified species, which the company will then purchase from the cooperatives and farmers. Sino Agro Food requires that the farmers and cooperatives implement standard procedures to meet quality requirements and other specifications. Overall, this cooperative governance at the regional level is a model for the company's business.
Parent Company:
Within Sino Agro Food, Inc., the Board of Directors determines policies and business objectives, controls financial policy and advises the chief executive officer as needed.
The Board of Directors elects the Company's executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year and until his successor is elected and qualified or until his earlier resignation or removal. Our directors and executive officers are as follows:
| Name | Position |
| Lee Yip Kun (Solomon Lee) | CEO and Executive Director |
| Tan Poay Teik (Peter Tan) | Chief Marketing Officer and Executive Director |
| Chen Bor Hann (Michael Chen) | Secretary and Executive Director |
| Nils Erik Sandberg | Independent Director |
| Daniel Ritchey | Independent Director |
| Soh Lim Chang (Anthony Soh) | Independent Director |
More information is available in the individual profiles of the Company’s Board of Directors.
Audit Committee:
Our Audit Committee currently consists of three independent directors: Messrs. Yap (chairman), Sandberg, and Ritchey. The Board has determined that:
- Mr. Yap qualifies as an “audit committee financial expert,” as defined by the SEC regulations; and
- all members of the Audit Committee meet the requirements of all regulatory organizations with respect to independence and qualifications
The designation of Mr. Yap as an “audit committee financial expert” will not impose on him any duties, obligations or liability that are greater than those that are generally imposed on him as a member of our Audit Committee and our Board, and his designation as an “audit committee financial expert” will not affect the duties, obligations or liability of any other member of our Audit Committee or Board.
Compensation Committee:
Our Compensation Committee currently consists of three independent directors: Messrs. Sandberg (chairman), Yap, and Soh. The Board has determined that all members of the Compensation Committee are qualified under all applicable SEC, stock exchange, and other government regulations.
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee is an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one of more executive officers serving on our Board or Compensation Committee.
Corporate Social Responsibility
Corporate Social Responsibility is woven into the fabric of every business we build and operate. SIAF works closely with local governments to ensure that its operations will improve the lives of the local population, benefit our employees, and enhance the environment. Our efforts have been recognized, most recently with the new Zhonghshan Prawn Project. In October of 2013, Qinghai Sanjiang A Power Agriculture Co. Ltd. (a SIAF subsidiary and Sino Foreign Joint Venture Company known as "SJAP") was approved to apply merit credentials as a certified Dragon Head Business in China. “Dragon Head Enterprise” is a prestigious certification granted by the Chinese government to businesses that demonstrate Corporate Social Responsibility, pioneering and leadership in business using high standards of quality and services.
Code of Conduct
The Board has established a corporate Code of Conduct that qualifies as a “code of ethics” as defined by the Exchange Act.
Among other matters, the Code of Conduct is designed to deter wrongdoing and to promote:
- honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
- full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;
- compliance with applicable governmental laws, rules and regulations;
- prompt internal reporting of violations of the Code of Conduct to appropriate persons identified in the code; and
- accountability for adherence to the Code of Conduct.
Waivers to the Code of Conduct may be granted only by the Board. In the event that the Board grants any waivers of the elements listed above to any of our officers, we expect to announce the waiver within four business days on a Current Report on Form 8-K.
The Code of Conduct applies to all of the Company’s employees, including our principal executive officer, the principal financial and accounting officer, and all employees who perform these functions. If we amend our Code of Conduct as it applies to the principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions), we shall disclose such amendment through appropriate filings. Our complete Code of Ethics and Business Conduct is filed with the SEC, and is also available for download below.
Employees
SIAF’s most valuable asset is its employees. The Company recognize that the quality of its human capital drives sustainable business value. As our employees deliver the vision, mission and values of SIAF, the Company expects to achieve both annual and long term income and capital growth in accordance with its business plans. SIAF recognizes and rewards its employees through several programs, including an annual bonus program for excellent performance. Employees in any function or business unit are eligible for this award by meeting and exceeding their goals and management's expections. Contributions that produce results that continually improve current operations, that delight the customers or that result in a significant reduction of expenses are encouraged, recognized, and rewarded.
