Feronia believes that, while it can achieve much within its own business, sustainable development is best pursued through partnership. The Corporation is committed to “fairness of process” and firmly believes that transparency is essential to build and maintain public dialogue. Openness promotes effective stakeholder engagement through the disclosure and dissemination of information and consultation with local communities on matters that directly affect them.
This Transparency & Disclosure Policy (the “Policy”) sets out how Feronia discloses information so as to promote better awareness and understanding of its strategies and operations as well as establishing what information may not be disclosed on the grounds of confidentiality.
This Policy is based on the Roundtable on Sustainable Palm Oil (RSPO) Principle 1: ‘Commitment to Transparency’ and adjusted to reflect the circumstances surrounding the Company’s operations in the Democratic Republic of the Congo (DRC). It provides principles and criteria that the Company will refine and implement via its standard operating procedures. Broader stakeholder engagement commitments and activities are described in the Company’s Stakeholder Engagement Plan.
This Policy describes the Company’s commitment to:
- ethical conduct in all business operations and transactions;
- provide adequate information to relevant stakeholders on environmental, social and legal issues, in appropriate languages and forms to allow for effective participation in decision making; and
- ensure management documents are publicly available, except where this is prevented on the grounds of commercial confidentiality or where disclosure of information would result in negative environmental or social outcomes.
What will be disclosed?
As a TSX Venture Exchange listed company, Feronia has specific on-going reporting and disclosure obligations and must provide shareholders with meaningful and timely information regarding the business, management, operations and the financial position of the Company as well as information about transactions such as private placements, the issuance of stock options, and acquisitions.
These obligations arise under both applicable Canadian securities legislation and the rules and requirements of the TSX Venture Exchange. Filings required by Feronia include:
- Annual and Interim Financial Statements: Annual financial statements must be audited.
- Management Discussion and Analysis: The MD&A is management’s narrative explanation of the company’s performance during the period covered by the financial statements, and of its financial condition and future prospects. The objective in preparing the MD&A is to improve the company’s overall financial disclosure by giving a balanced discussion of the operating results and financial condition. An updated MD&A must be provided quarterly.
- Material Change Reports: If a material change occurs in the affairs of a reporting company, the company must immediately issue and file a news release authorized by a senior officer disclosing the nature and substance of the change. The company must also file a material change report with respect to the material change within 10 days of the date on which the change occurs. A material change is defined as a change in the business, operations or capital of the company that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the company.
- News Releases: In addition to dissemination of material changes, all material information must be disclosed via news release. Material information is defined as any information relating to the business and affairs of a company that results in or would reasonably be expected to result in a significant change in the market price or value of any of the company’s listed securities. It also consists of both material changes and material facts.
In addition, the Corporation is committed to disclosing the following environmental and social information:
- an annual Sustainability Report examining the economic, environmental and social impacts (positive and negative) caused by the Company’s operations. The report will present the organisation's values and governance model, and demonstrates the link between its strategy and its commitment to a sustainable global economy.
- an Environmental and Social Assessment (ESA) of its palm oil operations in the Democratic Republic of the Congo. The ESA will analyse the positive and negative environmental, cultural and socio-economic impacts and risks associated with the Company's rehabilitation of its Century old palm oil business, thereby helping guide the implementation of measures to enhance, avoid and minimise such impacts. The ESA reports will be published in English, with a summary of the ESA reports provided in English, French and Lingala;
- all relevant Management documents required under RSPO Criterion 1.2.1, except where this is prevented by commercial confidentiality or where disclosure would result in negative environmental or social outcomes;and
- from time to time, determined by the nature and extent of Company operations, Feronia may assess the environmental and social impacts of its business activities. These assessments will be disclosed to ensure all interested and affected parties are informed of the risks, impacts and opportunities of the business activities. Feronia will provide access to relevant information on: (i) the purpose, nature, and scale of the activities; (ii) the duration of proposed activities; (iii) any risks, potential impacts and relevant mitigation measures; (iv) the envisaged stakeholder engagement process; and (v) the grievance mechanism.
How will information be disclosed?
The method of disclosure and the relevant language(s) used will be determined but the nature of the information being disclosed and the interested parties; however; the following disclosure methods will be used:
- the Feronia website: http://www.feronia.com/;
- hard copy documents, held at relevant Feronia offices;
- verbal dissemination of information to interested and affected parties by the Company’s Community Liaison team; and
- documents associated with Feronia’s TSX Venture Exchange listing can also be found at http://www.sedar.com, the official website for all documents required to be filed by a TSX Venture Exchange listed company.