The strategy and business operations of the Group are detailed in this Annual Report and the Group’s annual Sustainability Report. During the year, the Group had two divisions: Trading and Forestry. On 8 March 2021, it announced the establishment of a Reforestation and Carbon Credit division, with a clear strategy devised for each. The Board continually emphasises to the leadership teams of each division that capital allocation must be driven by both performance and potential.
Investment, whether operational expenditure (opex) or capital expenditure (capex), will only be provided for strategies that can demonstrate significant returns to shareholders over time. Running loss-making business lines is not a sustainable business strategy.
We will prioritise supporting and funding businesses where our combination of skills and experience gives us an edge. Conversely, if we cannot source the requisite expertise to participate profitably in particular business lines or geographies, we will look to cease these activities.

Shareholders play a key role in corporate governance, with our Annual General Meeting (AGM) offering them an opportunity to exercise their decision-making power in the Company. Shareholders are encouraged to attend the AGM and any other General Meetings convened throughout the year, either online or in person. Our Company Secretaries are the point of contact for shareholders.
Our Executive Directors and Investor Relations Officer serve as the contact points for shareholder updates and wider liaison. The contact details are set out in these financial statements.

The Board recognises that the long-term success of the Group relies on the efforts of its employees, contractors, and suppliers. We continuously engage with a range of stakeholders, including customers, investors, international development banks, governments, not-for-profit organisations, and academia, to identify and address issues of materiality and gather feedback from each of them. The Board ensures that all key relationships are managed by, or closely supervised by, one of the Directors.
Woodbois is uniquely positioned to make a significant positive impact on Africa’s economic transformation, social development, and environmental management through our operations. In this regard, we have aligned our sustainability strategy with the United Nations Sustainable Development Goals (SDGs), which provide a vision for ending poverty, hunger, and inequality, and for protecting the earth’s natural resources.

The business of forestry and timber trading involves a high degree of risk, including technical, political, and regulatory risks, as well as exposure to weather, nutrient, and pest risks. Furthermore, the Group faces several financial risks, which the Board seeks to minimise by adopting a prudent approach consistent with the corporate objectives of the Group. Our approach to these risk factors is detailed in the Financial Statements for the year ended 31 December 2021.
A comprehensive budgeting process is completed once a year and reviewed and approved by the Board. Budgets are subsequently updated when there is a significant change in any of the key assumptions. The Group’s actual results, compared with the budget, are reported to the Executive Directors on a weekly basis, and any material deviations from the budget are followed up by a member of the Executive Board. Variances are reviewed at least monthly by the Board.
The Group maintains appropriate Directors & Officers insurance cover for actions taken against the Directors due to their roles, as well as insurance against material loss or claims against the Group, where it is considered cost-effective. The insured values and types of cover are comprehensively reviewed on a yearly basis or when new assets or risks arise.

The Board is responsible for establishing the strategic direction of the Group, monitoring the Group’s trading performance, and appraising and executing development and acquisition opportunities. The Company holds a minimum of nine Board meetings per year, at which financial and other reports are considered and, where appropriate, voted on. It also holds ad hoc meetings as required to deal with specific issues. During 2021, the Board met 20 times. Board and Committee meetings are convened at times convenient for eligible members to ensure 100% attendance.
Details of the Directors’ beneficial interests in Ordinary Shares are available on our website and set out in the Directors’ Report. The Directors comply with Rule 21 of the AIM Rules and the Market Abuse Regulations 2014 relating to directors’ dealings and will take all reasonable steps to ensure compliance by any employees of the Company to whom these regulations apply. In addition, the Company has adopted the Share Dealing Code for dealings in its Ordinary Shares by directors and senior employees.
The Board comprises three Executive Directors and two Independent Non-Executive Directors. The Non-Executive Chair, Graeme Thomson, is an Independent Non-Executive Director, and Paul Dolan is the full-time CEO. Executive Board members are considered full-time employees, while Non-Executives are required to commit between 20 and 40 days per annum to their roles.
The Board is supported by the Audit and Remuneration Committees, which are comprised of Non-Executive Directors only, and the Nominations Committee, which also includes the Non-Executive Chair.

The Directors’ biographies can be viewed here. The Board believes that their mix of significant senior financial and commercial experience provides a strong and appropriate background to formulate and deliver long-term shareholder value.
The Nominations Committee oversees the requirements for and recommendations of any new Board appointments to ensure that it has the necessary mix of skills and experience to support the ongoing development of the Company. Any appointments made will be based on merit, against objective criteria, and with due regard for the benefits of diversity and inclusivity on the Board. The Nominations Committee is also responsible for succession planning.

Internal evaluation of the Board, the Committees, and individual Directors is seen as an important next step in the development of the Board and is actively addressed. An annual operational review of all Board members is undertaken, during which their performance is evaluated, development needs are identified, and agreed actions are set.
Executive and Non-Executive Directors are subject to re-election intervals as prescribed in the Company’s Articles of Incorporation. At each Annual General Meeting, one-third of the Directors who are subject to retirement by rotation shall retire from office. They can then offer themselves for re-election.

The Company is committed to complying with all applicable laws and best corporate governance practices, wherever we operate. Acting with integrity in all our operations is a core aspect of our mission. The Board expects all employees and contractors to comply with both the letter and spirit of the law and governance codes.
The Company fosters a culture where our businesses directly and indirectly promote a range of social and environmental benefits for the host community and country. One of the most fundamental and positive social impacts associated with our Company’s strategic growth objective is the skills development and employment opportunities we bring to the region.
The Group also commits to providing a safe environment for its staff and all other parties for which the Company is responsible. The Company is committed to protecting the environment and contributing to the sustainable management of natural resources by strictly following guidelines set out by host governments and actively engaging with local communities. The Company clearly articulates objectives and has implemented an internal accountability mechanism to effectively meet commitments, ensuring that outcomes are measured and communicated transparently.
Please see our Sustainability Report for more information. Any material issues are raised and discussed at board meetings as necessary.

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The Company encourages regular communication with its various stakeholder groups and aims to ensure that all communications concerning the Group’s activities are clear, fair, and accurate. Quarterly updates are announced via RNS and are available on our website, where users can register to be alerted when announcements or details of presentations and events are posted.
We aim to release our half-year and full-year results to the market well in advance of reporting deadlines, providing visibility for shareholders by including segmental reporting. The Company’s financial statements and Notices of General Meetings can be found on the website.
The results of voting on all resolutions are announced via RNS immediately following the completion of General Meetings and are available on the website. Any actions required as a result of resolutions for which votes against have been received from at least 20 per cent of independent shareholders will be detailed on the RNS.