The Directors are committed to maintaining robust standards of corporate governance and have therefore resolved to adopt the QCA Corporate Governance Code. In their view, the Code provides an appropriate framework to support effective oversight and accountability, reinforcing the governance culture embedded across the Company and underpinning the development of a successful and sustainable business for the benefit of all stakeholders. Tapir Holdings Ltd. will apply the QCA Corporate Governance Code from Admission, as outlined below.
The Company’s purpose and strategy are designed to promote long-term value for the Company’s Shareholders through its existing investment in Rendeavour and in other related and unrelated development projects or unquoted companies with suitable synergies across Africa, in accordance with the Investing Policy. The Board intends to subject this strategy to ongoing review, providing updates to Shareholders via the annual report and accounts. As part of this review, the Board will continue to monitor and identify risks facing the Company and where so identified, intend to formulate a mitigation strategy to manage these risks following Admission.
The Board recognises that its decisions regarding strategy and risk will impact the Company’s corporate culture and that this could impact its potential performance. The culture is set by the Board which is considered and discussed at meetings. The Board promotes a corporate culture rooted in ethical values and behaviours creating an open, and collaborative environment.
The Board is aware that developing a good understanding of the needs and expectations of the Shareholders helps to form a clear view of the motivations behind their voting decisions.
The Board is committed to maintaining good communication and having constructive dialogue with Shareholders by providing effective communication. The Company will prepare an annual report and accounts which will be sent to all Shareholders and will be available for download from the Company’s website at https://www.tapirholdingsltd.com. Shareholders will also be kept up to date with Company developments by way of announcements made through a Regulatory Information Service (“RIS”) on matters of a significant substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected deviations to market expectations will be announced through a RIS.
The Board, and chairs of the committees of the Board, shall make themselves available for engagement with Shareholders from time to time. The Company will hold annual general meetings.
All contact details for investor relations are included on the Company’s website, https://www.tapirholdingsltd.com and all contact details are included on the Company’s website.
The Board has appointed Dr. Jerome Booth as Senior Independent Director and has put in place the Relationship Agreement with its major shareholder.
The Company understands the importance of corporate social responsibility and maintaining effective working relationships across a wide range of stakeholders including Shareholders, employees, suppliers and partners. The Board will maintain an ongoing and collaborative dialogue with such stakeholders and take all feedback into consideration as part of the decision-making processes of the business going forward.
The Company’s impact on society and the environment is carefully considered by the Company and the Board, not only throughout the due diligence for any potential investments, but also on-going monitoring through periodical site visits for the invested projects, with the maintenance of high environmental standards is a key priority.
The Board will take appropriate steps to identify risks and undertake mitigating strategies in managing these risks following Admission. A review of these risks will be undertaken regularly.
The Board has overall responsibility for the determination of the Company’s risk management systems, internal controls and policies which will be overseen by the Audit Committee. The Board confirms that the Company’s auditor is independent from management as required by the QCA Code.
Upon Admission, the Board shall comprise the Chair, four Independent Non-Executive Directors and two Executive Directors. The Board considers that Frank Mosier, Dr. Jerome Booth, Rachel Addison and Philip Johnson are independent. Dr. Booth will be appointed the Senior Independent Director of the Company upon Admission.
On Admission the Board will include a diverse mix of skills and experience, with Board members with specialist knowledge in the Africa market and region. The Board will also have extensive experience of being directors of listed companies, including of AIM companies. The Board is therefore satisfied that it contains the necessary mix of experience, skills, capabilities and knowledge of the Company to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational.
The composition of the Board will be kept under regular review, taking into account the relevant skills, experience, independence, knowledge and diversity of the Board while also considering factors which may impede independence.
The Board is also supported by the Audit Committee and the Remuneration and Nomination Committee, both of which meet the committee composition requirements of the QCA Code.
As the Company is BVI incorporated, it is not subject to a requirement to hold an annual general meeting. However, the Company will hold annual general meetings at which the Board will be subject to annual re-election.
The Board aims to meet on a quarterly basis, and more often as required, such as in the event of an acquisition or major event. All Directors’ are expected to attend each Board meeting.
By adopting and complying with (or explaining) the requirements of the QCA Code, the Board ensures that good corporate governance is maintained. The Chair leads the Board and is responsible for its performance and effectiveness. The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team.
As above, the Board is satisfied that it contains the necessary mix of experience, skills, capabilities and knowledge of the Company, as well as director independence, to enable it to discharge its duties and responsibilities effectively. The composition of the Board will be kept under regular review, taking into account the relevant skills, experience, independence, knowledge and diversity of the Board while also considering factors which may impede independence. The skills and experience of the Board are summarised in their biographies set out in Our Leadership & Committees section. The Board intends to keep the Company’s governance framework under continual review to ensure it remains effective and appropriate for the business going forward.
The Board will consider the effectiveness of the Board, Audit Committee, and the Remuneration and Nomination Committee, and the individual performance of each Director. This review will be carried out annually in accordance with the QCA Code. The outcomes of performance will be described in the Company’s annual report and accounts. The Board considers that the corporate governance policies it has currently in place for Board performance reviews are commensurate with the Company’s size and development stage. The Board will also ensure that appropriate succession plans are in place for Board positions in accordance with the QCA Code.
The Board acknowledges that a remuneration policy should motivate management and promote the long-term growth of shareholder value. The Board will establish the Remuneration and Nomination Committee which is responsible for all elements of the remuneration and for determining and agreeing with the Board the framework or broad policy for remuneration, with such remuneration being aligned to the Company’s purpose and values.
The Company does not intend to remunerate its directors at Admission, as the Board has collectively agreed that for such time as the Company’s sole investment is a 10.04 per cent. stake in Rendeavour (net of treasury shares) the Company is reliant on dividend income and therefore it would not be appropriate for the Company to enter into outgoing fee arrangements with directors. This arrangement will be kept under continual review and it is expected that director fees will be put in place as the Company grows. There is no requirement under BVI law for directors to have service agreements or appointment letters. Dr. Jerome Booth, Rachel Adison and Philip Johnson have letters of appointment; however, Lord Ashcroft, Philip Osborne and Melquisedec Urbina Flores do not.
The Board accepts that the above arrangements are not in line with typical UK market practice or the QCA Code, but nevertheless believes that its remuneration structure is appropriate for a company of its size and current development stage, and given its status as an Investing Company at this juncture. The Remuneration and Nomination Committee will consider putting in place a formal remuneration policy, in line with market standards in due course, as the Company evolves.
Responses to the principles of the QCA Code and the information will be contained in the Company’s annual report and accounts as well as on its website, providing details to all stakeholders on how the Company will be governed. The Board is of the view that the Company’s annual report and accounts as well as its half year report are key communication channels through which progress in meeting the Company’s objectives and updating its strategic targets can be given to Shareholders following Admission. In addition, the Company will hold annual general meetings.
Shareholders will also be kept up to date with Company developments by way of announcements made through a RNS on matters of a significant substance and/or a regulatory nature. Updates will be provided to the market from time to time, including any financial information, and any expected deviations to market expectations will be announced through a RNS.
Last updated 6th March 2026