BOARD CHARTER

Table of Contents

1. Interpretation .............................................................................................................. 2
2. Purpose ...................................................................................................................... 2
3. Board Role and Responsibilities ................................................................................. 2
4. Relationship between Board and Management ........................................................... 4
5. The Board’s Relationship with Shareholders............................................................... 4
6. The Board’s Relationship with Stakeholders ............................................................... 5
7. Board Procedures ....................................................................................................... 5
8. Chair ........................................................................................................................... 7
9. Deputy Chair ............................................................................................................... 7
10. Board Committees ...................................................................................................... 7
11. Board Composition and Mix ........................................................................................ 8
12. Board Nomination Committee ..................................................................................... 8
13. Induction and Continuous Education........................................................................... 9
14. Directors Remuneration .............................................................................................. 9
15. Shareholding of Directors ........................................................................................... 9
16. Provision of Business or Professional Services by Directors ....................................... 9
17. Other Board Appointments ........................................................................................10
18. Independent Professional Advice ...............................................................................10
19. Board and Director Evaluations .................................................................................10
20. Indemnities and Insurance .........................................................................................11
21. The Corporate Secretary ...........................................................................................11
22. Position of Chief Executive ........................................................................................11
23. Accountability of the Chief Executive to the Board .....................................................11
24. Management Limitations ............................................................................................12
25. Signed .......................................................................................................................12

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1. Interpretation
1.1. In this Charter:

 “Act” means the Companies Act 1993

 “Board” means the Board of Directors of the Company
 “Business” means the business of the Company
 “Chair” means the Chair of the Board
 “Chief Executive” means the person appointed by the Board to perform the role of
Chief Executive of the Company, regardless of the title conferred on that person
 “Company” means Sanford Limited and, where the context requires, includes
subsidiaries of Sanford Limited
 “Constitution” means the constitution of the Company adopted on 2 February 2005
and amended on 14 December 2016 as amended from time to time
 “Corporate Secretary” means the person appointed by the Board to perform the role
of secretary to the Board
 “Directors” means members of the Board
 “Management Limitations” means the limitations on the actions of Management as
set out in Paragraph 24
 “NZX Code” means the NZX Corporate Governance Code 2019
 “Senior Management” means the Chief Executive and the Chief Executive’s direct
reports
 “Shareholders” means shareholders of the Company

2. Purpose
2.1. This Charter sets out the role, responsibilities and structure of the Board and
provides guidance for the effective oversight of the Company by the Board on behalf
of its Shareholders, employees and other material stakeholders. It is not an
exhaustive document and is intended to be read together with the Constitution and
the Company’s other policies. The Constitution is the Company’s primary
governance document and, in the event of any conflict, the Constitution will prevail.

3. Board Role and Responsibilities

3.1. The role of the Board is to effectively represent and promote the interests of
Shareholders with a view to adding long-term value to the Company’s shares.
Having regard to its role the Board will direct and monitor the management of, the
Business and affairs of the Company including, in particular:

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Strategy
 Ensuring that the Company goals are clearly established, and strategies are in place
for achieving them (such strategies being expected to originate, in the first instance,
from Senior Management).

 Deciding on the steps necessary to protect the Company’s financial position and its
ability to meet its debts and other obligations when they fall due, and ensuring that
such steps are taken.

 Establishing policies for strengthening the performance of the Company, including

ensuring that Senior Management is pro-actively seeking to build the Business
through innovation and initiative, technology, new products and development of its
business capital.

 Setting the amount, nature and timing of dividends.

Management
 Appointing and, where appropriate, removing the Chief Executive, approving other
Senior Management appointments, planning for Senior Management succession and
monitoring the performance of the Chief Executive and Senior Management having
regard to the Company’s strategic direction and goals.

 Approving employee share schemes and any other executive incentive schemes.

Reporting and Disclosure

 Approving and monitoring the Company’s financial statements and other reporting,
including reporting to Shareholders and other stakeholders.

 Overseeing the process, and having ultimate responsibility for, the Company’s
compliance with its Continuous Disclosure obligations.

 Ensuring the Company complies or provides an explanation why it is not complying

with the disclosure and reporting requirements of the NZX Code including non-
financial disclosure considering material exposure to environmental, economic and
social sustainability risks.

 Ensuring the integrity of the Company’s accounting and corporate reporting systems,
including the external audit.

Ethical Standards
 Board Members are expected to observe the highest standards of ethical behaviour.
The Board has documented a Code of Ethical Behaviour and a Code of Conduct
which set out the expected standards of ethical behaviour to which the Directors and
employees of the Company are required to adhere to.

 Board members should, except as permitted by law and disclosed to Shareholders,

act in the best interests of the Company, ahead of other interests.

 The Board supports and encourages policies within the Company which require
Directors and Employees to observe high standards of personal integrity and display
honesty in their dealings.

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People
 Approving and monitoring the Company’s health and safety system to ensure the
safety of the Company’s employees, contractors and agents.

 Establishing procedures and systems to promote a culture and remuneration practice

within the Company which facilitates the recruitment, professional development and
retention of staff.

Expenditure
 Setting specific limits on authority for Senior Management to commit to new
expenditure, enter contracts or acquire businesses or assets without specific prior
Board approval and approving any transactions above the specified delegated
authority limits.

 Approving and monitoring the progress of major capital expenditure, capital

management and material acquisitions and divestitures.

Risk Management
 Ensuring the Company has an appropriate risk management framework, risk
management/regulatory compliance policies and processes in place and monitors the
integrity of the framework, policies and processes.

 Maintaining a risk register which records the likelihood and impact of each risk to the
Company, identifies the key risks and notes steps taken to mitigate each risk.

4. Relationship between Board and Management

4.1. To enable the effective functioning of the day to day Business of the Company, the
Board has delegated to the Chief Executive Officer the authority to manage the
Business and affairs of the Company, and to sub-delegate to other levels of Senior
Management, certain limitations and qualifications.

4.2. The Board maintains a formal set of delegated authorities (including a Treasury
Policy) which clearly define the responsibilities that are delegated to Senior
Management and those retained by the Board. These delegated authorities are
subject to review and approval by the Board on an annual basis.

4.3. Communication between Directors and Senior Management should be through the
Chief Executive Officer. When Directors seek clarification regarding the information
provided to Directors, or seek information about the Company generally, this can be
sought directly from Senior Management, but the Chief Executive Officer should also
be advised.

5. The Board’s Relationship with Shareholders

5.1. The Board will use its best endeavours to familiarise itself with issues of concern to
all relevant Shareholders. The Board will regularly evaluate economic, political,
social and legal issues and any other relevant external matters that may influence or
affect the development of the Business or the interests of Shareholders, and if
thought appropriate, will take outside expert advice on these matters.

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6. The Board’s Relationship with Stakeholders
6.1. The Board will use its best endeavours to familiarise itself with issues of concern to
all relevant stakeholders. The Board recognises that the Company’s long-term
survival and prosperity are closely intertwined with the environments and markets
within which it operates to the extent to which the Company is seen as a responsible
corporate citizen.

7. Board Procedures
7.1. The conduct of Directors will be consistent with their duties and responsibilities to
the Company and, indirectly, to Shareholders. The Board will be disciplined in
carrying out its role, with the emphasis on strategic issues and policy. The Directors
will always act within procedures put in place by the Board on its activities.

7.2. Directors will use their best endeavours to attend Board meetings and to prepare
thoroughly. Directors are expected to participate fully, frankly and constructively in
Board discussions and other activities, and to bring the benefit of their knowledge,
skills and ability to the Board table. Directors unable to attend a meeting will advise
the Chair at the earliest possible date.

7.3. Formal minutes will be taken of each Board meeting and the meeting of each Board
Committee. All discussions and their record will remain confidential unless there is a
specific direction from the Board to the contrary, or disclosure is required by law.
Subject to legal or regulatory requirements, the Board will decide the manner and
timing of the publication of decisions.

7.4. The Board has sole authority over its agenda and exercises this through the Chair.
Any Director may, through the Chair, require the addition of an item to the agenda.
The agenda for each meeting will be set by the Chair in consultation with the Chief
Executive and the Corporate Secretary.

7.5. The Board will normally hold at least ten meetings per year, and otherwise as it
considers necessary. Under Sanford’s constitution, the Quorum for Board meetings
is three Directors, however, there is an expectation that at least two independent
Directors must be in attendance at each meeting (unless determined otherwise by
the Board).

7.6. At each normal meeting the Company’s interests register will be updated as
necessary and the Board will consider:

 an operational report from the Chief Executive;

 a report from the Chief Financial Officer;

 reports from executive management on the activities of the Company’s individual

business units;

 specific proposals for capital expenditure and acquisitions in accordance with the
Company’s delegated authority and capital expenditure policies approved by the
Board;

 major issues and opportunities for the Company; and

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  matters requiring public disclosure.

7.7. The Board will, at intervals of not less than one year:

 review and approve the strategic goals of the Company;

 review the operational plans for achieving the strategic goals of the Company;

 approve the annual budget;

 approve the annual and half-yearly financial statements, associated reports to

Shareholders and public announcements;

 approve the Annual Report;

 review disclosure and reporting requirements against the NZX Code;

 consider the Company’s dividend policy and, if appropriate, declare or

recommend the payment of dividends;

 review the Board composition, structure and succession;

 review the Company’s audit requirements;

 review the performance of, necessity for and composition of Board Committees;

 undertake Board and individual Director evaluations;

 review Directors remuneration;

 review the Chief Executive’s performance and remuneration;

 review remuneration policies and practices in general, including superannuation

and incentive schemes for Senior Management;

 review risk assessment policies and controls including insurance cover and
compliance with legal and regulatory requirements;

 review the Company’s Code of Ethics/Conduct;

 review the Charter and the charters of its standing Committees;

 review Shareholder, customer and supplier relations;

 review donations and sponsorships;

 assess the Company’s objectives for achieving diversity and progress in

achieving those objectives; and

 settle the Board’s work plan for the following year.

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7.8. Directors are entitled to have access, at all reasonable times, to all relevant
Company information and to Senior Management. The Board encourages the Chief
Executive to bring employees to Board meetings who can provide additional insight
into the items being discussed because of personal involvement or expertise in such
matters, including employees whose future potential the Chief Executive believes
should be given exposure to the Board.

7.9. Directors are expected to strictly observe the provisions of the Act applicable to the
use and confidentiality of Company information.

8. Chair
8.1. The Chair is appointed by the Directors and must be an independent non-executive
director.

8.2. The Chair is responsible for the leadership of the Board and for the efficient
organisation and conduct of the Board’s functioning.

8.3. The Chair also has specific responsibility to:

 facilitate the effective contribution of all Directors and promote constructive and
respectful relations between Directors and between the Board and Senior
Management;

 maintain regular dialogue with the Chief Executive over all operational matters
and consult with the remainder of the Board promptly over any matter that gives
cause for significant concern;

 represent the views of the Board to all Shareholders and maintain appropriate
ongoing contact with major shareholders to ensure the Board understands their
views; and

 Chair Board and Shareholders’ meetings.

9. Deputy Chair
9.1. The Board may appoint one or more Directors to the office of Deputy Chair. If such
an appointment is made each Deputy Chair is to be an independent Director. A
Deputy Chair will undertake any duties required by the Board.

10. Board Committees

10.1. The Board recognises the essential role of Committees in guiding the Company on
specific issues, where specialist knowledge and expertise is required. Four standing
Board Committees have been established to assist, advise and make
recommendations to the Board on matters falling within their area of responsibility.

10.2. Board Committees will, as far as is appropriate, observe the same rules of conduct
and procedure as the Board, unless the Board determines otherwise. Board
Committees will only speak or act for the Board when so authorised. The authority
conferred on a Board Committee will not derogate from the authority delegated to

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 the Chief Executive or the responsibility of the Chair. Each Board Committee shall
have a Charter approved by the Board and reviewed annually. The members of
each Board Committee will be appointed by the Board.

10.3. All Directors will receive papers for each Committee. Formal minutes of each
Committee meeting are prepared and circulated to the Directors. A verbal report is
also provided at the next Board meeting.

10.4. The role, function, charter, performance and membership of each Committee are
reviewed on an annual basis.

10.5. The Board has established the following Committees:

 Audit, Finance and Risk Committee

 People Committee
 Safety, Health and Environment Committee
 Board Nomination Committee
 Sales, Marketing, Innovation & Food Safety Committee

11. Board Composition and Mix

In addition to the Constitutional requirements, the Board has agreed that:

11.1. A majority of the Board shall be comprised of Independent Directors at all times.

11.2. The test of “independence” shall be governed by the requirements of the NZX
Listing Rules. The Company’s annual report will include information on each Director
and identify which Directors are independent.

11.3. If, at any time, the Board makes a determination regarding a Director’s
independence that differs from the position most recently released to the market
such determination will be released to NZX promptly and without delay.

11.4. A Director must not hold office (without re-election) past the third annual meeting
following the Director’s appointment or 3 years, whichever is longer. A Director
appointed by the Board must not hold office (without re-election) past the next
annual meeting following the Director’s appointment.

12. Board Nomination Committee

12.1. The Nomination Committee of the Board will recommend to the Board candidates to
be considered for appointment as a Director. Appointments shall be made in
accordance with the Board’s written procedure for the nomination and appointment
of Directors outlined in the Nomination Committee’s Charter. To be eligible for
selection, candidates must demonstrate appropriate qualities and experience.
Directors will be selected based on a range of factors including the needs of the
Board at the time.

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13. Induction and Continuous Education
13.1. The Board will ensure that all new Directors are appropriately introduced to the
management and the business of the Company. All such Directors will receive a full
disclosure and compliance pack including relevant company policies and the
Constitution. It is expected that all Directors will continuously educate themselves to
ensure that they may appropriately and effectively perform their duties as directors
of a listed company. In addition, visits to specific Company operations, when
appropriate, and briefings from Senior Management and industry experts will be
arranged.

13.2. Directors will undertake appropriate training to remain current on how to best
perform their duties as Directors of Sanford.

13.3. All new Directors must enter into a written agreement with Sanford detailing the
terms of their appointment.

14. Directors Remuneration

14.1. The Board will determine the level of remuneration paid to Directors and to members
of the various Board various committees, within the total pool of remuneration
previously approved by Shareholders (subject to any adjustments to that pool that
may be permitted by the NZX Listing Rules).

15. Shareholding of Directors

15.1. Directors are required to hold at least 500 shares in the Company as required by the
Constitution.

15.2. When buying or selling shares, Directors must strictly observe the provision of the
Company’s Constitution, the Company’s own internal rules (including the Company’s
Securities Trading Policy and Guidelines) and all relevant legislative or regulatory
procedures.

15.3. All changes in shareholding shall be reported to the Board and where required to the
stock exchanges on which the Company is listed in accordance with the rules of
those exchanges.

16. Provision of Business or Professional Services by Directors

16.1. Because a conflict of interest (actual or perceived) may be created, Directors should
not, generally, provide business or professional services of an ongoing nature to the
Company. Notwithstanding the general rule, the Company is at liberty to for the
purposes of a special assignment, engage the services of any Director having
special expertise in a particular field or engage the services of another member of a
Director’s organisation, so long as the terms of engagement are competitive,
established on an arm’s length basis, clearly recorded and all legal requirements for
disclosure of the engagement are properly observed (including disclosure to the
Board of any actual or perceived conflict of interest).

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17. Other Board Appointments
17.1. Any Director is, while holding office, at liberty to accept other board appointments so
long as the appointment is not in conflict with the Business and does not
detrimentally affect the Director’s performance as a Director. Such appointments
and all other appointments potentially having a significant impact on the Director’s
performance must first be discussed with the Chair before being accepted.

17.2. It is recognised that, from time to time, conflicts of interest may arise as a result of
Director’s appointments to the board of, or other involvement with, other
organisations. In such situations, Directors will put in place appropriate processes,
including excluding themselves from discussions in respect of such businesses, to
ensure that the effect of such conflict of interest is minimised.

18. Independent Professional Advice

18.1. The Board has the authority to conduct or direct any investigation required to fulfil its
responsibilities and has the ability to retain, at the Company’s expense, such legal,
accounting or other advisers, consultants or experts as it considers necessary from
time to time in the performance of its duties.

18.2. In certain circumstances, each Director has the right to seek independent
professional advice at the Company’s expense within specified limits, or with the
prior approval of the Chair. This advice shall generally be made available to all other
Directors.

18.3. All Committees of the Board have access to independent professional advice on this
basis.

19. Board and Director Evaluations

19.1. The Board will, each year, critically evaluate its own performance, and its own
processes and procedures, including those of its Board Committees, to ensure that
they are not unduly complex and are designed to assist the Board in effectively
fulfilling its role.

19.2. Each year, the performance of individual Directors will be evaluated by a process
which includes:

 each Director will discuss with the Chair that Director’s contribution to the
proceedings of the Board and the performance of the Board and its Board
Committees generally; and

 the Chair’s own contribution will be discussed by the rest of the Board.

19.3. An independent review of the performance of individual Directors and the Board will
be undertaken biannually.

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20. Indemnities and Insurance
20.1. The Company will provide Directors with, and pay premiums for, indemnity and
insurance cover while acting in their capacities as Directors, to the fullest extent
permitted by the Act and the Constitution. The Company will maintain specified
corporate documents and provide Directors with access to those documents.

21. The Corporate Secretary

21.1. The appointment and removal of the Corporate Secretary is made on the
recommendation of the Chief Executive and must be approved by the Board. The
Corporate Secretary is responsible for ensuring that Board procedures are followed,
that the applicable rules and regulations for the conduct of the affairs of the Board
are complied with and for all matters associated with the maintenance of the Board
or otherwise required for its efficient operation.

21.2. All Directors, particularly the Chair, have access to the advice and services of the
Corporate Secretary for the purposes of the Board’s affairs and the Business.

22. Position of Chief Executive

22.1. The Chief Executive is charged with the day-to-day management of the Company.
The Chief Executive also has the responsibility to manage and oversee the
interfaces between the Company and the public and to act as the principal
representative of the Company.

22.2. The Chief Executive, together with Senior Management, is responsible to the Board
for the development and implementation of strategy and overall management and
performance of the Company.

22.3. The Chief Executive manages the organisation in accordance with the strategy,
business plans and policies approved by the Board to achieve the corporate
objective and the goals and targets of the Company.

22.4. The Chief Executive’s performance is assessed in light of the achievement of those
goals, targets and other agreed performance indicators.

22.5. Between meetings, the Board maintains an informal link between the Board and the
Chief Executive, and will be kept informed by the Chief Executive on all important
matters. The Chair will be available to the Chief Executive to provide counsel and
advice where appropriate.

23. Accountability of the Chief Executive to the Board

23.1. The Chief Executive is accountable to the Board for the achievement of the strategic
goals of the Company. The Chief Executive is accountable for the observance of the
Management Limitations.

23.2. At each of its normal meetings, the Board should expect to receive from or through
the Chief Executive:

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  the operational and other reports and proposals referred to in paragraph 7.6; and

 such assurances as the Board considers necessary to confirm that the

Management Limitations are being observed.

24. Management Limitations

24.1. The Chief Executive is expected to:

 act within all specific authorities delegated to the Chief Executive by the Board;

 allow only practices, activities or decisions that conform to commonly accepted

good business practice and the Company’s Code of Ethics;

 adhere to the Company’s strategic goals in allocating the capital and resources of
the Company;

 allow actions only after taking into account the health, safety, environmental and
political consequences and their effect on long-term shareholder value;

 not to cause or permit any action that is likely to result in the Company becoming
financially embarrassed;

 adequately maintain and protect the assets of the Company;

 protect employees and other parties working for the Company from being
subjected to treatment of conditions that are undignified, inequitable, unfair or
unsafe; and

 allow payments to be made or rewards given only if they are in return for
contributions towards the purposes of the Business and the net enhancement of
the Business value, and are proportional to the extent that the contribution in
question furthered such purposes and are at fair value.

25. Signed

Signed: Paul Norling

Chairman

May 2019

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