Governance & Ethics
Strong corporate governance, based on the principles of professionalism, leadership, accountability, and transparency, is an integral part of our core values. We regard it as a critical aspect of our sustainable growth and value creation. To uphold the principles of corporate governance, we have adopted a code of conduct, among many other initiatives, which applies to all our People and stakeholders, and is strengthened by various internal programs.
Following the combination of ADAMA Agricultural Solutions Ltd. (“ADAMA Solutions”) and Hubei Sanonda Co. Ltd., a listed entity traded in the Shenzhen Stock Exchange (“Listed Entity”) in 2017, the Listed Entity was renamed ADAMA Ltd., with one global management leading both companies.
In June 2020, ADAMA Group became a distinctive member of the newly established Syngenta Group - an agricultural industry leader owned by ChemChina, which was created by unifying the agricultural businesses of ChemChina and Sinochem (“Syngenta Group”). No change consequently occurred in ADAMA Solutions’ or ADAMA Ltd.’s controlling shareholder. ADAMA Solutions continues to be headquartered in Israel, and ADAMA Ltd. continues to be traded on the Shenzhen Stock Exchange, while we at ADAMA maintain our own unique brand and positioning.
| Member of the Board | Description | BoD ADAMA Ltd | BoD ADAMA Solutions |
|---|---|---|---|
| Erik Fyrwald | Mr. Fyrwald, age 63, was appointed Chairman of the Board of Directors of ADAMA Ltd.. He also serves as CEO of Syngenta Group Co., Ltd., CEO and Executive Director of Syngenta AG, and Chairman of the Syngenta Foundation for Sustainable Agriculture. He currently also serves on the board of directors of CropLife International, the Swiss-American Chamber of Commerce, and the listed entities Bunge Limited and Eli Lilly & Company. Mr. Fyrwald holds a B.Sc. in chemical engineering from the University of Delaware, and completed the Advanced Management Program at Harvard Business School. | Chairman of the Board of Directors | - |
| Ignacio Dominguez | Mr. Dominguez, age 62 serves as the President and CEO of both ADAMA Ltd. and ADAMA Solutions and, as well as the Chairman of the Board of Directors of ADAMA Solutions. He holds an M.Sc. in physics, specializing in automatic calculus, artificial intelligence structure of microprocessors, and programming languages, from the Universidad Complutense de Madrid. |
President and CEO | President and CEO, and Chairman of the Board of Directors |
| Chen Lichtenstein | Mr. Lichtenstein, age 54, serves as a Director of ADAMA Ltd. and ADAMA Solutions, and also serves as the CFO of Syngenta Group Co., Ltd. and its wholly-owned subsidiary - Syngenta AG. He holds joint doctoral degrees from Stanford University's Graduate School of Business and School of Law, and a B.Sc. (physics) and LL.B. from the Hebrew University of Jerusalem. | Director | Director |
|
An Liru |
Mr. Liru, age 52, serves as a Director of both ADAMA Ltd. and ADAMA Solutions, and serves as Senior Vice President, China Cluster. Mr. Liru holds an MBA, an M.Sc. in chemical engineering, and a B.Sc. in applied chemistry, all from Nanjing University. | Director | Director |
|
Ning Gaoning (Frank) |
Mr. Gaoning, age 64, serves as the Chairman of the Board of Directors of China National Chemical Corporation Ltd., Syngenta AG and Syngenta Group. He holds a B.A in Economics from the Shandong University, and an MBA from the University of Pittsburgh. | - | Director |
|
Xi Zhen, Ph.D |
Dr. Zhen, age 58, is Cheung Kong Scholar of Pesticide Science of the Ministry of Education, Chairman of the Department of Chemical Biology, Professor of Chemistry and Chemical Biology, Fellow of the University Committee of Nankai University in China, and Director of the National Pesticide Engineering Research Center (Tianjin). Dr. Zhen has held various posts in academic institutions in both China and the US, including at the Harvard Medical School, the Wuhan University School of Medicine, the Beijing Institute of Chemical Reagents, and Nankai University. He is also a member of several professional organizations. Dr. Zhen holds a Doctorate in bio-organic chemistry from Uppsala University in Sweden, a Master's degree from the Institute of Elemental Organic Chemistry of Nankai University, and an undergraduate degree from Central China Normal University. | Independent Director (Member of the Audit Committee, Nomination Committee, Remuneration Committee, and Strategy Committee ) | - |
|
Ge Ming |
Mr. Ming, age 70, serves as an independent director of ADAMA Ltd. He holds a master’s degree in western accounting, and he is a senior accountant, a certified Chinese public accountant as well as an Australian certified public accountant. He previously served as the chairman and chief accountant of Ernst & Young Hua Ming Certified Public Accountants Firm, and as the managing partner, chief accountant and senior advisor of Ernst & Young Hua Ming Certified Public Accountants (special general partnership). Mr. Ming currently serves as an independent director on the board of directors of AsiaInfo. He currently also serves on the supervisory boards of the Bank of Shanghai, Bank of Suzhou, Tencent Foundation, and serves as the executive director and general manager of Beijing Huaming Fulong Accounting Consulting Co., Ltd. | Independent Director (Member of the Audit Committee, Nomination Committee, Remuneration Committee, and Strategy Committee) | - |
| Dalit Braun | Ms. Braun, age 56, is the founder and partner of Realya USA, is a business development and economics advisor for Israel Airports Authority, and the founder and former CEO of Pick’nTell. She has an MBA from the Tel Aviv University, an LLM in European business law from Anglia Ruskin University in the UK, and a B.Sc. in industrial engineering and management from the Technion, Israel Institute of Technology. Ms. Braun formerly served as an External Director of NTA, a governmental mass transit company, and formerly served as an External Director of "Dira LeHaskir” (an Israeli government company). | - | External Director (Chairperson of the Audit Committee and the Remuneration Committee; member of the Financial Statements Review Committee) |
| Gustavo Traiber | Mr. Traiber, age 61, is the owner and CEO of Spain-Israel Investments Ltd. and the former CEO of a public company in the field of solar energy. He has extensive experience in the strategic and marketing aspects of business development, having held previous director and senior management roles. He has an MBA with a finance concentration from the Interdisciplinary Center (IDC), Herzliya, and a BA in political science and international relations from the Hebrew University in Jerusalem. Mr. Traiber concurrently serves as an independent director of Cellcom Israel Ltd., an Israeli public company. |
- | External Director (Chairperson of the Financial Statements Review Committee; member of the Audit Committee and the Remuneration Committee) |
|
Jiashu Cheng |
Mr. Cheng, age 69, is an Executive Director of the Stanford Center at Peking University. He was previously the President of the Celanese China Operation. Mr. Cheng has Master's degrees in Economics and in Economic Development both from Stanford University, and Major in planning and statistics from the Department of Economics, Hebei University. | - | Independent Director (Member of the Financial Statements Review Committee, the Audit Committee and the Remuneration Committee) |
In 2021, ten (10) meetings of ADAMA Ltd.’s Board of Directors were held.
In 2021, the Board of Directors of ADAMA Solutions held seven (7) meetings, with the directors’ attendance rate being 76%, and the independent directors’ attendance rate being 90%.
Committees of the Board of Directors
To help the board of directors effectively and efficiently fulfill its responsibilities, it has established several standing committees.
Board of Directors’ Committees - ADAMA Ltd
Audit Committee
Responsible for monitoring the company’s internal control system, financial information, and its disclosure. The Committee currently consists of three members, two of whom are independent directors.
In 2021, the Committee held six (6) meetings, with a 100% attendance rate.
Nomination Committee
Responsible for formulating standards and procedures and making recommendations regarding the election of candidates for directorship. The Committee currently consists of three members, two of whom are independent directors.
In 2021, the Committee held one (1) meeting with a 100% attendance rate.
Compensation and Appraisal Committee
Responsible for reviewing and formulating recommendations regarding remuneration policies for directors and senior management. The Committee currently consists of three members, two of whom are independent directors.
In 2021, the Committee held two (2) meetings with a 100% attendance rate.
Strategy Committee
Responsible for conducting research and formulating recommendations regarding the company’s long-term strategic development plans and major investment decisions. The Committee currently consists of five members, two of whom are independent directors.
Board of Directors’ Committees - ADAMA Solutions
The Audit Committee
Responsible for supervising all ADAMA Solutions’ group activities and ensuring that they are conducted in compliance with all legal provisions. The Committee currently consists of three members, all of whom are independent directors and two of whom are external directors.
In 2021, the Committee held ten (10) meetings with a 97% attendance rate.
The Financial Statements Review Committee
Responsible for discussing and formulating recommendations to the board of directors regarding financial statements. The Committee currently consists of three members, all of whom are independent directors and two of whom are external directors.
In 2021, four (4) meetings of the Committee were held with a 92% attendance rate.
The Remuneration Committee
Responsible for approving and formulating recommendations regarding the remuneration of officers, based on the adopted governing remuneration policy. The Committee currently consists of three members, all of whom are independent directors and two of whom are external directors.
In 2021, five (5) meetings of the Committee were held with a 100% attendance rate.
Risk Management
ADAMA Agricultural Solutions utilizes a comprehensive risk management methodology that is designed to maximize financial returns for its stakeholders regardless of unavoidable risks and uncertainties in the business environment. This methodology includes a risk assessment survey, most recently performed in 2018, that maps the key activity areas and processes in which there is risk exposure, such as strategic, operational, legal, financial and regulatory risks. ADAMA Agricultural Solutions conducts an in-depth analysis of the residual risk level for all risks and prepares a multi-year work plan for internal auditing based on its results.
In addition to the risk assessment survey, we carry out periodic fraud risk assessments, with the most recent completed in 2020, aimed at assessing the overall fraud risk level by evaluating and identifying weaknesses in the work and control processes, which could be exploited for fraudulent or improper activities.
To increase visibility of risk and to assist in management decision making, risks in both the risk assessment survey and fraud risk assessment are mapped and evaluated according to their residual risk based on their inherent risk and the in-place internal controls framework. The categories are each defined by 5 levels ranging from very low to very high.
The Board of Directors has overall responsibility for establishing and monitoring the framework of the risk management policy. The Financial Statements Review Committee is responsible for establishing and monitoring the Group’s actual risk management policy. The Chief Financial Officer reports to the Committee on a regular basis regarding these risks.
