1、1Plant Health Care plc|2022 Annual Report&AccountsPlant Health Care plcAnnual Report&Accounts 2022AIM:PHC.OTCQB:PLHFCSupporting Sustainable Food Production2Plant Health Care plc|2022 Annual Report&AccountsFinancialRevenue$11.8m 40%(2021:$8.4m)Gross margin 61%2%(2021:59%)Operating Loss1$9.2m 45%(2021
2、:$6.4m)Adjusted LBITDA2$3.7m 20%(2021:$4.6m)Working capital3$3.1m 20%(2021:$3.9m)Company is on track to deliver long-term targeted revenue,cash breakeven and profitability.1 This is a statutory profit measure and includes$3.8 million of non-cash of fx losses2 Adjusted LBITDA:loss before interest,tax
3、.depreciation,amortisation,share-based payments and intercompany foreign exchange3 Working capital consists of inventory,trade receivables and trade payablesWho we are By 2050 the world will need 60%more foodOur products support sustainable food production by using nature to enable farmers to produc
4、e more from less land,whilst protecting soils and biodiversity and reducing reliance on chemical fertilisers.Our mission and valuesSustainabilityWe care passionately about sustainability.All of our products help farmers grow crops more sustainably.We aim to support mainstream agriculture,as well as
5、organic growers,to feed the world sustainably.Science We believe that science drives progress.All of our products are built by leading edge science.We understand how they work,so that we can make them even more effective and more sustainable.PeopleWe are a team which works together to achieve our go
6、als.We help our people develop their full potential,working with customers and other stakeholders to deliver our mission.ProsperityEconomic sustainability is essential to our success as a business.Our work should create financial benefits for our customers,partners and employees,alongside shareholde
7、rs.OverviewHighlights1Plant Health Care plc|2022 Annual Report&AccountsStrategic Report2022 Products Review022022 Geographic Review04Business Model and Strategy10Chairmans Statement12Chief Executive Officers Statement14Financial Summary18KPIs20Section 172 Statement22ESG|Our Approach24ESG|Product25ES
8、G|Operations26ESG|People27ESG|Governance28ESG|Health&Safety29Principle Risk and Uncertainties30Corporate GovernanceBoard of Directors33Corporate Governance Report35Audit Committee Report38Remuneration Committee Report40Report of the Directors42Statement of Directors Responsibilities45Corporate Gover
9、nance Statement46Financial StatementsIndependent Auditors Report48Consolidated Statement of Comprehensive Income53Consolidated Statement of Financial Position54Consolidated Statement of Changes in Equity55Consolidated Statement of Cash Flows56Notes(Group)57Company statement of financial position84Co
10、nsolidated Statement of Changes in Equity85Notes(Company)86Directors and Advisors89In this report2Plant Health Care plc|2022 Annual Report&Accounts2022 Products ReviewPlant Health Cares proprietary products derived from natural proteins help protect crops from diseases and stress leading to increase
11、d crop yield,quality and financial return for growers globally.There are two core technologies.KEY ISSUES DRIVING THE DEMAND FOR PHC PRODUCTSCOMMERCIALHarpinHarpin is an environmentally friendly,protein technology which makes plants healthier,helps them to resist biotic and abiotic stress,resulting
12、in better quality crops,and higher yields.The Group is developing new avenues to grow its Harpin-based business,by expanding into new territories with new distribution partners and by expanding use on new crops with existing partners.After entering through the leaf or seed,Harpin has an effect throu
13、ghout the entire plant.It then breaks down in the soil into plant food,leaving no residues or harmful effects.It is therefore a perfect tool for sustainable farming.In the US,the Company developed a Harpin based bio stimulant planter box seed treatment for the US row crop market,initially targeting
14、corn and soybeans.In Europe,PHC obtained registration in France for Harpin as a“fertiliser with bio stimulant properties”for use on a wide range of crops.This was the first product registration for the Company under a National Framework in Europe,which will accelerate entry to additional EU Member S
15、tates via the mutual recognition process.In India,the Harpin product,ProAct was submitted to regulatory authorities in late 2022 to secure approval of Harpin as a biostimulant for use on sugar cane(anticipated by early 2024).An exclusive distribution agreement with Novozymes South Asia Pvt.has been
16、secured with sales commencing once registration is finalised.CLIMATECHANGE3Plant Health Care plc|2022 Annual Report&AccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT NEW TECHNOLOGYPREtecThe Company has invested$30 million in its exciting new technology,the PREtec platform(Vaccines for
17、 PlantsTM).Derived from natural proteins,PREtec is a technology which stimulates crop growth,the ability to withstand abiotic stresses and improve disease and nematode control,and enhance plant health and yield.PREtec is compatible with mainstream agricultural practices.Saori was the first PREtec pr
18、oduct fully launched in Brazil in the second quarter of 2022 generating revenue of$0.8 million.The Group plans one major new product launch for the next several years from the PREtec platform.After contacting the leaf or seed,Harpin has an effect throughout the entire plant.It then breaks down in th
19、e soil into plant food,leaving no residues or harmful effects.It is therefore a perfect tool for sustainable farming.BrazilIn 2022,Plant Health Care focused on developing more PREtec products,including PHC279 for disease control and PHC949 for nematode control.The Company submitted applications to t
20、he Brazilian authorities to register the foliar use of PHC279 to control rust disease in coffee and sugarcane,both of which represent significant opportunities for the Company.Registrations are anticipated in late 2023.In the fourth quarter,the Company submitted to register PHC949 as a seed treatmen
21、t to control soybean root-lesion nematodes.Nematodes are microscopic parasitic worms that live in soil and feed on plant roots,affecting crop yields.Annual yield losses caused by nematodes are estimated at 12.3%of worldwide production,worth about$157 billion.North AmericaIn March 2023,the US Environ
22、mental Protection Agency gave commercial approval to our novel peptide fungicide,coded as PHC279.Wilbur-Ellis Agribusiness,one of the largest U.S.retailers of agricultural products,is expected to commence sales of PHC279 within key US markets under the brand Obrona in 2023.PHC279 has also been submi
23、tted concurrently for review by the California Department of Pesticide Regulation.PHC949 is on-track to be submitted to the US EPA in the second quarter of 2023 for nematode control in a wide range of agricultural crops.PHC949 was submitted to the California Department of Pesticide Regulation for re
24、gistration as a low use rate foliar biochemical nematicide for use in high value crops.To further investigate the mode of action and performance of PHC949,a strategic research agreement was signed with the globally recognized UK research organization,the James Hutton Institute,to confirm efficacy of
25、 PHC949 to control potato cyst nematode.EMEAAIn Europe,the development of PREzym,a unique added value fertilizer product containing PREtec technology,continued in Portugal and Spain in anticipation of commercial launch in mid-2023.Testing of a novel fertilizer product with our partner,UK market lead
26、er Agrii,also continued in 2022.Rest of the WorldThe Company has established ongoing development agreements with crop protection companies in other parts of the world to evaluate the performance of PHC279,PHC949 and other PREtec products under local conditions in a variety of crops.These include fie
27、ld trials in Brazil,Canada,China,Japan,Chile,Paraguay,and Guatemala.FOODSECURITYSUSTAINABILITYHarpin has resulted in 5%yield increase when used in US corn.From 2019 to 2022,the product sales had a Compound Annual Growth Rate(CAGR)of 31%.4Plant Health Care plc|2022 Annual Report&Accounts$11.8 million
28、$8.2 millionOverall sales in 202240%(2021:$8.4m)Sales of core Harpin36%(2021:$6.0m)$1.0 million69%of sales to three of our distribution partnersof sales from Harpin in 2022(2021:71%)PHC has access to significant commercial opportunities via its established distributorsExamples by total hectares:93.8
29、mSoybean Brazil,USA,Argentina39.7mCornUSA,Argentina16.8mSugarcaneBrazil,India,USA,MexicoOur operationsPresentExpecting to launchRevenue by Region($000)South AmericaEMEAAMexicoNorth America202020212022$527$1,098$2,244$1,213$1,591$1,343$3,214$2,969$3,364$1,657$2,774$4,8172022 Geographic Review5Plant H
30、ealth Care plc|2022 Annual Report&AccountsNorth America North America experienced its best year in Group history,with continued strong performance of our Employ product in fruits,nuts and vegetables through Wilbur-Ellis and our pre-plant seed treatment for corn(Fastand)through the second largest dis
31、tributor in the US.Overall,revenue was up 74%to$4.8m compared to 2021.The Group has successfully introduced new programs focused on taking care of our existing customers and promoting expansion into new crops and territories.Many of these efforts are expected to generate increased sales in 2023 and
32、beyond.Some examples include:The introduction of a co-promotion program with our distributor under which the sales team was incentivized to sell Fastand and the distributors seed products together to local growers.Continued focus with Wilbur-Ellis on promoting the use of Employ in the row crop marke
33、t.The application to add 17+crop groups to the commercial Employ product label is expected to contribute to growth of Employ sales in 2023 and beyond.Promotion of the use of Employ for sugar cane cultivation was increased.The Company hired a new representative in the Southern US to support Harpin sa
34、les growth.Worked with our partner,Brandt,to evaluate expansion of our Inceptive product into new crops and new States within the US.Prepared for the launch upon receipt of all regulatory approvals of a new product consisting of an 80:20 talc/graphite blend with Harpin for use as a seed planter lubr
35、icant for corn and other crops.Grew our N-Hibit seed treatment business to more than$1m in annual sales with our partner,Direct Enterprises.ProductsApproved and deployed:HARPINRegistered;launch in 2023:ObranaSubmitted for approval:PHC 949Distribution partnersGrowth opportunities(Potential revenue in
36、 3-5 years)HARPINExpand Employ growth with Wilbur-Ellis on cotton,soybeans,citrus,sugar cane&CA specialty cropsSeed treatment market$8m$5mPHC 279 Launch in Specialty cropsEvaluate on corn for tar spot control$1m$40mPHC 949 Launch in 2025$10mFocus cropsNorth American Total Revenue2020$1,6572021$2,774
37、2022$4,817FINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT CORN COTTON FRUITS&VEGETABLESSOYBEANS CITRUS TREE FRUIT CROPS6Plant Health Care plc|2022 Annual Report&AccountsCurrently servicedPOTATOES Targeted(EU)SUGAR CANE POTATOES GLASSHOUSECROPS RICE CITRUS EMEAA2022 was challenging in the EM
38、EAA region with some bright spots setting the stage for a rebound in 2023.Overall,EMEAA revenue was down 16%to$1.3m compared to 2021,due in part to weather issues and exchange rates,however there were many achievements in 2022 that point to a strong rebound in 2023,such as:Harpin sales into glasshou
39、se areas in Southern Spain grew by+80%compared to the prior year driven by successful execution of the Companys go-to-market strategy.An agreement was signed with EDAF Unipessoal LDA Portugal to distribute our new PREtec-containing fertilizer,PREzym,for use on fruits,vegetables and cereals beginning
40、 in 2023.The Company also confirmed that PREzym can be distributed in Spain and efforts are now ongoing to introduce PREzym in that market.An application was submitted in India to permit sales of Harpin.Discussions with distributors are ongoing to sell Harpin for use in sugar cane,rice,and vegetable
41、 crops.India is poised to be a major market for the Company in 2024.ProductsApproved and deployed:HARPINDistribution partnersGrowth opportunities(Potential revenue in 3-5 years)HARPINLaunch Harpin in sugar cane IndiaExpansion into rice IndiaExpansion of Harpin into potatoes across EUEgypt/Moroccan m
42、arkets$4m$1m$3m$3mPREtec Launch of PREtec+foliar fertilizer on potatoes,apples and grapes$4.5mFocus cropsEMEAA Total Revenue2022 Geographic Review2020$1,2132021$1,5912022$1,3437Plant Health Care plc|2022 Annual Report&AccountsCurrently servicedTOMATOES SUGAR CANE TargetedAVOCADO CUCUMBER PEPPERS AGA
43、VE BERRIES MexicoThe Companys business in Mexico sells PHCs products and a range of sustainable third-party products to farmers.The business did well in 2022 with revenue up 13%to$3.4m compared to 2021.Harpin sales represented 16%of overall sales with the remainder being third-party products.There w
44、ere many achievements to be pleased with in 2022 that point towards continued growth in 2023.Expansion of sales in the agave crop through a new customer,Fertilizantes Tepeyac,as well as increased sales in the expanding avocado market.Initial Harpin trials in sugar cane offered good performance,which
45、 led to the first sales into more than 2,000 ha of sugar cane.Expectations are high to grow Harpin sales in sugar cane in 2023.Demonstration trials were planted in a range of new specialty crops to promote the use of Harpin-based products in new markets in the future.ProductsApproved and deployed:HA
46、RPIN MexicoGrowth opportunities(Potential revenue in 3-5 years)HARPINExpand use on AvocadoLaunch use on sugar cane$1m$1mPREtec Launch PHC 279 into specialty cropsLaunch PHC 949 into specialty crops$0.8m$0.8mFocus cropsMexico Total RevenueFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT 2020$
47、3,2142021$2,9692022$3,3648Plant Health Care plc|2022 Annual Report&AccountsCurrently servicedSOYBEANS TargetedCOFFEE SUGAR CANE South AmericaOur South American business continues to expand,driven by growing sales of Harpin as H2Copla for sugar cane in Brazil through Coplacana,and by sales of Saori f
48、or soybean disease control through our partner Sementes Gois Ltda Nutrien.Overall,our Brazil business more than doubled in 2022,with revenue up 104%to$2.2m compared to 2021.This success was all the more satisfying in the face of a series of local challenges,including:Falling ethanol and sugar prices
49、,resulting in lower income for sugar cane farmers and as a result less money available for the purchase of crop inputs like H2Copla.Crop input costs were higher across all categories,leading to reduced purchases by growers and sugar mills.An intense rainy season which affected field cultivation.The
50、Brazilian interest annual rate was historically high at 13.75%,driving growers to delay crop input purchases to closer to actual need.The success was led by a series of factors:During the first year of commercial sales of Saori,the Company experienced a sell-out of the entire inventory for applicati
51、on to soybean seeds by our partner Sementes Gois Ltda-Nutrien,resulting in 205k bags of treated soybean seed.The use of H2Copla by independent sugar cane growers increased by 40%compared to 2021.In Argentina,TROPFEN S.A launched Harpin for soybean,corn and wheat under the tradename TROPBIO PRO.Produ
52、ctsApproved and deployed:SAORI BrazilSubmitted for approval:PHC 279PHC 949Distribution partnersGrowth opportunities(Potential revenue in 3-5 years)HARPINLaunch Harpin in soybeans$4mSaori Launch into other cropsLaunch on coffee$5m$5mPHC 949 Launch on soybeans$10mFocus cropsSouth America Total Revenue
53、2022 Geographic Review2020$5272021$1,0982022$2,2449Plant Health Care plc|2022 Annual Report&Accounts10Plant Health Care plc|2022 Annual Report&AccountsBusiness Model and Strategy1 Substantial increase in market share2 Launching peptide products from our PREtec platforms3 Further building the capabil
54、ity to deliver additional products from PREtecStrategyWe intend to drive revenue in the short term by focusing on distribution of Harpin in markets where we already have a presence and by aligning with large distributors with broad market access to open up new ones.We plan to expand sales in broad a
55、cre crops where Harpin provides the most benefit to farmers,including sugar cane,corn,soy,citrus,rice,almonds and grapes.With the launch of Saori in Brazil,we have gained access to their 99-million-acre soybean market.StrategyOur target is to launch at least one PREtec product in a major market ever
56、y year.The launch of Saori in Brazil in 2021 was the first.The next target is the launch of PHC279 into specialty crops in the USA with Wilbur-Ellis.StrategyThe Group made a significant capital investment by building a pilot plant facility in our Seattle location.This allows the Group to produce pep
57、tides on a pilot scale and assist with developing and optimising manufacturing methods.The Group also secured a production facility for PHC279 and PHC949,which led to the achievement of our volume cost targets.Links to KPIsRevenue,Gross profitLinks to KPIsRevenue,Gross profit,Gross profit margin,Ope
58、rating loss,LBITDALinks to KPIsRevenue,Gross profit,Gross profit margin,Operating loss,LBITDA4 IP protection and ongoing innovation5 Consolidation6 SustainabilityStrategyThe Group has an extensive library of PREtec peptides,which can be further expanded.The Group has now been granted the first paten
59、ts for PREtec peptides by the USPTO;numerous filings are in the process of being reviewed around the world,as the Group builds its IP portfolio.The Group has been issued 18 patents and more than 50 applications are pending in 11 countries and the European Patent Office.StrategyThe Group is well posi
60、tioned to take a lead in consolidating this fragmented sector,due to its strong portfolio,market access and experienced leadership team.StrategyIn the environment,the products rapidly degrade and leave no detectable residues.Our products are made via a process which does not create or discharge any
61、byproducts into the industrial wastewater system.Links to KPIsRevenue,Gross profit,Gross profit margin,Operating loss,LBITDALinks to KPIsRevenue,Gross profit,Gross profit margin,Operating lossLinks to KPIsRevenue,Gross profit,Gross profit margin,Operating loss11Plant Health Care plc|2022 Annual Repo
62、rt&Accounts12Plant Health Care plc|2022 Annual Report&AccountsChairmans StatementGrowth and sustainability.In 2022,we once again beat annual market growth of 12-16%,as the wave of sustainability sweeps across farming.Another firm step towards our goal of$30m annual revenue in 2025.Sustainable growth
63、 Plant Health Care is all about sustainability,while delivering against market expectations in all respects.The Company is on track to deliver long-term targeted revenue,cash breakeven and profitability.Delivering performancePlant Health Cares financial performance accelerated in 2022.Our core Harpi
64、n grew by 36%;more than double the 12 16%growth for the market in sustainable biologicals products for agriculture.For the second year,financial performance was ahead of market expectations;we intend to continue with this out-performance.Robust financial position As revenue grows,we leverage our cos
65、t base to move progressively to cash positive.At the same time,we are making measured increases in investment in sales and marketing,where we are confident of strong returns.Our Commercial business is now strongly profitable and cash generative,financing an increasing part of the costs of bringing o
66、ur exciting new PREtec products to market.We are confident of becoming profitable and cash generative as a company within our existing cash reserves,while continuing to fund priority growth projects.DR CHRISTOPHER RICHARDS Non-Executive Chairman 1 May 202313Plant Health Care plc|2022 Annual Report&A
67、ccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT World-beating products,accelerating growthStrong revenue growth in Harpin is testament to the broadening scale of adoption of this remarkable product.We have the enormously exciting PREtec platform,from which we intend to launch at leas
68、t one major product every year,in a major market through a large distributor.The large-scale launch of Saori in Brazil in 2022 is but the first of a series of launches planned for the coming years.Outstanding cost positionThe best technology will not succeed without a cost position which allows cust
69、omers and channel partners to achieve a good return on their investment.During 2022,we established new toll manufacturing arrangements in the EU,which guarantee access to high quality product at low cost,as evidenced by the gross margins we are achieving on both Harpin and Saori.Sustainability in ou
70、r productsThe Companys products are recognised as contributing to the sustainability of agriculture.Not only are the products themselves environmentally friendly,but they also help farmers to reduce their reliance on traditional fertilisers and pesticides,with substantial benefits to the sustainabil
71、ity of agriculture.ESG across Plant Health CareDuring 2022,we have broadened our focus from sustainability to ESG as a whole.We are increasing our focus on delivering for all stakeholders.We have taken first steps to improve the diversity of the Board and senior teams are working to embed ESG across
72、 the Company.Risk managementCovid-19,war in Ukraine,increased inflation and supply chain challenges combine to create a much riskier world than in recent years.Plant Health Care is alert to the risks and has increased attention to their management.Given the nature of the agriculture sector and the C
73、ompanys business,inflation and supply chain issues are those on which we focus most attention.At present,we are able to recover inflation in price.We are addressing supply chain issues by seeking to diversify the sources of our principal products.World-beating team In July,I handed over the Chief Ex
74、ecutive Officer role to Jeffrey Tweedy,who had been acting as COO for the previous 12 months.I was pleased to accept the Boards request to take on the role of Non-Executive Chairman.Jeff was well prepared for his new role and is performing to a very high level.He is ably supported by Jeff Hovey(CFO)
75、and a strong Executive Committee,which is driving the performance we cover in this report.We were pleased to welcome Kate Coppinger and James Ede-Golightly to the Board in early 2023;with their appointment,we now have a Board with strong competencies in all areas.Sustainability is at the heart of ev
76、erything wedo.14Plant Health Care plc|2022 Annual Report&AccountsWe are pleased to record an excellent financial year and are on track to achieve annual revenue of$30 million by 2025.The Companys focus on developing new distribution partnerships and building on its existing ones for its growing port
77、folio of products has helped increase revenue by 40%to$11.8m(2021:$8.4m).Sales in both North and South America were strongly up,74%and 104%respectively.Our success has been driven by the growing demand for Harpin in North and South America and the successful commercialisation of Saori in Brazil foll
78、owing its launch in 2021.We expect Saori to be a significant driver of growth,and our new long-term commercial agreement with Nutrien to distribute the product in Brazil will help achieve this mission.Cash and cash equivalents as of 31 December 2022 was$5.7m.There has been a substantial improvement
79、in working capital which decreased 20%to$3.1m(2021:$3.9m),and cash used in operations decreased 16%to$2.7m(2021:$3.2m).Plant Health Care has continued to expand into new markets around the world including South America,Europe,and India.We have grown our relationships with major distribution partners
80、 to deliver our products into these new markets.It is a testament to the hard work of the Plant Health Care team that we have delivered on our key objectives for the financial year and are firmly on track to reach our long-term financial objectives by 2025.ProductsOur proprietary products derived fr
81、om natural proteins help protect crops from diseases and stress leading to increased crop yield,quality and financial return for growers globally.The rise to the top of the global agenda of climate change,food security and sustainability is driving increased demand for our products.Harpin The Compan
82、y has recorded strong commercial sales growth of Harpin the recombinant protein which acts as a powerful biostimulant to improve the quality,nutrient use,tolerance to abiotic stress and yield of crops.Harpin sales increased by 36%to$8.2m(2021:$6.0m).Furthermore,the Group signed a production agreemen
83、t with a leading Europe-based biomanufacturing company to ensure production capacity and to accommodate the expected long-term growth in demand for the product.The agreement will also improve our gross margin.In the last 12 months,we have seen Harpin and associated products expand its reach.In April
84、 2022,we appointed Ager Agro SAS as a distributor of Harpin product,ProAct,in Argentina and Uruguay with the first sales in Argentina in Q4 2022.We have also developed partnerships in new regions.Harpin was successfully registered for use as a fertilizer with biostimulant properties in France,the la
85、rgest agricultural producer in the European Union.The structure of the EU mutual recognition process will also ensure the expansion of the use of Harpin to other European markets.In January 2023,we signed an exclusive agreement with Novozymes South Asia Pvt to enable the distribution of Harpin acros
86、s India.The first commercial sales are expected to commence in the second half of 2023,following regulatory approval.This is a significant milestone for Plant Health Care and offers considerable growth potential.India is the worlds second largest producer of sugar cane,with five million hectares cur
87、rently under cultivation in the country.Chief Executive Officers StatementJEFFREY TWEEDY Chief Executive Officer 1 May 202315Plant Health Care plc|2022 Annual Report&AccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT PREtec The Companys PREtec technology platform(Vaccines for Plants)co
88、ntinues to build on the success of the launch of our first PREtec product,Saori used in Brazil for the prevention and treatment of soybean diseases.Saori was fully launched in Brazil in the second quarter of 2022 generating revenue of$0.8 million.Derived from natural proteins,PREtec is an environmen
89、tally friendly technology which stimulates crop growth and ability to withstand a variety of abiotic stresses as well as to improve disease control,plant health and yield.PREtec is compatible with mainstream agricultural practices.Our aim is to launch one new PREtec product every year.Following regu
90、latory approval of PHC279 by the US Environmental Protection Agency(EPA)in early 2023,we expect to commercially launch PHC279 in the US in the second half of 2023.In December 2022,we submitted applications to the relevant regulatory agencies in Brazil for approval to commercialise our new PREtec pro
91、ducts,PHC279 and PHC949,for use on major crops.Brazil is the worlds largest producer of sugar cane and coffee.In the latest season,Brazil had 8.3 million hectares of sugar cane under cultivation and more than 2.2 million hectares of coffee.PHC279 was submitted for the control of sugar cane orange ru
92、st(Puccinia kuehnii)and coffee leaf rust(Hemileia vastatrix).PHC279 is the active ingredient in Saori,which is already used in Brazil for the prevention and treatment of soybean diseases.PHC949 was submitted as a seed treatment for the control of root-lesion nematode(Pratylenchus brachyurus)in soybe
93、an.It is a novel product that amplifies a plants natural defense against damaging nematodes(a bionematicide),increasing plant health and yield in a variety of crops.For 2022/23,the soybean harvested area in Brazil is forecast to be 42.9 million hectares.Results from field studies show PHC949 may pro
94、vide control of harmful nematodes comparable to the traditional chemical nematicides and superior to current biological products.The Brazilian authorities do not commit to a specific timeline for granting regulatory licenses.However,the Company anticipates regulatory licenses will be granted in 1-2
95、years.Furthermore,our entrance into the nematicides sector offers significant growth potential as we look to consolidate our presence in a market predicted to reach$1.79bn by 2027.In August 2022,we announced a trial agreement with agronomy services and technology provider,Agrii UK.,to evaluate PREte
96、c technology for use in the UK.We also signed an agreement for EDAF Unipessoal LDA to become the exclusive distributor in Portugal for a proprietary PREtec-containing fertilizer,PREzym,for use in fruit,vegetables,and cereals crop production.Distribution Partnerships We distribute our products throug
97、h partnerships with influential distributors,which enables us to access large numbers of farmers.Our distribution partners provide valued technical advice on the best use of our products.We work together to drive product adoption,to mutual benefit.We now work with six of the worlds largest distribut
98、ors of agricultural products which account for over 150 million acres in soybeans,corn and sugar cane.Harpin and PREtec are gaining traction in global markets16Plant Health Care plc|2022 Annual Report&AccountsChief Executive Officers Statement ContinuedGeographic growthThe Company continues to expan
99、d and deepen its footprint in regions across the world,focusing on the largest agricultural producers.North AmericaTotal revenue in the US has grown to$4.8m(2021:$2.8m)driven by strong Harpin demand for Employ in specialty crops,corn,soybeans and citrus.Looking ahead,we see more growth opportunities
100、 working with Wilbur-Ellis,on cotton,soybeans,citrus,sugar cane and California specialty crops,and the planned launches of our PREtec products PHC 279,and in the future,PHC 949.The US has huge potential,with West Coast farmers spending$10 billion every year on disease control alone.South AmericaWe a
101、re now present in Brazil,Argentina(with our first sales in Q4 2022)and Chile with plans to launch in Uruguay.Total revenue is$2.0m(2021:$1.1m)driven by Saori use in soybeans and Harpin sales in sugar cane.In the next couple of years,we anticipate significant growth of Saori in soybeans and Harpin gr
102、owth in sugar cane,soybeans and cotton.EMEAASales in EMEAA were$1.3m in 2022 versus$1.6m in 2021.Lower revenue was caused by loss of sales in Spain and Portugal due to drought impacting crops and negative effects of currency.Prospects for 2023 are positive with the planned expansion of Harpin in the
103、 EU with the France registration and the launch of PREzym in Portugal.MexicoPlant Health Care Mexico has a broad biological product line for farmers in Mexico including third-party products.Sales in Mexico were$3.4m(2021:$3.0m).The sales increase was driven by increased specialty crop acres and new
104、market growth coming from sales into agave and avocado.In the next couple of years Mexico is expecting continued growth with sales of Harpin into sugar cane and continued growth in agave and avocado.Environmental Sustainability Food security is the top priority in 2023,and will only continue to beco
105、me a growing concern,with global events driving the worlds ever-increasing need for more access to vital crops.Sustainable agriculture lies at the heart of meeting this need,and our biological products will play a fundamental role in providing better-quality crops that can deliver higher yields.Farm
106、ers face many challenges,including the impacts of climate change,such as drought and the need to work more sustainably.Plant Health Care products provide an environmentally suitable solution to increase regular yields through our pipeline of products for farmers and food/crop suppliers across variou
107、s markets.OutlookLooking ahead,our actions in 2022 have prepared the business to see continued growth into 2023 as we focus on building key global distributor relationships for both Harpin and new and existing PREtec products.Plant Health Care remains firmly on track to achieve revenue of$30 million
108、 by 2025 through the launch of new peptides,growth through current and future distributor relationships and delivering cash breakeven within our existing cash reserves.Our business model is now more relevant than ever as the issue of food security continues to grow,and the farming world looks for te
109、chnological solutions to achieve a sustainable future with better crops delivering higher yields and reducing environmental effects to help meet global sustainability targets.17Plant Health Care plc|2022 Annual Report&Accounts17Plant Health Care plc|2022 Annual Report&Accounts18Plant Health Care plc
110、|2022 Annual Report&AccountsA summary of the financial results for the year ended 31 December 2022 with comparatives for the previous financial year is set out below:2022$0002021$000Revenue11,7678,432Gross profit7,1715,003Gross profit margin61%59%Operating loss(9,238)(6,381)Finance expense-net(84)(3
111、4)Net loss arising from financial assets(125)Net loss for the year before tax(9,447)(6,415)Adjusted LBITDA*(3,686)(4,618)Cash equivalents and investments5,6569,162RevenuesRevenues in 2022 increased by 40%to$11.8 million(2021:$8.4 million).On a constant currency basis revenue increased 41%driven by s
112、trong growth in the specialty crops and corn market in the USA,sugar cane market with sugar cane out growers Brazil.The gross margin increased to 61%(2021:59%)due to increased Harpin sales into the Americas and the full-scale launch of Saori in Brazil.Harpin sales increased 36%to$8.2 million(2021:$6
113、.0 million).Third-party revenue increased 17%to$2.8 million(2021:$2.4 million)due to the rebound in the specialty crop market following the effects of the Covid pandemic.The Group has three separate reporting segments as set out below.In 2022,the Groups revenue,gross margin and LBITDA were weighted
114、more evenly throughout the year with 47%in the first half and 53%in the second half of the financial year.This was an important objective for the Group as this helped with cash flow fluctuations during the year.AmericasThis segment includes activities in both North and South America but excludes Mex
115、ico.Revenue in the Americas segment increased 82%(80%in constant currency)to$7.1 million(2021:$3.9 million).The increase in revenue was due to further expansion into the specialty crop and corn markets through our partner Wilbur-Ellis and another large USA distributor.Revenue in the Americas is pred
116、ominantly from Harpin and Saori sales.EMEAARevenue in the Rest of World segment decreased 16%(5%in constant currency)to$1.3 million(2021:$1.6 million).The decrease was primarily due to drought conditions experienced in Spain in the first half of 2022 and currency fluctuations of the Euro versus the
117、Dollar.Sales into the greenhouse market saw an increase of 72%,driven by multiple factors including;demand generation through technical assistance/showcasing in the field,local trial investments and integrated marketing.Revenue in the Rest of World segment is predominantly from Harpin sales.MexicoRe
118、venue from the Mexico segment increased 13%(12%in constant currency)to$3.4 million(2021:$3.0 million).This was primarily due to the rebound in the specialty crop market following the effects of the Covid pandemic.Revenue in Mexico includes sales of Harpin and third-party products.The gross margin in
119、 Mexico for Harpin and third-party products are 69%+and 43%+,respectively.Gross marginGross margin increased to 61%(2021:59%).The increase was primarily due to increased sales of Harpin in North America and Saori in Brazil.Financial SummaryJEFFREY HOVEY Chief Financial Officer 1 May 202319Plant Heal
120、th Care plc|2022 Annual Report&AccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Operating expensesThe Groups operating expenses increased 13%or$1.3 million to$10.9 million(2021:$9.6 million).The main contributors were increased sales and marketing spend to$4.6 million(2021:$3.7 milli
121、on)to drive additional commercial sales primarily in the Americas and increased administration costs to$3.4 million(2021:$3.0 million).2022 cash operating expenses were held at the same amount as H2 2021 on a pro-rata basis,which reflected increased spend following the March 2021 fundraise.Non-cash
122、unallocated corporate expenses increased$2.0 million to$3.8 million(2021:$1.8 million).The increase was attributable to the forex loss in the value of Sterling loans from our UK subsidiary due to the appreciation of the Pound(2021:forex loss).Adjusted LBITDA,a non-GAAP measure,decreased by$0.9 milli
123、on to$3.7 million(2021:$4.6 million)primarily due to improved gross profit of$2.2 million offset by increased spend in sales and marketing of$0.9 million and administration of$0.4 million.*Adjusted LBITDA:loss before interest,tax,depreciation,amortisation,share-based payments and losses from foreign
124、 exchange.2022$0002021$000Operating loss(9,238)(6,381)Depreciation/amortisation668567Share-based payment expense1,130572Foreign exchange losses3,754624Adjusted LBITDA(3,686)(4,618)Balance SheetAt 31 December 2022 and 2021,investments and cash and cash equivalents were$5.7 million and$9.2 million res
125、pectively.Cash remains a primary focus for the Group.Inventory($3.4 million)increased$1.2 million due to Harpin purchases in the second half of 2022 to ensure adequate supply to meet the projected strong demand in the first half of 2023.Trade receivables($1.4 million)decreased$1.6 million due to hig
126、her-than-expected collections in the fourth quarter in the Americas versus the prior year.Trade payables($1.6 million)were comparable to the prior year($1.2 million).Translation of the results of foreign subsidiaries for inclusion within the consolidated Group results resulted in an exchange gain of
127、$3.7 million(2021:$0.5 million)recorded within other comprehensive income and foreign exchange reserves.Cash flow and liquidityThe Company successfully raised 6.6 million($9.1 million)through the issuance of new ordinary shares in March 2021.Net cash used in operations was$2.7 million(2021:$3.2 mill
128、ion).The decrease is due to reduced losses offset by an increase in working capital cash flow primarily by reduced receivables through increased collections offset by increased inventory outflows to supply first half revenue growth projections.Net cash provided by investing activities was$8.0 millio
129、n (2021:$5.4 million net cash used).The Group holds surplus cash in several bond and money market funds.The movement in these funds was used to further invest in the PREtec business and fund the Commercial business.Net cash used by financing activities was$0.6 million(2021:$8.6 million).The decrease
130、 was primarily due to finance expense and lease payments for rent in all regions.Going ConcernIn assessing whether the going concern basis is appropriate for preparing the 2022 annual report,the Directors have utilised the Groups detailed forecasts,which take into account its current and expected bu
131、siness activities,its cash and cash equivalents and its investments balance of$5.7 million.The principal risks and uncertainties the Group faces and other factors impacting the Groups future performance were considered.The Directors confirm that they have a reasonable expectation that the Group will
132、 have adequate resources to continue in operational existence for the next 12 months from approval of these financial statements and accordingly these financial statements are prepared on a going concern basis,with no material uncertainty over going concern.Analysis of the going concern position is
133、detailed in the Directors report and Note 2 to the financial statements.Continued reduction in cash burn,through margin growth and working capital control.20Plant Health Care plc|2022 Annual Report&AccountsKPIsThe Group uses a range of performance measures to monitor and manage the business effectiv
134、ely.These are both financial and non-financial.The most significant relate to Group financial performance and to the Groups progress in driving the two pillars of its strategy.The KPIs for financial performance of the Commercial area and for the Group include revenue,gross profit and margin,operatin
135、g loss and LBITDA.These KPIs indicate the volume of work the Group has undertaken,as well as the valuation with which this work has been delivered.The KPIs for financial performance for the year ended 31 December 2022,with comparatives for the years ended 31 December 2021 and 2010,are set out on the
136、 right.FinancialRevenue($m)Gross Profit($m)$11.8 million$7.2 million$8.4m$6.6m202220212020$11.8m$5.0m$3.7m202220212020$7.2mWhy we measure itWhen viewed with the gross profit and operating expenses,revenue gives an indication if the Group is close to achieving a breakeven position.Why we measure itTo
137、 analyse the profitability and financial performance of each segment and the Group as a whole.Why it is importantRevenue growth shows how the business is performing year over year.Why it is importantA strong gross profit indicates the efficiency of the Group in producing its goods.What it meansReven
138、ue increased,driven by strong sales of Harpin.This gives the Group confidence that adoption of our products is accelerating sales with our global partners.What it meansThe Groups gross profit increased from 2021 levels due to increased sales of Harpin,which has a margin of 69%globally.Links to strat
139、egy1,2,3,4,5,6Links to strategy1,2,3,4,5,6Non-FinancialProprietary ProductsThe KPIs for non-financial performance relate to the Groups technologies and include the number and nature of relationships realised with partners,and progress along the paths to commercial launch of products.The Board contin
140、ues to monitor the progress of its research and development activities and expenditures.As each research project advances,specific progress is reported to the Board and costs against budget are monitored.We anticipate refining the KPIs for R&D as each project develops.In addition,an important KPI is
141、 the movement in revenue and gross margin achieved from the sale of our proprietary products.21Plant Health Care plc|2022 Annual Report&AccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Gross Profit (%)Operating Loss($m)Adjusted LBITDA($m)61%$(9.2)million$(3.7)million59.3%55.7%2022202
142、1202060.9%$(6.4)m$(3.6)m202220212020$(9.2)m202220212020$(4.6)m$(3.3)m$(3.7)mWhy we measure itTo show the efficiency with which the Group can sell its products.Why we measure itAchieving a positive Operating Profit is an important mid-term goal for the Company.Why we measure itTo eliminate intercompa
143、ny forex gains and losses,share-based payments,depreciation,amortisation,interest and tax from operating loss to help understand the operational business exclusive of non-cash items.Why it is importantA high gross profit margin leads to a strong bottom line.Why it is importantGenerating a positive O
144、perating Profit guarantees the long term sustainability of the Company.Why it is importantReducing LBITDA is a core short-term and long-term goal of the Group.Improving LBITDA reduces the risk of the Group running out of cash before the Group has realised its strategic goals.What it meansThe Groups
145、gross profit margin improved from the prior year due to increased sales of higher margin Harpin.What it meansOperating loss is a statutory profit measure and reflects non-cash forex losses of$3.8 million attributable to Sterling loans from the parent company due to the appreciation of the Pound agai
146、nst the USD.What it meansThe Groups LBITDA decreased from 2021 as the business increased its investment in developing the Commercial business which lead to increased revenue and improved margin.Links to strategy1,2,3,4,5,6Links to strategy1,4,5,6Links to strategy1,2,3,4Revenue ($m)Gross Margin ($m)G
147、ross Margin Percentage(%)$8.9 million$6.2 million70%$6.1m$3.9m202220212020$8.9m$4.2m$2.7m202220212020$6.2m70%69%20222021202070%22Plant Health Care plc|2022 Annual Report&AccountsSection 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and othe
148、r matters in their decision making.The Directors continue to have regard to the interests of the Groups employees and other stakeholders,including the impact of its activities on the community,the environment and the Groups reputation,when making decisions.Acting in good faith and fairly between mem
149、bers,the Directors consider what is most likely to promote the success of the Group for its members in the long term.The Directors are fully aware of their responsibilities to promote the success of the Group for the benefit of its shareholders as a whole in accordance with section 172 of the Compan
150、ies Act.StakeholdersThe Board regularly reviews our principal stakeholders and how we engage with them.The Group views its investors,customers,employees and suppliers as its principal stakeholders.All concerns or thoughts of our stakeholders are brought into the boardroom throughout the annual cycle
151、 through information provided by management and by direct engagement with stakeholders themselves.The relevance of each stakeholder group may increase or decrease depending on the matter or issue in question,so the Board seeks to consider the needs and priorities of each stakeholder group during its
152、 discussions and as part of its decision making.The following table shows how the Group engages with its stakeholders and the outcomes.Relations with ShareholdersThe Board encourages the engagement of our shareholders and with the capital markets more generally.Our Chairman takes overall responsibil
153、ity for ensuring that the views of our shareholders are communicated to the Board and that our Directors are made aware of shareholders key issues and concerns so these can be fully considered.The Board achieves this through:dialogue with shareholders,prospective investors and analysts,which are led
154、 by the Chief Executive Officer,Chief Operating Officer and Chief Financial Officer;reports received from analysts to ensure that the Board maintains an understanding of the priorities and concerns of our investors;and regular investor roadshows and meetings with major shareholders.Investors,prospec
155、tive investors and analysts can contact our Chief Executive Officer or Chief Financial Officer at any time or access information on our corporate website.The Board believes that appropriate steps have been taken during the year so that all members of the Board,and in particular the Non-executive Dir
156、ectors,have an understanding of the views of major shareholders.StakeholderType of EngagementInvestors Investor website.Proactive investor relations.Periodic investor calls or meetings.Webinars to update investors on the progress of the Group.Stock Exchange announcements and press releases.Customers
157、 The Board focuses on the needs of all customers with emphasis on assisting the customer with sales of our products.Direct engagement with customers by several Board members.Review of strategy and performance monitoring throughout the year.Employees Participation in employee activities and global st
158、aff meetings is encouraged.Monthly meetings to encourage the sharing of ideas and views.All-employee bonus and option schemes.A Sustainability Leadership Team was established and has worked company-wide to build sustainability practices and culture.Suppliers Supply chain risk management.Regular enga
159、gement with our suppliers through production planning,forecasting and shipment logistics.Continuous process improvements by working closely with our toll manufacturers.Section 172 Statement23Plant Health Care plc|2022 Annual Report&AccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Why
160、 we engageOutcomes To allow our shareholders to understand Plant Health Cares strategy and long-term goals.To help understand the Groups vision,responsibilities and compensation structures.To confirm our commitment to our employees and our global environment.Investors opinions are taken into account
161、 when determining strategy,operational performance and remuneration policies.Established new toll-manufacturer relationship in Europe.Entered into a new agreement with an Indian distributor.To provide the best quality products to our customers,to meet their individual needs.To ensure we comply with
162、all local and global regulatory requirements.Technical support provided to multiple customers through field trial support or educating the customer on proper application of our products.Customers viewpoints are taken into account as part of the decision-making process.Assist customers with regulator
163、y and registration issues by country,in particular with sugar cane in Brazil and corn in the USA.To ensure our employees feel that their contributions help with the long-term goals of the Group.To inspire our employees.To enrich our employees through development and training.Improvements were made t
164、o the remuneration policy mainly through the issuance of new bonus option schemes.Board encouraged senior management to proactively manage career development for all employees.The senior management team has semi-annual meetings with its staff to assess employees interest in expanding their current d
165、uties and responsibilities.Expanded HS&E policies to include enhanced safety training for the Seattle laboratory,sensitivity training globally and warehouse training.Our employees have been minimally affected by Covid-19 due to the ability to work remotely and the safeguards established.To comply wi
166、th regulatory requirements.To expand our long-term partnerships and agreements.To minimise the risk of the ability to supply our product to our customers.Continued improvement of long-term agreements with manufacturers to ensure that product will still be available to the Group.Decreased unit costs
167、and simplified the packaging process by reducing the number of packagers.Negotiated long-term materials agreements with favourable terms.The Group minimised supply chain disruptions due to Covid-19,by ordering product ahead of typical needs and prior to the pandemic being widespread.24Plant Health C
168、are plc|2022 Annual Report&AccountsMajor global challenges are driving a significant and urgent transformation in how we grow and distribute food.Farming is faced with increased demand as the population grows to 10 billion,in parallel with a simultaneous decrease in arable land on which to grow crop
169、s,and the need to safeguard the environment for future generations.At Plant Health Care,our mission is at the heart of this challenge:supporting agricultural production for growers providing food,fiber and energy for the worlds population.We know that reliable access to affordable,nutritious food is
170、 becoming more of a priority for businesses and governments worldwide and this challenge is made more difficult with challenges from climate change,nature-related risks and geopolitical instability.Based on the World Economic Forums 2021-22 Global Risks,many of the top 10 risks identified could have
171、 an impact on food security,including extreme weather,biodiversity loss,infectious diseases and geoeconomic confrontation.Our role is to support growers as they confront food security issues in order to feed the worlds growing population.Sustainable,long-term approaches that support positive environ
172、mental and social outcomes are vital.Plant Health Care believes in sustainability,both for the products we sell and how we operate.With a unique combination of low-cost,proven products and very strong market access,Plant Health Care is well positioned to succeed in a market increasingly driven by lo
173、ng-term sustainability.As an alternative to the application of toxic chemicals to plants,our products act via activation of plants natural defenses against diseases and multiple types of environmental stress for major row crops and specialty crops,leading to higher yields,enhanced shelf-life,and red
174、uced waste.Over the past year,the PHC Sustainability Leadership Team(SLT)has worked company-wide to build sustainability practices and culture.Focusing initially on the three ESG pillars(Environmental,Social Responsibility,Governance)of Sustainability,the SLT conducted a survey of sustainable practi
175、ces in place in one or more of our regional offices to identify best-practices that could be adopted across all global sites.In parallel,the SLT solicited potential new initiatives that promote sustainability from our global colleagues.By making sustainability a company-wide mission,we have embedded
176、 sustainability into our culture and brought all our colleagues along with us on this ongoing sustainability journey.Over the following pages,we share our achievements for this year,and our commitment to promote the three ESG pillars.ESG Our Approach25Plant Health Care plc|2022 Annual Report&Account
177、sFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT EnvironmentalWe improve the environmental impact of agricultural through promoting the use of our products by farmers and running our operations using the most sustainable means available.Assessment of our environmental impact is split betwee
178、n our products and operations,two areas where we know we can have a big impact.Environmentally friendly productsOur Harpin and PREtec-based products are based upon naturally occurring proteins which plants and animals have evolved over eons to tolerate.Most of the ingredients in our products are edi
179、ble,such as protein and corn starch,and our active ingredients are produced via natural fermentation rather than by chemical synthesis.Upon application to crops,the products will quickly elicit the desired effect in the plant and then break down into plant food in the soil,leaving no residues and ha
180、ving no off-target harmful effects to the environment.The US Environmental Protection Agency has classified Harpin and PREtec peptides as having low toxicity and leaving zero residues on plants or in the environment.Treated plants show great resistance to fungal diseases,harmful soil nematodes and v
181、arious types of abiotic stress such as drought,with some PREtec seed treatment products increasing crop yield up to 15%versus the standard seed treatment product.The future of our productsWe are currently focusing our R&D efforts on the biopesticides PHC279 and PHC949,which act via activation of the
182、 plants innate immune system,activating genes involved in resistance to biotic and abiotic stress leading to increases in yield and crop quality in many crops such as fruits and vegetables.History has shown that disease-causing organisms ultimately evolve to resist chemical fungicides,rendering them
183、 ineffective.Given the unique mode of action of PHC279 and PHC949,it is not expected that resistance development will occur.Our PHC 949 product is showing performance for nematode control comparable to conventional chemical nematicides and superior to current biological solutions in field trials.The
184、re is a need for new biological nematicides that can replace less-safe chemical products and less effective microbial products.Currently available nematicides are facing increasing regulatory scrutiny around environmental and user safety which in some cases has led to products being withdrawn from t
185、he market.PHC949 is well-positioned to become a key tool for farmers struggling to control harmful nematodes.PHC279 provides enhanced disease control across a wide range of disease-causing pathogens.Over time,pathogens develop resistance to existing chemical fungicides,requiring farmers to use highe
186、r application rates and to combine multiple fungicides to maintain adequate disease control.Ultimately,some fungicides are rendered useless as the targeted pathogens evolve complete resistance.Resistance development is not expected to occur for PHC279.And,similar to the case for chemical nematicides
187、,regulators are reviewing the safety and environmental profile of fungicides and removing them from the market,leaving farmers with no good choices to control diseases in their crops.With its broad-spectrum disease control and environmental safety PHC279 will be a valuable tool for farmers.Beyond PH
188、C279 and PHC949,we have an extensive library of PREtec candidates available for future development,many of which have been validated in greenhouse testing and field trials spanning multiple years.ESG Product26Plant Health Care plc|2022 Annual Report&AccountsOur environmentally sensitive operationsEn
189、suring that our operations are sustainable is important to Plant Health Care.In the last year we have taken strides to identify and implement specific environmental initiatives and to imbed a culture of environmental sustainability across all our operations.In our Research and Development facility i
190、n Seattle,Washington,these initiatives take many forms,including mandatory recycling and composting of food waste,composting waste from manufacturing,and washing and reusing laboratory supplies.Producing our products by fermentation generates large volumes of wastewater but rather than discharge thi
191、s byproduct into the municipal wastewater system,we choose to evaporate the excess water which is then discharged as harmless steam.Our products are packaged in cartons and dividers that are made from recycled paper,as well as being recyclable.We continue efforts to find a vendor that can provide mo
192、isture-impermeable packaging made of recyclable materials which will protect our products during shipping and storage.In our offices we recycle cans,bottles,paper and cardboard.During 2022,we moved our corporate headquarters to a pedestrian-friendly location in Holly Springs,North Carolina,thereby r
193、educing automobile usage by employees and its associated carbon emissions.Our new headquarters employs a variety of energy savings enhancements,including motion sensor lighting,high-efficiency windows and heat pumps,and reflective TPO roofing to save electricity that would otherwise be used for cool
194、ing.Recycling of office paper in our Holly Springs office resulted in savings equivalent to thirty-nine trees.RegulatoryAgriculture as a sector is exposed to the impacts of climate change,from global temperature increase to more frequent adverse weather events.As suppliers to this sector,Plant Healt
195、h Care is aware of the impacts of climate-related risks and opportunities on our business.The UK has made it mandatory for premium listed companies to disclose their exposure to climate-related risks under the Task Force on Climate-Related Financial Disclosures(“TCFD”)regulation.Other countries are
196、considering similar measures.As such,the evolving requirements around disclosure of potential climate-related risks on our business will be an area that we monitor closely over the coming years.We will continue to explore strategies to reduce the carbon footprint from our operations,including giving
197、 preference to those manufacturing partners that employ forward-thinking waste-minimization initiatives.Social responsibilityOur goal is to create a culture that is empowering,diverse and socially oriented,supporting the communities we engage with locally.Our social pillar encompasses how we support
198、 our employees and how we support the communities in which we live and work.ESG Operations 27Plant Health Care plc|2022 Annual Report&AccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Our peoplePlant Health Care conducted a survey asking employees about their experience at the Company
199、 and perceptions of a range of workplace issues.These included company management and leadership,communication of strategic goals,opportunities for career growth and employee engagement.The management team was pleased by the survey responses and learned of two areas where there was more that could b
200、e done to support our employees:Employee Training and Communications.Employee TrainingThe survey identified the opportunity to focus on employee training to support career development.Because we are a relatively small company there are not always traditional routes to career growth and advancement w
201、ithin the company.Recognizing that employee engagement and long-term retention is enhanced by the availability of new challenges and ongoing learning opportunities,company management has implemented regular meetings with each employee to create and implement a professional growth and training plan b
202、ased on each employees needs and preferences.In the long run,we are confident this initiative will lead to greater employee satisfaction and a better trained workforce.CommunicationsThe survey revealed that company priorities were not always communicated clearly throughout the company.When prioritie
203、s changed,the rationale for such changes was not always communicated throughout the organization.While we had previously established quarterly company-wide townhall meetings to share financial and operational performance updates as well as strategy updates,the survey results indicated we could do a
204、better job cascading information throughout the organization.As a result,after each future townhall meeting,members of the management team will meet with their employees to answer any questions around company priorities or other matters that may have been discussed during the meeting.Because our emp
205、loyees are located throughout the US,Brazil,Mexico,Spain and the UK and come from multiple backgrounds it is critical that we engage our employees through multiple channels to ensure we develop a common understanding of the companys vision and are aligned around common goals.We continue to look for
206、opportunities to build community within our global workforce as a means of leveraging our collective experience and expertise.Providing a competitive benefits package is important for the well-being of our people as well as ensuring that the company is well situated to attract the best talent.During
207、 the past year,our existing health insurance provider reduced health care coverage.As a result,the company switched to another benefits provider that offers more comprehensive health insurance benefits at a lower cost to the company and its employees.Work/life balanceOperationally,we are proud to su
208、pport our people and contribute to the local communities in which we work and live.An example of our resilient and adaptable culture is the way Plant Health Care embraced the new hybrid office/home work model that employees have consistently indicated they prefer over the traditional full-time in-of
209、fice model.While this accommodation was initially adopted as a response to Covid-19,having now seen how it enables employees to optimize their workdays to take care of their families and other personal obligations,we plan to maintain this hybrid work model.This change also reduces miles driven commu
210、ting to the office,thereby reducing greenhouse gas emissions.Our cultureAt PHC we know it is vital that our people understand what makes our products unique and how our products fit within modern agricultural practices.We provide our employees with extensive training,which consists of an overview of
211、 the Company and discussion of how the products are used by farmers and the results obtained.We provide our team with opportunities to better understand the use of our products and how the products help growers address the challenges they face daily.As a technology-driven company,it is important tha
212、t our people understand our products and can accurately speak about how they contribute to sustainable agriculture and the specific benefits provided to our customers.Our communitiesIn 2022,PHC initiated an annual Global Day of Service to provide its employees a meaningful opportunity to give back t
213、o the communities in which we live and work by volunteering their time in support of local charitable organizations.In North Carolina,the Holly Springs team spent a morning at the Food Bank of Central and Eastern North Carolina to help address food insecurity in our community by packing single-servi
214、ng juice packs.In Spain,the Plant Health Care team lent their help in the daily tasks to the residents in a charitable home supported by the work of the Franciscan White Fathers of La Casa de Nazareth in Almeria.ESG People28Plant Health Care plc|2022 Annual Report&AccountsESG GovernanceGovernancePla
215、nt Health Care maintains a rigorous approach to Governance and is committed to a transparent,fair and ethical environment for all of those working with or investing in us.Our Board is designed to deliver top quality Governance.During 2022 it had three non-executive directors and two executive direct
216、ors.The Board is committed to the continuous diversification and development of its membership and will seek to identify candidates with particular competencies in Corporate Governance,Investor Relations and Remuneration.We have strong risk and crisis management systems in place,which have stood up
217、well during the COVID pandemic and the impact of Brexit.They continue to be actively reviewed and developed as we move forward.Across our supply chain we have established strong partnerships,selecting organisations reflecting our values and reputational standards.As we continue to expand our work ac
218、ross the globe,this is of paramount importance.Our reporting internally and externally to shareholders is regular and clear,providing the opportunity to engage and vote on key issues,where necessary.Our accounting and reporting standards are independently verified.At the direction of the Board,a glo
219、bal Sustainability Leadership Team was established during 2022.Led by a senior member of the management team,the SLT is charged with identifying,prioritizing,and implementing new initiatives to promote sustainability across the three ESG pillars in all the regions in which the company operates.The S
220、LT presents new initiatives for review and approval by the companys Executive Committee and,as appropriate,to the board.We have a full Code of Conduct,developed and flexed for multiple markets,and share an Employee Handbook with our new hires.The Anti-bribery&Corruption policy were thoroughly review
221、ed and updated during the year and a social media policy has been implemented.BoardOversees our overall business strategy and management,including sustainability initiatives.Executive DirectorsCommunicates decision making,business strategy and sustainability imperatives to the Board as determined by
222、 the management committee.Management CommitteeThe formulation and execution of the business strategy has been assigned to the management committee who meet monthly to review the performance against the Groups strategic initiatives,which includes our approach and implementation of sustainable activit
223、ies.Sustainability Leadership TeamThis group will determine and implement appropriate ESG projects throughout the year.This will involve a global coordinated effort to work with all employees to determine the best ESG practices based on their respective regions.29Plant Health Care plc|2022 Annual Re
224、port&AccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT Health and safetyAccidents are thankfully rare at PHC,and this is primarily due to our dedication to health and safety.We provide online safety training modules to our office personnel and in-person safety training to those in the
225、 field.We report to our Board quarterly on our accident rate.In 2022,we had no reportable accidents and are committed to maintaining this trend.Next stepsPHC is rapidly advancing its ESG strategy and creating a culture incorporating sustainability in everything we do.As a company developing inherent
226、ly sustainable products which address long-term global challenges around food security,environmental protection,and grower wellbeing,we can be proud of our underlying commitment to environmental,social and governance issues.In particular,the progress shared in this report at implementing the ESG pil
227、lar approach to sustainability demonstrates our commitment to this valuable undertaking.We welcome feedback from our stakeholders as we continue our journey towards a more sustainable future.While we do not expect every ESG initiative to be successful,we are keen to test multiple ideas to see which
228、work best at PHC.We look forward to accelerating our sustainability journey and to reporting on our activities in the next annual cycle.Below are some of the ideas we will be pursuing during 2023.Environmental Reduce business travel where possible Maximize use of internal recycling programs Increase
229、 our use of sustainably sourced materials Carbon-offset/carbon-credit programs Integrate our products into partners sustainable agriculture demonstration programsSocial Review our charitable donations approach with an aim of increasing giving to charities in line with our values Continue the Employe
230、e Day of Service,supporting our colleagues to participate in volunteer opportunities with a specific focus on food-oriented opportunities such as food bank drives Focused planning for career growth and expanded job-skills training to prepare employees to assume new roles within the company and learn
231、 new skills Optimize employee benefits programs to serve the needs of employees Explore Diversity&inclusion initiatives to ensure our people feel welcomed and empowered in the workplaceGovernance Establish a whistleblower channel or program Appoint two new Non-Executive Directors to the board to imp
232、rove its diversity as opportunities allow Anticipate new sustainability-related reporting requirements and ensure that Plant Health Care continues to comply with existing reporting requirements ESG Health&Safety30Plant Health Care plc|2022 Annual Report&AccountsThe Board is responsible for the syste
233、ms which ensure ongoing risk management based on validation of internal controls and continuous review of their effectiveness.The internal controls are designed to proactively identify and manage risk rather than eliminate risk.Systems are in place and maintained to provide reasonable but not absolu
234、te assurance against material misstatement or loss.Through the activities of the Audit Committee,the effectiveness of these internal controls is reviewed annually.The Executive Committee is responsible to review and approve the Companys risk register.Formal reviews occur at least twice annually to d
235、iscuss and document risks and to prioritise mitigating actions.Validation of the risk register is based on potential causes and impact,current controls and required future actions to minimise the probability and impact of risks.Proactive evaluation and communication of new risks and required control
236、s serve as the basis of updated recommendations to the Board on an annual cycle or as required.Our business is subject to a number of potential risks and uncertainties,including those listed below.The occurrence of any of these risks may materially and adversely affect our business,financial conditi
237、on,results of operations and future prospects.We manage and mitigate these risks by executing the strategy described above.Principal risks heat mapHighLikelinessLowLowRiskHighBoard of DirectorsIdentify riskAssess riskMitigate riskUpdate risk registerReview and evaluate riskExecutive CommitteeAudit C
238、ommitteeRemuneration CommitteeDivisional and functional teamsFinancial instrumentsThe Group uses various financial instruments,including cash,short-term investments of investment grade notes and bonds,and items such as trade receivables and trade payables that arise directly from its operations.Info
239、rmation on the risks associated with the Groups involvement in financial instruments is given in Note 20 to the financial statements.On behalf of the BoardDR CHRISTOPHER RICHARDSChairman1 May 2023Principal Risk and UncertaintiesEffective management of principal risks and uncertainties12345631Plant H
240、ealth Care plc|2022 Annual Report&AccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT RiskType of EngagementMitigation1Capital markets,financial and liquidity risk We have a history of losses since inception,and anticipate continuing to incur losses in the future,and may not achieve or
241、maintain profitability.The Group believes that the strategic plans that have been established will lead to profitability in the coming years.We do not expect to require additional financing in the near future.However,a shortfall in achieving our sales or working capital targets could exhaust our cas
242、h reserves.This may compel the Group to seek additional financing.The Group may be unable to obtain such financing on favourable terms or at all,which could force us to delay,reduce or eliminate our research,development or commercial activities.Our reputation and share price depend on delivering aga
243、inst our stated objectives.If we are unable to meet market expectations,our share price may decrease,and we may lose shareholders.These risks are mitigated by being prudent in the management of the Groups cash,controlling costs and proactive and transparent communication to investors to ensure conti
244、nued support.2Disruption to the global supply chain The ongoing conflict in Ukraine could adversely affect the Groups supply chain.The market recovery after Covid-19 could continue to disrupt logistics and the shipping of our product from our toll manufacturers.Due to current global supply chain iss
245、ues,we could experience higher raw materials and freight costs.This risk is mitigated because the group currently does not have any suppliers in Ukraine or Russia.The Group has increased its forecasting of lead times from its toll manufacturers to compensate for any potential shipping delays.We orde
246、r higher quantities of raw materials to achieve favourable bulk pricing and ship large quantities of our product to reduce shipments.3Commercialisation risk We are subject to risks relating to product concentration because we derive substantially all of our revenues from our proprietary Harpin and S
247、aori product lines and from the sale of third-party products.We have a limited number of sales and marketing personnel and will need to expand our sales and marketing capabilities to grow revenues from our commercial products.The unpredictable regulatory system and its requirements globally could hi
248、nder our future commercialization efforts.Our PREtec product launches depend on evaluation and distribution partners converting their declared interest into formal commercial transactions.This risk is mitigated through strong relationships with channel partners and codevelop and market PHC technolog
249、y.The Group is planning to hire additional personnel in 2023 to ensure that the commercial business achieves its short and long-term growth targets.We are actively engaged with several potential partners to ensure that they understand the value of our PREtec technology.4Technology risk Our PREtec pe
250、ptide development depends on demonstration of product efficacy in the field against targeted value propositions.Trials can be influenced by weather and other factors,which can result in the need to repeat trials;which can lead to delays of a year in product launches.We have developed new methods for
251、 the commercial manufacture of PREtec peptides.However we may not be able to conclude agreements with outsourcing manufacturing partners or we may experience delays in scaling up to full commercial production.While a number of patents have been filed to date,we may be unable to secure adequate prote
252、ction for the intellectual property covering our new technology and commercialise our technology without infringing the intellectual property rights of third parties.These risks are mitigated by reviewing and refining the strategy to commerialize our new technology to include both technology licensi
253、ng and direct sales to distributors.The Group seeks to establish and protect its intellectual property rights by patents and other protection mechanisms.5Regulatory and legal risk If we are unable to secure regulatory approvals,or comply with ongoing and changing regulatory requirements,we could fac
254、e delays and lost sales of our commercial products or impede the development of potential products.Development and subsequent regulatory approval of Harpin and PREtec peptide technology is based on changing and continuously evolving regulatory statues which make review timelines and submission requi
255、rements difficult to predict.If we are unable to comply with regulations applicable to our facilities and procedures and those of our third-party manufacturers,our research and development or manufacturing activities could be delayed,limited or prevented.These risks are mitigated through regular int
256、ernal reviews to ensure compliance with all applicable regulatory requirements.The company has engaged in various industry working groups to engage government agencies to develop aligned and science-based submission criteria.The Group monitors prospective changes in laws and regulations which may im
257、pact business.6Personnel and resources Our future growth and ability to compete depend on engagement and retention of our key personnel and recruiting additional qualified personnel.The success of the Group depends on obtaining and maintaining the appropriate level of skilled resources to work in a
258、culture based on engagement,alignment,teamwork,and achievement to maintain current markets and drive Group growth and revenue in new markets.The Group recognizes the prevalent heightened risk of employees working from home and while traveling to be susceptible to phishing attempts or other cyber sec
259、urity risks.These risks are mitigated by keeping employees engaged in the strategy of the Group and the establishing of long term incentives.Annual reviews of the remuneration structure are carried out to retain and reward outstanding performance.The executive officers are subject to long-term contr
260、acts.Key staff have contractual arrangements designed to develop and incentivise them.32Plant Health Care plc|2022 Annual Report&AccountsCorporate Governance33Plant Health Care plc|2022 Annual Report&AccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTDr Christopher G J RichardsJeffrey H
261、oveyJeffrey TweedyNon-Executive ChairChief Financial OfficerChief Executive OfficerSkills and experienceDr Christopher Richards joined the Company as Non-executive Chairman in August 2012.He became Executive Chairman in April 2015 then Interim Chief Executive Officer in November 2018.Christopher spe
262、nt 20 years at Syngenta and its predecessor companies in various strategic management positions in South America,Europe,and Asia.He then served as CEO of Arysta LifeScience from 2004 until 2010,leading Arysta LifeSciences transformation into a global agrochemical company with sales above$1.6 billion
263、.He was then Chairman of Arysta LifeScience until 2015.He serves on the Board of directors of Origin Enterprises plc,a service provider to farmers for food production solutions,and is Chairman of Nanoco Group plc,a nano-materials technology company conducting research,development and commercialisati
264、on of products based on heavy metal-free quantum dots.Skills and experienceJeffrey Hovey joined the Company as Chief Financial Officer in September 2013.He became an Executive Director in November 2019.He has over 25 years financial management experience and is a CPA with IFRS and US GAAP experience
265、.Jeffrey Hovey has held numerous senior financial and accounting roles in private and publicly listed retail,life sciences and technology companies.While with a regional office supply company,he led the accounting and financial due diligence effort which ultimately led to the sale of the company to
266、an international office supply company.Skills and experienceJeff has been with Plant Health Care since October 2017.In 2019,Jeff was promoted to Chief Operating Officer and Executive Board member after leading the growth of the Commercial business in North and South America.Under Jeffs leadership,th
267、e go-to-market strategy was transformed to align Plant Health Cares technology with several of the largest distributors globally to broaden market access for Harpin.Jeff led the commercialisation and launch of Saori as a seed treatment for soybeans in Brazil.Saori is the first product from the Group
268、s PREtec platform to be brought to market,and Brazil is the largest producer of soybeans in the world.Saori was approved for sale in January 2021 for the control of Asian soybean rust,after only 12 months of government regulatory evaluation.Jeff brings 30+years of technical,product development,sales
269、 management,and executive leadership to the Plant Health Care team.Jeff holds a Bachelors of Science and Master of Science from Southern Illinois University at Carbondale.Board of DirectorsStrong and experienced leadership34Plant Health Care plc|2022 Annual Report&AccountsBoard of Directors Continue
270、dGuy van ZwanenbergWilliam M LewisNon-executive DirectorNon-executive DirectorSkills and experienceGuy van Zwanenberg joined the Board in November 2019 as a Non-executive Director.He is the Chair of the Audit Committee,a member of the Remuneration Committee and the Senior Independent Director.Guy ha
271、s more than 40 years experience in industry and practice.Guy spent 15 years with Gamingking plc as its Finance Director and eventually became Company Secretary and Non-executive Director.Guy helped acquire several businesses and to reverse the company into Sceptre Leisure plc,which was then delisted
272、.In 2015 he joined as a non-executive at Coms plc and was part of the team which transformed the business into the SaaS business Smartspace plc and became its Chairman in July 2018.Guy is both a Fellow of The Institute of Chartered Accountants in England and Wales and a Chartered Director.Committees
273、Audit Committee(Chair)Skills and experienceWilliam Lewis joined the Company as a Non-executive Director in April 2015.He also currently serves as Chairman of the Remuneration Committee and as a member of the Audit Committee.Since June 2014,William Lewis has served as President and CEO of Summit Agro
274、 USA,LLC,a joint venture agrochemicals business between Sumitomo Corporation and ISK Biosciences.He previously held senior roles within Arysta LifeScience,Syngenta Crop Protection and Zeneca/ICI.William Lewis has also been an owner/operator of two John Deere dealerships in GA where he improved the o
275、verall operations and value of the business,which led to the successful sale of the businesses.CommitteesRemuneration Committee(Chair)Kate CoppingerJames Ede-GolightlyNon-executive DirectorNon-executive DirectorSkills and experienceKate Coppinger joined the Company as a Non-executive Director in Jan
276、uary 2023.She has an extensive background in investment banking and transaction execution.Having started her career as a research analyst at CIBC World Markets,she joined Harrison Lovegrove in 2000 and continued in her role,which focused on M&A transactions,within Standard Chartered Bank until 2020
277、following its acquisition of Harrison Lovegrove in 2007.CommitteesAudit Committee Remuneration Committee Skills and experienceJames Ede-Golightly joined the Company as a Non-executive Director in January 2023.He has over twenty years of experience as a professional investor and director of growth co
278、mpanies.His current roles include Executive Chairman of Oxehealth and Non-Executive Director of Silence Therapeutics Plc.He co-founded Ora Capital Partners in 2006 having been an analyst at Commerzbank AG and Merrill Lynch Investment Managers.James previously served as a Non-Executive Director of Pl
279、ant Health Care,between June 2013 and November 2016.CommitteesAudit Committee Remuneration Committee35Plant Health Care plc|2022 Annual Report&AccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORTPlant Health Care plc(the“Company”)is committed to maintaining the highest standards of corpo
280、rate governance throughout its operations and to ensuring that all of its practices are conducted transparently,ethically and efficiently.The Company believes that continual review of all aspects of its business and reflecting,analysing and improving its procedures will result in the continued succe
281、ss of the Company and improve shareholder value.Therefore,and in compliance with the updated AIM Rules for Companies,the Company has chosen to formalise its governance policies by complying with the UKs Quoted Companies Alliance Corporate Governance Guidelines for Small and Mid-Size Quoted Companies
282、(the“QCA Code”).The Company has followed the QCA Codes recommendations in terms of disclosures to be made on its website and in this Annual Report.Specifically,the QCA Code has 10 principles being:1.Establish a strategy and business model which promote long-term value for shareholders.2.Seek to unde
283、rstand and meet shareholder needs and expectations.3.Take into account wider stakeholder and social responsibilities and their implications for long-term success.4.Embed effective risk management,considering both opportunities and threats,throughout the organisation.5.Maintain the board as a well-fu
284、nctioning,balanced team led by the chair.6.Ensure that between them the directors have the necessary up-to-date experience,skills and capabilities.7.Evaluate board performance based on clear and relevant objectives,seeking continuous improvement.8.Promote a corporate culture that is based on ethical
285、 values and behaviours.9.Maintain governance structures and processes that are fit for purpose and support good decision-making by the board.10.Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.Disclosures recommende
286、d by the QCA Code to be included on the Companys website,and not in its Annual Report,being principles 2,3 and 9 may be found on the Companys website.For more details regarding Corporate Governance,including the Companys compliance with the ten principles of the QCA Code,please see the Companys Corp
287、orate Governance Statement located at https:/ of the remaining seven principles are described below.The Company was mindful of the number of non-executive directors on the Board,especially the balance of independent non-executive directors.During 2022 Richard Webb stepped down as Chairman of the Com
288、pany and Christopher Richards,former CEO,transitioned to the role of Chairman,whilst Jeffrey Tweedy was appointed CEO of the Company.In early 2023 the Board appointed two new non-executive directors,James Ede-Golightly and Kate Coppinger.Following these Board changes the Company has seven directors,
289、including the Chairman and two executive directors.During 2022,Messrs Lewis and van Zwanenberg chaired the Companys two key committees and also meet with the Chairman separately on a regular basis.In 2023 with the new additions to the Board the composition of the Committee membership was enhanced.Gu
290、y van Zwanenberg continues to chair the Audit Committee,with Mr Ede Golightly and Mrs Coppinger being members.Mr Lewis continues to chair the Remuneration Committee with Mr Ede Golightly and Mrs Coppinger being members.Board meetings have appropriately robust agendas and are a hybrid of virtual and
291、face to face in the USA and UK,with ad hoc meetings as and when the business needs demand.The USA is the main centre of activity and management of the Company.Each Board meeting also includes,where appropriate,involvement of the key executive leadership not on the Board.It is felt that the current B
292、oard has the right mix of skills that are relevant to the Companys current position.The Non-Executive Directors are satisfied that they present effective challenges to the Executive Directors and management team as and when required.The Company has established specific committees and implemented cer
293、tain policies and practices to ensure that:it is led by an effective Board which is collectively responsible for the long-term success of the Company;the Board and the committees have the appropriate balance of skills,experience,independence,and knowledge of the Company to enable them to discharge t
294、heir respective duties and responsibilities effectively;the Board establish a formal and transparent arrangement for considering how it applies the corporate reporting,risk management,and internal control principles and for maintaining an appropriate relationship with the Companys auditors;there is
295、a dialogue with shareholders based on the mutual understanding of objectives;and all aspects of the Company are run in a robust and responsible way.The Companys overall strategic objective is to be a leading provider of proprietary biological products.The Companys strategy and business model and ame
296、ndments thereto,are developed by the Executive Committee and approved by the Board.The Executive Committee,led by the CEO,is responsible for implementing the strategy and managing the business at an operational level.A comprehensive budgeting process is completed once a year and is reviewed and appr
297、oved by the Board.The Companys results,compared with the budget,are reported to the Board at least five times per year.The full strategy and business operations of the Company are set out in the Strategic report section of this Annual Report on pages 2 to 31.The Companys business is subject to a num
298、ber of potential risks and uncertainties.The occurrence of any of these risks may materially and adversely affect the Companys business,financial condition,results of operations and future prospects.The Company manages and mitigates these risks by executing its strategy and operational plans as desc
299、ribed above.Corporate Governance Report36Plant Health Care plc|2022 Annual Report&AccountsCorporate Governance Report ContinuedThe Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness.The internal controls are designed to manage rather th
300、an eliminate risk and provide reasonable but not absolute assurance against material misstatement or loss.Through the activities of the Audit Committee,the effectiveness of these internal controls is reviewed annually.The Company maintains appropriate insurance cover in respect of actions taken agai
301、nst the Directors because of their roles,as well as against material loss or claims against the Company.The insured values and type of cover are comprehensively reviewed on a periodic basis.A summary of the principal risks and uncertainties facing the Company are set out on pages 30 to 31 of this An
302、nual Report.The Executive Committee meets at least twice annually to review the Companys risk register,along with potential causes and impact,controls and actions to minimise the probability of those risks materialising,and consider new risks and opportunities presented to the Company,making recomme
303、ndations to the Board as appropriate at least once annually.Board of DirectorsThe Board of directors is responsible for the proper management of the Company by formulating,reviewing and approving the Companys strategy,budgets,and corporate actions.In order to achieve its objectives,the Board adopts
304、the ten principles of the QCA Code.Through successfully implementing these principles,the Company believes it is able to deliver long-term growth for shareholders and maintain a flexible,efficient and effective management framework within an entrepreneurial environment.It is important that the Board
305、 itself contains the right mix of skills and experience in order to deliver the strategy of the Company.As such,the Board is currently comprised of:Dr Richard Webb,Non-executive Chairman(resigned June 2022);Dr Christopher G J Richards,Non-executive Director and Chairman;Mr Jeffrey Tweedy,Executive D
306、irector and CEO;Mr Jeffrey Hovey,Executive Director and CFO;Mr Guy van Zwanenberg,Senior Independent Non-executive Director;Mr William M.Lewis,an Independent Non-executive Director;Mrs Kate Coppinger,an Independent Non-executive Director;and Mr James Ede Golightly,Independent Non-executive Director.
307、The backgrounds and relevant experience of these Directors is set out on the website.The Company Secretary assists the Chairman and Committee Chairs in preparing for and running effective Board meetings and Committee meetings,including the timely dissemination of appropriate information prior to mee
308、tings and minutes following the meetings.The Company Secretary provides advice and guidance to the extent required by the Board on the legal and regulatory environment.The Board and Board Committees have a rolling agenda which ensures that all routine matters are captured during the year and brought
309、 to the Boards attention for consideration and where appropriate approval.Each Director serves on the Board from appointment until the next annual general meeting at which he stands for election.Thereafter he stands for re-election in accordance with the Companys Articles of Association which is no
310、less than once every three years.CommitteesIn compliance with UK best practice,the Board has established the following committees.Audit CommitteeThe purpose of the Audit Committee is to monitor the integrity of the financial statements of the Company.Some of the Audit Committees duties include:revie
311、wing the Groups accounting policies and reports produced by internal and external audit functions;considering whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements,taking into account the views of the external auditor;reporting its views to t
312、he Board of Directors if it is not satisfied with any aspect of the proposed financial reporting by the Company;reviewing the adequacy and effectiveness of the Companys internal financial controls and internal control;reviewing the adequacy and effectiveness of the Companys anti-money laundering sys
313、tems and controls for the prevention of bribery and receive reports on non-compliance;and overseeing the appointment of and the relationship with the external auditor.The Audit Committee has three members,each of whom is an Independent Non-executive Director and at least one member who has recent an
314、d relevant financial experience.The current members of the committee are Guy van Zwanenberg as the Chairman and James Ede-Golightly and Kate Coppinger as members.The Chairman,CEO and CFO attend the Committee meetings by invitation to present their reports.The auditor attends the annual audit committ
315、ee meeting to present their audit findings on the annual year end audit.Remuneration CommitteeThe purpose of the Remuneration Committee is to determine and agree with the Board regarding the framework or broad policy for the remuneration of the Companys chairman and the Executive Directors as well a
316、s the composition of the Board itself.Some of the Remuneration Committees duties include:reviewing the pay and employment conditions across the Company,including the Executives on the Board;approving targets and performance related pay schemes operated by the Company and all share incentive plans an
317、d pension arrangements;37Plant Health Care plc|2022 Annual Report&AccountsFINANCIAL STATEMENTSCORPORATE GOVERNANCESTRATEGIC REPORT regularly reviewing the structure,size,and composition(including the skills,knowledge,experience and diversity)of the Board and make recommendations to the Board with re
318、gard to any changes,succession planning and vacancies;and identifying suitable candidates from a wide range of backgrounds to be considered for positions on the Board.The Remuneration Committee has three members,each of whom is an Independent Non-executive Director.The current members of the committ
319、ee are William Lewis as the Chairman and James Ede-Golightly and Kate Coppinger as members.In light of the current composition of the executive leadership and the Board,the Board as a whole has retained overall responsibility for the review of the overall risk management processes and principles.The
320、 Board as a whole constitutes the Nomination Committee and will appoint a subcommittee if considered appropriate;the Board also determines remuneration for the Non-executive Directors.The Board made the decision not to form a separate Health,Safety and Environment(HSE)committee.Matters around HSE ar
321、e treated with the up most importance and considered by the Board as a whole.HSE is a standing agenda item considered at every scheduled Board meeting.Executive CommitteeThe Companys Executive Committee is the main decision-making body of the Company and ensures that key decisions are made in a time
322、ly manner with the best information available.The Executive Committee meets on a monthly basis and has five members:Zhongmin Wei(Chief Science Officer),Jeffrey Tweedy(Chief Executive Officer),Jeffrey Hovey(Chief Financial Officer),Mark Turner(VP,Business and Corporate Development)and Patrick Doyle(V
323、P,Product Development and Regulatory).Board compositionThe Companys Board is currently comprised of 5 Non-executive Directors and 2 Executive Directors.The Chairman is not independent.Directors biographies are set out on pages 33 to 34.The Board is responsible to its shareholders for the proper mana
324、gement of the Company and meets at least five times a year to set the overall direction and strategy of the Company,to review scientific,commercial,operational and financial performance and to advise on management appointments.All key operational and investment decisions are subject to Board approva
325、l.A summary of Board and Committee meetings held in the year ended 31 December 2022,and Directors attendance records,is set out on page 43.The Board considers itself to be sufficiently independent.The QCA Code suggests that a board should have an appropriate balance between the executive and non-exe
326、cutive directors and at least two independent non-executive directors.The Companys four Non-executive Directors are regarded by the Board as independent under the QCA Codes guidance for determining such independence and it is considered that they provide the appropriate level of balance required.Non
327、-executive Directors receive their fees in the form of a basic cash fee.Concerns relating to the executive management of the Group or the performance of the Directors can be raised in confidence by contacting the Senior Independent Director,Guy van Zwanenberg,through the Company Secretary.Board Expe
328、rienceThe Board considers that all of the Non-executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities,and bring considerable experience in scientific,commercial,operational and financial development of products and companies.The Board regularly
329、reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills together with independence to support the ongoing development of the Company.The recent additions in early 2023 have further strengthened the Board both in terms of skill and independence.The Chairma
330、n,in conjunction with the Company Secretary,ensures that the Directors knowledge is kept up to date on key issues and developments pertaining to the Company,its operational environment and to the Directors responsibilities as members of the Board.During the course of the year,Directors receive updat
331、es from the Company Secretary and various external advisers on a number of corporate governance matters.Furthermore,the key Commercial executives and the PREtec team regularly present at Board meetings and attend dinners with Board members.Also the Board periodically visits the Research and Developm
332、ent centre in Seattle and are briefed by the team.During 2022,the Board received a refresher from its Nomad on the continuing obligations of AIM together with a refresher on directors duties and corporate governance best practice.The directors also undertook training in respect of Anti-Money Launder
333、ing regulations and the Anti-Bribery and Corruption requirements.It is noted that the Company has zero tolerance for bribery and corruption.Directors service contracts or appointment letters make provision for a Director to seek personal advice in furtherance of his or her duties and responsibilities,normally via the Company Secretary.The Board seeks advice from its external advisers as needed in
0731-84720580
sgpjbg002
工作日 9:30 - 18:00
研報
新質生產力
DeepSeek?
低空經濟
大模型
AI Agent
AI Infra
具身智能
自動駕駛
寵物
銀發經濟
人形機器人
企業出海
算力
微短劇
薪酬
白皮書
創新藥
人工智能
AI產業
信息科技
互聯網
消費經濟
汽車交通
電商零售
傳媒娛樂
醫藥健康
投資金融
能源環境
地產建筑
傳統產業
英文報告
其它
最新報告
中英對照
全文搜索
報告精選
PDF上傳翻譯
多格式文檔互轉
入駐&報告售賣
會員權益
機構報告
券商研報
財報庫
專題合集
英文報告
數據圖表
會議報告
其他資源
行業聚焦
芯片產業
熱點概念
全球咨詢智庫
人工智能
500強
新質生產力
會議峰會
新能源汽車
企業年報
互聯網
公司研究
行業綜觀
消費教育
科技通信
醫藥健康
人力資源
投資金融
汽車產業
物流地產
電子商務
傳統產業
傳媒營銷
其它
2025低空經濟/低空產業報告合集（共49套打包）
2025年智算中心/AIDC/AI數據中心研究報告合集（共37套打包）
AI、科技與通信
廣告、傳媒與營銷
消費、零售與支付
HR、文化與旅游
金融、保險與投資
能源、環境與工業
醫療制藥與大健康
物流、地產與建筑
其他行業
AI ? 科技 ? 通信
數字化
金融財經
智能制造
電商傳媒
地產建筑
醫療醫學
能源化工
其他行業
收藏
下載
2025-05-20
AI查數
行業數據
政策法規
商業模式
產業鏈
競爭格局
市場規模
產業概述
其它
2025年
AI讀財報
年報
一季報
半年報
三季報
IPO招股書
社會責任報告
A股
IPO申報
港股
美股&全球
新三板
掃碼登錄
手機快捷登錄
賬號登錄
