TERMS OF REFERENCE GLOBALG.A.P. BOARD 1. INTRODUCTION The purpose of this document is to define the remit, scope and composition of the GLOBALG.A.P. / FoodPLUS Board. The GLOBALG.A.P. brand is owned by FoodPLUS GmbH.

2. ACTIVITY OF THE GLOBALG.A.P. BOARD The GLOBALG.A.P. Board is elected by the GLOBALG.A.P. voting members to whom it is accountable as well as to the FoodPLUS shareholders. It has the authority to adopt resolutions on how the executive management has to conduct its business. In particular: • It inputs to and approves key activities of the GLOBALG.A.P. Executive Management such as but not limited to: o The financial plan and budget o The annual activity plan o Significant structural changes that might affect GLOBALG.A.P. • It formally reviews the performance of the Executive Management in complying with the Board resolutions and provides an annual summary to the shareholders. • It must satisfy itself of the integrity of the Certification System by receiving reports from the Executive Management and the relevant GLOBALG.A.P. Committees and working groups. • It takes proper account of committee decisions and consumer and scientific views in its decision-making by ensuring wide consultation with interested parties, while preserving the principle of priority given to the views of the paid up membership. • The Board takes the final resolution on adopting standards, revisions and new modules. • The Board may also act as consultative body being asked from time to time by other Committees to deal with specific matters that require strategic input and/or to establish a working group. • From time to time Board members may represent GLOBALG.A.P. in external meetings or other public forums. • Board members represent their relevant constituency (group of membership) in the Board NOT their company or association and agree to act collectively in the best interests of GLOBALGAP. • Board members promote and support GLOBALG.A.P. world wide on retailer and supplier level and to the public sector.

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3. COMPOSITION OF THE BOARD AND MEMBERS CODE The Board is constituted of ten industry seats: five retailer or food service member seats and five supplier member seats. The five supplier member seats must be mandated to at least one representative per each of the GLOBALG.A.P. scopes (Crops, Livestock and Aquaculture). Additional members may be admitted with prior agreement of the majority of the elected members of the Board up to a maximum of two additional members. Provided that the balance is maintained between retailers and producers. GLOBALG.A.P. supplier membership includes individual producers, exporters/importer without production, producer groups, producer organizations, or Benchmarked Scheme Owners. Since it is an individual and not a company or association position that is elected substitutes will not be permitted. After its constitution the Board is required to approve the appointment of the standing chairperson or initiate a process to find a successor for the four-year period. Board members shall participate in at least 2 pre-arranged Board meetings per year. All members of the Board are required to sign the confidentiality agreement (App.2). The Executive Management will keep the signed originals of these documents. All the communication within the Board will be in English.

4. RESOLUTIONS Resolutions can only be passed during the main Board meetings. For the Board, a quorum for final resolutions is not less than two participating retailer AND two participating supplier members. Resolutions should be made on a consensus basis where majority voting is applied if necessary. Proxy voting is also accepted in writing. When there is a failure to reach a majority the Chairperson’s vote counts as double. Minority statements must be minuted. In the event of there being no physical quorum for a meeting, that meeting will be considered as a “proposal meeting” or subgroup, and conclusions will have to be approved/signed off by at least a Board quorum before being accepted.

5. MODIFICATIONS These Terms of Reference are set in consultation and agreement with, and can be modified by the GLOBALG.A.P. Board.

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APPENDIX 1: ELECTION OF BOARD MEMBERS 1. NOMINATION OF CANDIDATES The Executive Management will send a notice in writing to all suppliers and retailers that are members of GLOBALG.A.P. (all scopes) seeking nominations for their candidacy to the Board. GLOBALG.A.P. member trade associations may put nominees forward. The candidates must be affiliated to a GLOBALG.A.P. supplier or retail/food service member organization. Candidates affiliated organizations must have signed the GLOBALG.A.P. terms of reference for membership and must have paid their membership fees and where applicable have fulfilled their obligations in license agreements. Nominations for the Board will be accepted by the Executive Management according to written submissions from candidates on their support for GLOBALGAP, which will be published. All affiliations shall be disclosed and potential conflicts of interest are subject to consideration by the Board and shall be presented to the shareholder for resolution.

2. APPOINTMENT OF MEMBERS • •

• • •

Two separate elections will be held, one for supplier and one for retailer/food service members, where the supplier and retailer/food service candidates are elected respectively. Each GLOBALG.A.P. supplier or retailer/food service member has two votes. Candidates may vote for themselves. A ballot may contain votes for up to three candidates in the same constituency to be valid. Election is by highest number of votes. Two of the five supplier seats are reserved for the Livestock and Aquaculture candidates with the highest number of votes. Voting and counting will be supervised by the external financial auditors of FoodPLUS GmbH. In the event of a tie the already newly elected Board members shall select between candidates for their respective constituency.

3. RENEWAL OF BOARD MEMBERS Appointment is for a 4-year term providing the individuals affiliation does not change. In the event of the individual’s affiliation changing the Board will rule on the member’s continuation. Since it is an individual and not a company or association position that is elected, substitutes will not be permitted. Suppliers and retailers that cease to hold GLOBALG.A.P. membership will no longer be eligible to remain as members of the Board, and a replacement will be sought. Members can serve for a maximum of 12 years (2 times re-election) on the Board. If one Board member leaves before half of the appointment term of the Board has passed (24 months), his successor will be the candidate with the next highest amount of votes (as pre-defined in the election results-list). If one Board member leaves after half of the appointment term of the Board has passed (24 months) the remaining Board members can admit a successor from the same trade sector in order to guarantee continuity in decision-making.

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APPENDIX 1: CONFIDENTIALITY AGREEMENT: MEMBER OF GLOBALG.A.P. BOARD Mr. / Mrs / Miss:

Has the obligation to maintain the strictest confidentiality about information designated as confidential, documents and decisions of the meetings that affect the GLOBALG.A.P. Board.

Date

Signature:

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APPENDIX 2: SUBGROUPS AND OTHER COMMITTEES 1. SUBGROUPS From time to time it may be necessary for the Board to draw on the expertise of other GLOBALG.A.P. members and external experts to provide advice on specific matters. These topics shall be dealt with in Subgroups. A member of the Board should chair the subgroups. Permanent members of the subgroup must represent retail or supplier members of GLOBALGAP. subgroups can also invite experts who are not GLOBALG.A.P. members however they shall have no voting rights.

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APPENDIX 3: CHAIRPERSON OF THE GLOBALG.A.P. BOARD: Role Purpose: Provide guidance and direction to allow GLOBALG.A.P. to meet its strategic and operational goals.

Key Responsibilities as Chairperson: • GLOBALG.A.P. Board meetings: o Arranging the agenda and chairing the meeting in close cooperation with the Executive Management o Facilitate open and balanced discussions to enable robust and transparent decision-making. o Enable a collective decision making environment where all Board members are able to make a full contribution to the discussion of issues. o Liaise with Executive Management to prepare Board Meetings and policy, strategy and activity plans for Board approval. • GLOBALG.A.P. Governance and Process: o Oversee all aspects of GLOBALG.A.P. Governance and report back to the Board on a regular base. o Provide a link between the Board and the Executive Management. o Act as the Board’s legal representative in the Shareholder meeting of FoodPLUS GmbH and report back to the Board. - External Outreach: o Representation of GLOBALG.A.P. in conjunction with the Executive Management.

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