I. Board of Directors

The affairs of RWAAGRIVANCE LTD are governed and supervised by the Board of Directors (the “Board”).

The Board exercises all powers of management not specifically reserved for the Shareholders and executive team.

The Board have the authority to:

1. Approve strategic objectives, corporate policies, budgets, and capital allocation;
2. Exercise oversight over all operational, financial, and compliance matters;
3. Appoint, remove, or supervise the Executive Management Committee and other governance bodies established under these Articles;
4. Ensure alignment with the Company’s Triple Bottom Line (TBL) framework, sustainability obligations, and Institutional Performance Framework;
5. Approve major investments, mergers, acquisitions, or disposals of significant assets.

The Founder retain ultimate authority over the composition and appointment of the Board in accordance with the Founder’s rights under Articles 19 and 20.

II. Executive Management Committee (EMC) / Management Team

The EMC implement the strategic decisions of the Board and manage the day-to-day operations of the Company.

Composition:

1. Chief Executive Officer (CEO),
2. Chief Operating Officer (COO),
3. Chief Financial Officer (CFO),
4. Chief Technology Officer (CTO),
5. Head of Sustainability,
6. Head of Agronomy,
7. Head of Digital Assets,
8. And such other positions as determined by the Board.

Mandate:

1. Operational execution of Board-approved strategies;
2. Monitoring and reporting operational performance to the Board;
3. Ensuring alignment of all divisions with corporate strategy, risk policies, and sustainability mandates.

III. Audit & Risk Committee

The Audit & Risk Committee provides independent oversight of the Company’s financial reporting, internal controls, risk management, and compliance.

Composition

 Independent non-executive directors, including financial and risk management experts.

Mandate:

1. Approve and monitor risk management policies;
2. Review financial statements, audit reports, and internal controls;
3. Assess ESG and sustainability reporting;
4. Ensure compliance with applicable laws and corporate governance standards.

IV. Investment & Capital Allocation Committee

The Investment & Capital Allocation Committee evaluates major investment proposals, capital expenditures, mergers, acquisitions, and strategic partnerships.

Composition:

 Board-appointed members with expertise in finance, industrial operations, or capital markets.

Mandate:

1. Ensure all investment decisions align with the Company’s strategic, financial, and sustainability objectives;
2. Recommend approvals to the Board for final decision.

V. Sustainability, ESG & Ethics Committee

This Committee oversee compliance with ESG standards, the UN Global Compact, and ethical operations.

Composition:

 Directors and independent experts in environmental science, social impact, and corporate ethics.

Mandate:

1. Recommend policies on environmental management, labor standards, and community engagement;
2. Monitor adherence.