The Better Sugar Cane Initiative Limited

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Governance

	BSI Code of Conduct
	BSI Constitution

Code of Conduct for Members of the Better Sugar Cane Initiative Limited

Preamble

The Better Sugar Cane Initiative (BSI) is an open voluntary non profit multi-stakeholder organisation aiming to improve the social, environmental, and economic sustainability of sugar cane production.

1.	The BSI is committed to achieving a sugar cane industry that:

		Promotes responsible business practices free of corruption and bribery and in compliance with relevant national laws;
		Respects labour and employment practices (particularly ILO core labour conventions) and provides a safe and healthy working environment;
		Aims for continuous improvement in production and resource efficiency;
		Respects the environment and aims to reduce emissions to air and water (with particular reference to climate change and green house gas emissions);
		Recognises the importance of biodiversity and ecosystem services in the long term viability of operations.

2.	BSI is open to all who support the production, procurement and use of sugar cane and products derived from sugar who meet BSI's core principles and commit to its code of conduct.

Given these commitments BSI members agree to develop:

A set of Principles, Criteria, Indicators and Standards (PCIS) for responsible sugar cane production and a verification mechanism for compliance with these PCIS

These can be defined as:
	PRINCIPLE 1. Obey the Law
	PRINCIPLE 2. Respect Human Rights and Labour Standards
	PRINCIPLE 3. Manage input, production and processing efficiencies to enhance sustainability
	PRINCIPLE 4. Commit to continuous improvement in key areas of their business
	PRINCIPLE 5. Actively manage biodiversity and ecosystem services.

It is fundamental to the integrity, credibility and continued progress of the BSI that every member actively works to support the process through which Standards will be developed and implemented.

All Members undertake to act in good faith towards this objective and commit to supporting this Code of Conduct.

The Code applies to all Members of the BSI.

1. Promotion and Commitment
1.1	Member organizations acknowledge their membership of the BSI, its objectives, statutes and by-laws, its Principles, Criteria, and the BSI Standards and their implementation through informed and explicit endorsement.
1.2	Members undertake to promote and communicate this commitment throughout their own organization and to their customers, suppliers, sub-contractors and wider value chains as appropriate. Members who are not actively involved in the production and trade of sugar cane and its by-products will promote and communicate their commitments in ways that support the efforts of producers to increase the volume and quality of sugarcane that is produced to BSI Standards
1.3	Members undertake to demonstrate respect and concern for the environment, and all stakeholders.
1.4	Members must demonstrate an unwavering commitment to integrity in everything the BSI does.
1.5	Membership of the BSI must be endorsed by a representative of the member organization. In the case of individual members, the person endorses her/his membership.

2. Transparency
2.1	Members undertake not to make any misleading or unsubstantiated claims, statements and reports about the production, procurement or use of sustainable sugar cane.
2.2	Members must commit to open and transparent engagement with interested parties, and actively seek appropriate consideration for trade sensitive and/or confidential information.
2.3	Members must commit to upholding the BSI’s financial independence, tradition of transparent decision making, disclosure, and oversight and accountability practices.
2.4	Members are required to report annually on their efforts to support the BSI and promote responsible sugar cane production.
2.5	Members will commit to open and transparent engagement with interested parties, and actively seek resolution of conflict, with appropriate consideration for trade sensitive and/or confidential information.

3. Implementation and Support
3.1	All members commit themselves to the principle of continuous improvement of the sugar cane value chain, and;
3.2	In this regard, members undertake to work towards the implementation of the BSI Standard, and the effective functioning of the certification system and undertake to place priority where feasible on purchasing BSI Standard certified derivatives and products.
3.3	Members are responsible for ensuring that their commitment to the objectives of the BSI is underpinned by adequate resources within their organization.
3.4	Members will share with other members experience in the design and implementation of activities to support sustainable sugar cane production (subject to any restrictions in relation to commercially confidential information).

4. Breaches of the Code
4.1	Members will not defame other members publicly or in their communications within the BSI
4.2	In case of disputes related to the application of this Code of Conduct among participants, they are encouraged to resolve grievances directly with other member organizations.
4.3	Members, prior to taking public action in cases of unresolved allegations of breaches of this Code, will report such allegations to the Executive Board, which will deal with the allegation in accordance with the grievance procedures.
4.4	Members accept that the ultimate consequence for disregard of this Code, or the by-laws and statutes of the BSI, may be exclusion from the organization.
4.5	Claims and reports critical of the BSI and its members will be examined by the Supervisory Board, who will develop a formal and unified position.
4.6	Supervisory Board Members who are found, after due inquiry, to have breached the Code, will be replaced.

BSI Constitution

Better Sugar Cane Initiative Limited (BSI).

This is an agreement between all of the members of the BSI under a special resolution dated [12 March 2009]. This agreement, as may be amended from time to time, and the Articles of Association of BSI, as may be amended from time to time, shall together be the Constitution of the BSI. Where any provision of this agreement conflicts with any provision of the Articles of Association, the provision in this agreement shall prevail to the extent of the conflict.

The Registered Office of the BSI falls under the jurisdiction of the laws of in England and Wales.
The objects for which the BSI is established are to provide an organisation to facilitate sustainable sugar cane production by establishing principles and criteria that are applied in the sugarcane growing regions of the world.
The subscribers to the Memorandum of Association and such persons as the Supervisory Board of Directors (hereafter called the “Supervisory Board”) shall admit to membership in accordance with the provisions hereinafter contained shall be Members of the BSI.
The rights and obligations of a Member shall be personal to him and shall not be transferable and shall cease and determine on his death or bankruptcy or if he shall resign his membership or if he shall compound with his creditors generally or, if being a corporation, it goes into liquidation either voluntarily or compulsorily otherwise than for the purpose of amalgamation or reconstruction.
For the purpose of registration the number of Members of the BSI shall be unlimited.
The membership of the BSI shall consist of categories as determined from time to time by the Supervisory Board.
Special membership shall be open, at the discretion of the Supervisory Board to individuals with special interests or experience of value to the BSI.
The Supervisory Board, who has resolved at a meeting by a majority of not less than two thirds of the members present and voting, shall have the right to accept or reject any application for membership and their rejection of any application shall not be called in question in any way.
The Supervisory Board is entitled to seek and consider advice on the day to day affairs of the BSI from the BSI Management Committee (the “Management Committee”).
The Management Committee will elect its own Chairman and Vice chairman. The Chairman and Vice Chairman of the Management Committee will also automatically serve as members of the Supervisory Board and act as formal liaison between the Supervisory Board and the Management Committee.
The Management Committee shall first be elected by a general Ballot of the Members of the BSI. The numbers of the Management Committee will be a maximum of ten including the chairman and vice chairman and not less than six, with a quorum of six. The whole of the Management Committee shall retire at the first Annual General Meeting of the incorporated BSI but shall be eligible for re-election by a show of hands at the AGM. Two Members of the Management Committee shall retire annually thereafter in rotation and be eligible for re-election. The two Members to retire shall be those longest in office.
The annual subscription of each BSI Member shall be such sum as shall be determined from time to time by the Supervisory Board.
Membership shall not take effect until the subscription determined above has been paid to the BSI.
A Member of the BSI shall cease to be a Member if the Member sends written notice of resignation to the Chairman of the Supervisory Board; or the Member fails to pay the amount of any subscription or other sum payable under these Articles within three (3) months of the date when such amount became payable, provided that, on sufficient cause being shown, the Supervisory Board may extend the period of three (3) months to such period, not exceeding twelve (12) months, as it may think fit; or The Supervisory Board resolves at a meeting that the Member shall cease to be a Member by a majority of not less than two-thirds of the Members present and voting. The Member concerned shall have the opportunity of being heard or of submitting written representations at such meeting. The notice convening such meeting shall state that the cessation of the Member's membership is on the agenda for that meeting.
If any Member being an individual shall be adjudged bankrupt or make a composition or arrangement with his creditors or, being a company or corporate body, shall be ordered to be wound up or shall resolve to wind up voluntarily, he or it, as the case may be, shall thereupon cease to be a Member of the BSI and his or its name shall be forthwith removed from the register of Members.
If the conduct of any Member shall, in the opinion of the Supervisory Board, be injurious to the interests of the BSI, after hearing any explanation either verbal or in writing which such Member may desire to give, and if they are of the opinion that such conduct in the interests of the BSI requires the expulsion of such Member from the BSI, the Supervisory Board may resolve that such Member be expelled from membership of the BSI whereupon such Member shall cease to be a Member of the BSI and his or its name shall be forthwith removed from the register of Members.
No Member upon ceasing to be a Member of the BSI shall be entitled to be repaid his or its entrance fee or annual subscription paid to the BSI or any part thereof but shall remain liable to pay to the BSI all sums becoming due and payable by him or it to the BSI by way of annual subscription prior to such cessation.
The BSI shall hold a General Meeting in every year as its Annual General Meeting, and shall specify the meeting as such in the notice calling it. The Annual General Meeting shall be held (at least one a year) at such time and place as the Supervisory Board shall appoint. The first Annual General Meeting shall be held within twelve (12) months after the date of incorporation of the BSI.
All General Meetings, other than the Annual General Meeting, shall be called Extraordinary General Meetings.
The Supervisory Board may, whenever they think fit, convene an Extraordinary General Meeting.
An Annual General Meeting and an Extraordinary General Meeting called for the passing of a Special Resolution shall be called by twenty-one (21) days' notice in writing at the least, and all other meetings of the Management Committee shall be called by fourteen (14) days' notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the date, place and time of the meeting and the general nature of the business to be transacted.
In the case of the Annual General Meeting, the notice shall specify the meeting as such and shall be given in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the BSI in general meeting, to such persons as are, under this agreement or otherwise, entitled to receive such notices from the Management Committee: provided that a meeting shall, notwithstanding that it is called by shorter notice than that specified in this paragraph, be deemed to have been duly called if it is so agreed, a) in the case of a meeting called as the Annual General Meeting, by all the Members entitled to attend and vote thereat; and b) in the case of any other meeting, by the majority in number of the Members having a right to attend and vote being a majority together holding not less than ninety-five percent (95%) of the total voting rights at the meeting of all the Members.
The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any proceedings at that meeting.
Attendance at General Meetings shall not be limited to Members or proxies or authorised representatives of Members and the Supervisory Board may invite other persons to attend and speak thereat but persons so invited shall not have voting rights.
All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all business transacted at an Annual General Meeting shall also be deemed to be special, with the exception of the consideration of the accounts and balance sheet and the reports of the Chairman, the Supervisory Board and of the auditors and the appointment of, and authorising the fixing of the remuneration of, the auditors.
No business shall be transacted at any General Meeting unless a quorum is present.
Save as herein otherwise provided, seven (7) Members present in person or by proxy or a duly authorised representative of a corporation shall be a quorum.
If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, or if during a meeting such a quorum ceases to be present, the meeting if convened on the requisition of Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time or place, or at such other time and place as the Supervisory Board may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting another meeting shall be arranged until there is a quorum.
The Chairman of the Supervisory Board shall preside as Chairman at every General Meeting or if the Chairman shall not be present within fifteen (15) minutes after the time appointed for holding the meeting or shall be unable or unwilling to preside, the Vice-Chairman of the Supervisory Board, if any, shall preside or if the Vice-Chairman shall not be present or shall be unable or unwilling to preside, the Members present shall choose some member of the Supervisory Board, or if no such member is present, or if all the members of the Supervisory Board present decline to take the chair, the Members present shall choose one of their number to be Chairman of the meeting.
Any member of the Supervisory Board shall, notwithstanding that he is not a Member of the BSI, be entitled to receive notice of, attend and speak at any General Meeting of the BSI.
The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.
Whenever a General Meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting, save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at the adjourned meeting.
At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, (before or upon the declaration of the result of the show of hands) demanded or agreed by the Chairman or by at least two (2) Members present in person or by proxy or, if a corporation, by its duly authorised representative.
Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairman of the meeting that a resolution on a show of hands has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the Minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution
The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the Chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or shall be taken at such time and place as the Chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of any General Meeting shall be entitled to a second or casting vote.
The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven (7) clear days' notice shall be given specifying the time and place at which the poll is to be taken.
A resolution in writing signed by or on behalf of all the Members for the time being entitled to receive notice of and to attend and vote at General Meetings shall be as valid and effective as if the same had been passed at a General Meeting duly convened and held. Any such resolution may consist of several instruments in the like form each signed by or on behalf of one or more members.
On a show of hands every BSI Member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative, not being himself a Member entitled to vote, shall have one vote. On a poll every Member present in person or by proxy shall have one vote.
Save as herein expressly provided, no Member other than a Member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Management Committee in respect of membership, shall be entitled to vote on any question either personally or by proxy or as a proxy for another Member, at any General Meeting.
No objection shall be raised as to the qualification of any Member to vote, except at the meeting or adjourned meeting at which the objection is raised, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.
The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if such appointer is a corporation under seal, or under the hand of some officer or attorney duly authorised in that behalf.
The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a copy of that power certified notarially or in some other way approved by the Supervisory Board shall be deposited at the registered office of the BSI or at such place within the United Kingdom as is specified for that purpose in the notice convening the meeting or adjourned meeting not less than twenty-four (24) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll, and in default the instrument of a proxy shall not be treated as valid.
A vote given or poll demanded by a proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was deposited at the registered office of the BSI, or at such other place at which the instrument of proxy was duly deposited, before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
Unless otherwise determined by Ordinary Resolution the Supervisory Board (other than alternates) shall consist of not less than twelve (12) members nor more than eighteen (18) members.
The membership of the Supervisory Board shall be at least 2 members for each Group as follows:
	Group 1- Growers/Producers: Small scale Growers large-scale 2- Processors Processors- Agro-industrial Processors -Milling + Refining 3- End users / intermediary Users- End users Users- intermediaries 4- Civil Society NGOs – social and environment

5-Individuals and such other members from among, or nominated by, Members of the BSI or any other individual up to the permitted maximum membership of the Supervisory Board as the Supervisory Board may from time to time think fit to appoint.

The President of the Supervisory Board shall ensure that at any time there is at least one member per Grouping present.

Any member of the Supervisory Board (other than an alternate) may appoint another member of the Supervisory Board or any other person approved by resolution of the Supervisory Board and willing to act, to be an alternate member of the Supervisory Board, and may remove from office an alternate so appointed by him.

An alternate shall be entitled to receive notice of and to attend and vote at any meeting at which the Supervisory Board member appointing him is not personally present and generally to perform all the functions of his appointer as a member of the Supervisory Board in his absence.

An alternate shall cease to be an alternate if his appointer ceases to be a member of the Supervisory Board; but if a member of the Supervisory Board retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate made by him which was in force immediately prior to his retirement shall continue after his reappointment.

Any appointment or removal of an alternate shall be by notice to the BSI signed by the member of the Supervisory Board making or revoking the appointment or in any other manner approved by the Supervisory Board.

Save as otherwise provided in this agreement, an alternate member of the Supervisory Board shall be deemed for all purposes to be a member of the Supervisory Board and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the member of the Supervisory Board appointing him.

The business of the BSI shall be managed by the Supervisory Board who may exercise all the powers of the BSI as are not required to be exercised by the BSI in General Meeting. No alteration of the Memorandum and Articles and no such direction shall invalidate any prior act of the Supervisory Board which would have been valid if that alteration had not been made or that direction had not been given.

The powers given to the Supervisory Board by any provision of this agreement and a meeting of the Supervisory Board at which a quorum is present may exercise all powers exercisable by the Supervisory Board. The Supervisory Board may, by Power of Attorney or otherwise, appoint any person to be an agent of the BSI for such purposes and on such conditions as they determine.

Members of the Supervisory Board are expected to remain not less than 3 years but not more than 5 years.

Subject to the provisions of the Companies Acts, the members of the Supervisory Board to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last reappointed members of the Supervisory Board on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

If the BSI, at the meeting at which a member of the Supervisory Board retires by rotation, does not fill the vacancy, the retiring member of the Supervisory Board shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the member is put to the meeting and lost.

No person other than a member of the Supervisory Board retiring by rotation shall be appointed or reappointed a member of the Supervisory Board at any general meeting unless:

He is recommended by the Supervisory Board; or not less than fourteen (14) nor more than thirty-five (35) clear days before the date appointed for the meeting, notice signed by a Member qualified to vote at the meeting has been given to the BSI of the intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or reappointed, be required to be included in the BSI’s register of directors together with notice executed by that person of his willingness to be appointed or reappointed.

Not less than seven (7) nor more than twenty-eight (28) clear days before the date appointed for the holding of a General Meeting notice shall be given to all who are entitled to receive notice of the meeting of any person (other than a member of the Supervisory Board retiring by rotation at the meeting) who is recommended by the Supervisory Board for appointment or reappointment as a member of the Supervisory Board at the meeting or in respect of whom notice has been duly given to the BSI of the intention to propose him at the meeting for appointment or reappointment as a member of the Supervisory Board. The notice shall give the particulars of that person which would, if he were so appointed or reappointed, be required to be included in the BSI’s register of directors.

Subject as aforesaid, the BSI may by ordinary resolution appoint a person who is willing to act to be a member of the Supervisory Board either to fill a vacancy or as an additional member of the Supervisory Board.

The Supervisory Board may appoint a person who is willing to act to be a member of the Supervisory Board, either to fill a vacancy or as an additional member of the Supervisory Board provided that the appointment does not cause the number of the members of the Supervisory Board to exceed any number fixed by or in accordance with this Agreement as the maximum number of members of the Supervisory Board.

A member so appointed shall hold office only until the next following Annual General Meeting and shall not be taken into account in determining the members of the Supervisory Board.

Subject as aforesaid, a member of the Supervisory Board who retires at an Annual General Meeting may, if willing to act, be reappointed provided he has not served on the Supervisory Board for 5 consecutive years. If he is not reappointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.

Members of the Supervisory Board and their alternates may, if there are sufficient funds available for this purpose and the Supervisory Board decides that it is appropriate having regard to the circumstances in any particular case, be paid all or part of any travelling, hotel and other expenses properly incurred by them in connection with attendance at meetings of the Supervisory Board or sub-Management Committees of the BSI or General Meetings.

No member of the Supervisory Board (or alternate) shall be entitled to any remuneration from the BSI in connection with his office as a member (or alternate member) of the Supervisory Board or otherwise.

The office of member of the Supervisory Board shall be vacated if the member of the Supervisory Board:

Fails to meet BSI obligations as described under the BSI Code of Conduct

holds any office of profit in the Management Committee; or

becomes bankrupt or makes any arrangement or composition with creditors generally; or

ceases to be a member of the Supervisory Board if he becomes prohibited by law from being a director of a company; or

becomes of unsound mind; or

resigns his office by notice in writing to the Management Committee; or

is removed from office by an Ordinary Resolution of the BSI in accordance with Section 30ct or by an Extraordinary Resolution of the BSI.

Subject to the provisions of this agreement, the members of the Supervisory Board may regulate their proceedings as they think fit. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote. A member of the Supervisory Board who is also an alternate shall be entitled, in the absence of his appointer, to a separate vote on behalf of his appointer in addition to his own vote.

The quorum for a meeting of the Supervisory Board shall be two (2) members until such time as further Supervisory Board appointments have been made, but not more than a year, and shall then be five (5) members of the Supervisory Board present in person or by their duly appointed alternates.

The continuing members of the Supervisory Board or a sole continuing member of the Supervisory Board may act notwithstanding any vacancies in their number but, if the number of members of the Supervisory Board is less than the number fixed as the quorum, the continuing member or members of the Supervisory Board may act only for the purpose of filling vacancies or of calling a General Meeting.

The members of the Supervisory Board may appoint one of their number to be the Chairman of the Supervisory Board and may at any time remove him from that office.

The members of the Supervisory Board may also appoint another of their number to be the Vice-Chairman of the Supervisory Board and may at any time remove him from that office. Unless he is unwilling to do so, the Chairman shall preside at every meeting of the Supervisory Board at which he is present. But if the Chairman or failing him the Vice-Chairman or if there is no member of the Supervisory Board holding either of those offices or if neither is willing to preside or is not present within five minutes after the time appointed for the meeting, the members of the Supervisory Board present may appoint one of their number to be chairman of the meeting.

The Chairman of the Supervisory Board may, and on the request of any member of the Supervisory Board or the Company Secretary shall, at any time, summon a meeting of the Supervisory Board by notice in writing served on each of the members of the Supervisory Board.

The Supervisory Board may appoint such sub-Management Committees as it considers necessary to consider and report or advise on matters of interest to Members of the BSI. The Supervisory Board may co-opt representatives of Members of the BSI or other individuals to serve on any sub-Management Committee.

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the BSI, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Supervisory Board shall from time to time by resolution determine.

A member of the Supervisory Board who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the BSI shall declare the nature of the interest at a meeting of the Supervisory Board and such member of the Supervisory Board shall not be at liberty to vote in respect of any contract or proposed contract with the BSI in which he is directly or indirectly interested, nor may he be counted in the quorum present at any meeting at which such contract is considered, and if he shall vote or be counted in such quorum, his vote or the quorum shall, as the case may be, be invalid.

All acts done by any meeting of the Supervisory Board or by any person acting as a member of the Supervisory Board shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member of the Supervisory Board or person acting aforesaid, or that they or any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified to be a member of the Supervisory Board and had been entitled to vote.

A resolution in writing, signed by all members of the Supervisory Board for the time being entitled to receive notice to attend and vote at a meeting of the Supervisory Board, shall be as valid and effectual as if it had been passed at a meeting of the Supervisory Board duly convened and held and may consist of several documents in the like form each signed by one or more members of the Supervisory Board; but a resolution signed by an alternate member of the Supervisory Board need not also be signed by his appointer and, if it is signed by a member of the Supervisory Board who has appointed an alternate, it need not be signed by the alternate in that capacity.

The Supervisory Board shall have power to appoint, and where necessary to terminate the appointment of a General Manager (of BSI) who shall be responsible to the Supervisory Board.

The Supervisory Board may appoint the BSI General Manager and/or such other Supervisors to be non voting members of the Supervisory Board.

The Supervisory Board may exercise all the powers of the BSI to borrow money, and to mortgage or charge its undertaking and property or any part thereof, and to issue debentures, whether outright or as security for any debt, liability or obligation of the BSI or of any third party.

The BSI may, upon the recommendation of the Supervisory Board, from time to time make bye-laws concerning the management of the BSI and may at any time vary or revoke the same.

The Company Secretary shall be appointed by the Supervisory Board for such term, at such remuneration and upon such conditions as it may think fit and any Company Secretary so appointed may be removed by the Supervisory Board.

The Supervisory Board shall cause minutes to be made in books kept for the purpose: of all appointments of officers made by the Supervisory Board; and of all proceedings at meetings of the BSI, the Supervisory Board and of sub-Management Committees of the Supervisory Board including names of the members of the Supervisory Board and any sub-Management Committee present at each such meeting.

The Supervisory Board shall cause proper accounting records to be kept in accordance with the Companies Acts. The accounting records shall be kept at the registered office of the BSI, or subject to the provisions of the Companies Acts, at such other place or places as the Supervisory Board shall think fit, and shall always be open to the inspection of the members of the Supervisory Board.

The Supervisory Board may from time to time impose reasonable restrictions as to the times and places and manner of the inspection by the Members of the accounting records or other books or documents of the BSI or any of them, but, subject to such restrictions, they shall be open to the inspection of the Members at all reasonable times during business hours.

At the Annual General Meeting in every year the Supervisory Board shall lay before the meeting a proper income and expenditure account for the period since the last preceding account (or in the case of the first account since the incorporation of the BSI) made up to date not more than six (6) months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Supervisory Board and the auditors, and copies of such accounts, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall, not less than twenty-one (21) clear days before the date of the meeting, be sent to the Auditors and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served.

Independent auditors shall be appointed and their duties regulated in accordance with the Companies Acts.

A notice may be served by the BSI upon any Member either personally or by email or by other electronic communication or by sending it through the post in a prepaid letter addressed to such Member at his registered address as appearing in the Register of Members. A notice shall be deemed to have been given at the expiration of forty-eight (48) hours after the envelope containing it was posted or, in the case of a notice contained in an e-mail or other electronic communication, at the expiration of forty-eight (48) hours after the time it was sent.

Notice of every General Meeting shall be given in manner herein before authorised to:

every Member whether or not they have supplied to the BSI an address

Members of the Supervisory Board, except alternates; and

The auditors for the time being of the BSI.

No other person shall be entitled to receive notices of General Meetings.

INDEMNITY

Subject to the provisions of the Act, every member of the Supervisory Board, the Company Secretary, and every other Officer of the BSI may be indemnified out of the funds of the BSI against all losses or liabilities which he may sustain or incur whilst acting honestly and reasonably in or about the duties of his office or otherwise in relation thereto, including without limitation liability incurred by him in bringing and defending any proceedings, whether civil or criminal.


	The Better Sugarcane Initiative is an Associate Member of the ISEAL Alliance.

	Contact:	Email:
Better Sugar Cane Initiative (BSI)	David Willers - General Manager	david@bettersugarcane.org
20 Pond Square	Natasha Schwarzbach - Communications Manager	natasha@bettersugarcane.org
London UK N6 6BA	Trudy Smith - Website Manager	admin@bettersugarcane.org
P: +44 (0) 208341 0060	Patricia Caceras – Membership Secretary	patricia@bettersugarcane.org