African Agriculture Fund
AAF STATEMENT REGARDING TAX AND TRANSPARENCY
African Agriculture Fund (AAF) recognises a key development indicator is a greater tax revenue for the host government, from increased profitability of companies operating within its borders. AAF has therefore committed itself to take all reasonable steps to establish that its underlying portfolio companies are taxpayers, are in good standing with the jurisdictions in which they operate and that they comply fully with their tax obligations.
The follow guidelines are noted in the AAF Tax and Transparency Policy:
• AAF will take all reasonable steps (both in its due diligence and post-investment) to establish that its underlying portfolio companies are taxpayers in good standing in the jurisdictions in which they are established, and that they comply fully with their tax obligations in those jurisdictions, including in respect of the completion and filing of returns and the timeous payment of all taxes (profit tax, income tax, VAT, CGT, etc.) when due.
• The Fund will not utilise portfolio-holding structures, whose main purpose is to achieve tax efficiency or avoidance.
• AAF preferred jurisdiction for the location of intermediate holding companies is Mauritius, given that this is the approved jurisdiction of AAF and AAF is a Mauritius entity.
• An established list of approved, regulated and reputable domiciliation agents will be used to domicile intermediate special purpose vehicles.
• The Fund will take all reasonable steps to procure that its investee/portfolio companies: maintain proper financial systems and controls; be subject to annual audit by an internationally reputable firm of auditors; and maintain only one set of accounting records (to be maintained for a minimum of seven years).
• AAF will encourage whistleblower protections and policies to be put in place in portfolio companies, with appropriate measures to protect the identity of whistleblowers.
• The Fund has zero tolerance for corruption. It will take appropriate action against all suspected offenders (both within AAF, the Manager and its portfolio companies).
• AAF will appoint nominee directors to the board of each company in which it invests (and, as appropriate, to each board committee). Portfolio companies are encouraged to establish at least an audit committee and a remuneration committee, to assist in transparency and offer internal checks and balances.
• The Fund will enter into a Shareholders’ Agreement with the shareholders of each portfolio company, to include appropriate information rights for AAF including the right to disclose information to AAF’s Investors.
• AAF will ensure that the ownership structure of each special purpose vehicle will be transparent (and in particular will not use structures involving bearer shares or trusts with unnamed beneficiaries). At AAF level, proper organograms detailing the Fund’s holdings will be kept, and will be included in the regular reports presented to AAF’s Investors.
• The Fund Manager’s website will list the name of each portfolio company investment of AAF to foster transparency, including the ultimate portfolio companies. In addition, the website of every portfolio company where AAF has a majority stake clearly indicates that AAF is an investor and where AAF has a minority stake it will endeavour to have AAF indicated as an investor.
• AAF’s Investors will be given reasonable access to portfolio companies on reasonable notice.
• AAF will take all reasonable steps (including appropriate provisions in its Shareholders’ Agreements) to ensure that proper governance procedures are implemented by each portfolio company (including the convening of regular shareholder/board meetings, that all shareholder/board decisions are properly recorded and all appropriate filings are made with the relevant authorities).
• AAF will take all reasonable steps to procure that all contracts entered into by its portfolio companies (and any SPV) are in writing and on arm’s length terms.