{"url_path":"/sec/afriw/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1903870/0001493152-26-023781-index.html","accession_number":"0001493152-26-023781","cik":"0001903870","ticker":"AFRI","issuer_name":"Forafric Global PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1903870/0001493152-26-023781-index.html","primary_entity_key":"0001903870","primary_entity_name":"Forafric Global PLC"},"word_count":564,"has_tables":true,"body_markdown":"**Item\n16G. CORPORATE GOVERNANCE**\n\n \n\nUnder\nthe Companies Act, all companies incorporated under the laws of Gibraltar, including companies whose shares are publicly traded and\nlisted on the Nasdaq Capital Market, are required to comply with various corporate governance requirements under Gibraltar law and\nthe Articles of Association of such company. The requirements relate to such matters as the composition of the board of directors,\nthe convening of board and shareholder meetings, proceedings at the same, and the issuance of shares. These requirements are in\naddition to the corporate governance requirements imposed by the Nasdaq Listing Rules, and other applicable provisions of U.S.\nsecurities laws to which we are subject as a foreign private issuer due to the listing of our ordinary shares on the Nasdaq Capital\nMarket.\n\n \n\n- 57 -\n\n \n\n \n\nCertain\ncorporate governance practices in Gibraltar, which is our home country, differ significantly from requirements for companies incorporated\nin other jurisdictions such as the United States.\n\n \n\nAs\na foreign private issuer whose securities are listed on Nasdaq, we are permitted to follow certain home country corporate governance\npractices in lieu of the comparable requirements of the Nasdaq Listing Rules pursuant to Nasdaq Listing Rule 5615(a)(3), which provides for such exemption\nto compliance with Nasdaq Listing Rule 5600 Series, except for certain matters including (among others) the composition and responsibilities\nof the audit committee and the independence of its members within the meaning of the rules and regulations of the SEC.\n\n \n\nBy\nway of example, we have relied on this exemption in respect of the following:\n\n \n\n \n●\n\n**an\nexemption from the rule that a majority of our Board must be independent directors**: There is no requirement in the\nCompanies Act that the Board must be comprised of Independent Directors as defined in Nasdaq Listing Rule 5605(a)(2).\n\n \n \n \n\n \n●\n\n**an\nexemption from the rule that director nominees must be selected or recommended solely by independent directors**: There is no such\nrestriction in the Company’s Act or the Articles of Association of the Company. Therefore, director nominees do not have to\nbe selected by or recommended solely by Independent Directors.\n\n \n \n \n\n \n●\n\n**notice,\nquorum, all procedural requirements in respect of each EGM and the Company’s AGM**: As permitted, the Company has elected\nto follow the notice, quorum and procedural requirements in respect of each EGM and AGM stipulated in the Companies Act.\n\n \n \n \n\n \n●\n\n**adoption\nof the ESOP**: There is no requirement in the Companies Act for a share scheme to require the approval of the shareholders. The\nESOP was therefore adopted by the Board in accordance with home country practice and the Company’s\nArticles of Association.\n\n \n \n \n\n \n●\n\n**Issuance\nof Shares**: Under the Companies Act, there is no restriction on the Company’s directors from allotting shares to the non-executive\ndirectors on the terms of the Directors Services Agreements, in accordance with the powers granted to them for five years under the\nArticles of Association.\n\n \n\nTo\nthe extent we choose to follow home country practice with respect to additional corporate governance matters, our shareholders may be\nafforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. As a result of all\nof the above, our shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members\nof the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United\nStates."}