While not mandatory for an AIM company, the Directors take due regard, where practical for a company of this size and nature, of certain provisions of the principles of good governance and code of best practices under the UK Corporate Governance Code. The disclosures presented herein are limited and are not intended to constitute a corporate governance statement.
The Company supports the concept of an effective board leading and controlling the Group. The Board is responsible for approving Group policy and strategy. It meets on a regular basis and has a schedule of matters specifically reserved for decision. Procedures are in place for operational management to supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary.
The Non-Executive Chairman of the Board is Robert Wooldridge.
RELATIONS WITH SHAREHOLDERS
The Company values the views of its shareholders and recognises their interest in the Group’s strategy and performance. The Annual General Meeting will be used to communicate with private investors and they are encouraged to participate. The Directors will be available to answer questions. Separate resolutions will be proposed on each issue so that they can be given proper consideration and there will be a resolution to approve the annual report and accounts.
The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investments and the Group’s assets and for reviewing its effectiveness. The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.
The Audit and Risk Committee comprises Robert Wooldridge and Bernard Aylward and is chaired by Robert Wooldridge. It meets at least twice a year to consider the integrity of the financial statements of the Group, including its annual and interim accounts, the effectiveness of the Group’s internal controls and risk management systems, auditor reports, and terms of appointment and remuneration for the auditors.
The Remuneration Committee performs both remuneration and nomination functions and comprises Robert Wooldridge and Luke Bryan and is chaired by Robert Wooldridge. It meets as and when required. The purpose of the remuneration function is to ensure that the executive directors are fairly rewarded for their individual contributions to the overall performance of the Group, to determine all elements of the remuneration of the executive directors and to demonstrate to the Group’s shareholders that the remuneration of the executive directors is set by a Board committee whose members have no personal interest in the outcome of the committee’s decision and who will have appropriate regard to the interests of the shareholders.
The purpose of the nomination function is to identify and nominate new directors to the Board as considered necessary.
The Board has considered the need for an internal audit function but has decided the size and complexity of the Group do not justify it at present. However, it will keep this decision under annual review.
AUDIT AND RISK COMMITTEE
An audit and risk committee was established on Admission. The audit and risk committee comprises Robert Wooldridge and Bernard Aylward and is chaired by Robert Wooldridge. The committee receives and reviews reports from management and from the auditor relating to the interim and annual accounts and to internal controls and risk management systems. The audit and risk committee is responsible for meeting regularly with the auditor, making recommendations to the Board on the appointment of the auditor and for approving the terms of engagement and remuneration of the auditor.
The audit and risk committee reviews reports from management and the Company’s auditor on the financial accounts and internal control and risk management systems used throughout the Enlarged Group. The audit and risk committee also monitors the Company’s procedures for detecting and preventing bribery and fraud and compliance with the AIM Rules and liaises with the Company’s Nominated Adviser when appropriate.
REMUNERATION AND NOMINATION COMMITTEE
A remuneration and nomination committee was established on Admission. The Remuneration and Nomination Committee performs both remuneration and nomination functions and comprises Robert Wooldridge and Luke Bryan and is chaired by Robert Wooldridge.
The purpose of the remuneration function is to ensure that the executive directors are fairly rewarded for their individual contributions to the overall performance of the Company, to determine all elements of the remuneration of the executive directors and to demonstrate to the Company’s shareholders that the remuneration of the executive directors is set by a Board committee whose members have no personal interest in the outcome of the committee’s decision and who will have appropriate regard to the interests of the shareholders.
The role of the remuneration committee will be to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s directors and such other members of the executive management of the Enlarged Group as the remuneration committee considers appropriate. This will be done within the terms of the agreed policy and in consultation with the Chairman as appropriate, to determine the total individual remuneration package of each Executive Director and other senior executives including bonuses, incentive payments and share options or other share awards, in all cases with due regard to the interests of Shareholders.
The remuneration committee will also be responsible for reviewing the design of all share incentive plans for approval by the Board and, if required, Shareholders. For any such plans, the remuneration committee will determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to Executive Directors and other senior executives and the performance targets to be used. In determining such remuneration packages and arrangements, due regard is given to any relevant legal requirements, the provisions and recommendations in the AIM Rules and the QCA Code.
The purpose of the nomination function is to provide for a formal, rigorous and transparent procedure for the appointment of new directors to the board and to make recommendations to the board on the proposed appointment of new directors to the board, so as to ensure that the Company is be headed by an effective board which is collectively responsible for the long-term success of the Company.
The role of the nomination committee is to regularly review the structure, size and composition (including the skills, knowledge and experience) required of the board compared to its current position and make recommendations to the board with regard to any changes.
The nomination committee also gives consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company, and what skills and expertise are therefore needed on the board in the future.
The nomination committee is responsible for identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise.
BRIBERY ACT 2010
The government of the United Kingdom has issued guidelines setting out appropriate procedures for companies to follow to ensure that they are compliant with the UK Bribery Act 2010. The Company has conducted a risk review into its operational procedures to consider the impact of the Bribery Act 2010 and has drafted and implemented an anti-bribery policy as adopted by the Board.
As the Company is a mineral exploration and development company and its assets are not yet cash generative, the Directors do not anticipate paying dividends for the foreseeable future. The Directors recognise the importance of dividends to investors and, as the Group’s business matures, will keep under review the possibility of paying dividends.
It is intended that any declaration and payment of future dividends by the Company and the quantum thereof will be dependent upon the Group’s results, financial position, cash requirements, future prospects, profits available for distribution and other factors deemed by the Board to be relevant at the time.
DISCLOSURE AND TRANSPARENCY RULES
As a company incorporated in England and Wales, Shareholders are obliged to disclose their interests in the Company in accordance with, the relevant provisions of Chapter 5 of the Disclosure and Transparency Rules.