The Company

Corporate Governance

INTRODUCTION

The Company has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code. details of how the company complies with this are set out in the Corporate Governance Report in the Group Annual Report and Financial Statements, which contains an introduction from the Chairman, commentary on the 10 principles of the QCA Corporate Governance Code, as well as reports from the Audit & Risk and Remuneration & Nomination Committees

DIRECTORS

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.

Robert Wooldridge, the Non-executive Chairman, is responsible for the running of the Board and Bernard Aylward, the Chief Executive Officer, has executive responsibility for running the Company’s operational activities. Bernard Aylward and Robert Wooldridge take responsibility for the Company’s liaison with shareholders. At year-end Charles Joseland provides additional input into the audit process, reviewing financial forecasts, judgments and estimates, accounts disclosure and liaising with the auditors.

RELATIONS WITH SHAREHOLDERS

The Company values the views of its shareholders and recognises their interest in the Group’s strategy and performance. The Board is committed to communicating openly and regularly with both its private and institutional shareholders to ensure that its strategy and performance are understood. Significant developments are disseminated through RNS announcements which are then made available on the Company’s website. The Company communicates regularly with private shareholders through investor evenings and similar events; audio and video interviews; periodic webcast Question & Answer sessions. The Company’s website also contains its latest corporate presentations and interview recordings.

Kodal has an active and effective investor relations programme which includes regular institutional road-shows to meet shareholders and potential shareholders. It also meets its corporate brokers and other research analysts to assist them in preparing and publishing their research on the Company. These promotional and marketing activities are co-ordinated by its corporate broker and financial PR advisers.

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 outcomes of all votes are included in the Corporate Documents section of the website, together with copies of historical Annual Reports & Accounts, and notices of General Meetings over the last five years.

WIDER STAKEHOLDERS AND SOCIAL RESPONSIBILITIES

The Board believes that long-term success requires good relations with a range of different stakeholder groups both internal and external. The board has identified Kodal’s stakeholders to include employees and consultants working for the Company, the local communities in Mali and Cote d’Ivoire in which it operates, local governments, suppliers, customers and partners.

The Company’s CEO, Project Manager and Country Manager in Mali regularly visit the locations in which Kodal operates and meets with these stakeholders in order to gain their feedback on the company’s operations. Any concerns raised are communicated to the Board for further consideration.

A key part of Kodal’s business model is assessing the impact that the company’s business activities will have on the host communities and environment in which it operates. As part of its application for a mining licence at Bougouni, the Company has recently carried out an Environmental and Social Impact Assessment (ESIA) engaging with and responding to comments from officials of the departments of Geology & Mines, Forestry & Water, Heritage & Culture, as well as the local community as a whole.

The Company is also committed to ensuring the safety of its workers on site and has strict health and safety policies which it firmly enforces.

GOVERNANCE AND INTERNAL CONTROL

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. Matters reserved for the Board are in the Corporate Documents section of the website.

The Audit and Risk Committee comprises Charles Joseland (chair) and 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 Committee’s Terms of Reference are included in the Corporate Documents section of the website.

The Remuneration Committee performs both remuneration and nomination functions and comprises Robert Wooldridge (chair), Charles Joseland and Qingtao Zeng. 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 Committee’s Terms of Reference are included in the Corporate Documents section of the website.

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.

ETHICAL VALUES AND BEHAVIOURS

As a small company the Board’s and senior management’s actions and attitude have a strong impact on the culture of our organisation. The Board believes that it has established a culture of responsible and ethical behaviour which it follows and which it believes has been successfully transmitted to its employees overseas. Foremost amongst these are its focus on:

  • The health and safety of its workers and consultants;
  • An awareness of the environmental and social impact of its operations on the local communities and efforts to mitigate and minimise them;
  • contributing to the overall development of the local communities in which it operates;
  • conducting honest and transparent dealings with employees, consultants and suppliers; and
  • adopting a zero tolerance to bribery.

At this stage of its development, Kodal has only approximately five non-Board employees all of whom are based at its offices in Mali and Cote d’Ivoire. There is near daily contact with these offices and regular visits by the CEO. This enables the Board to monitor employees’ conduct and behaviour to ensure that the Company’s ethical values and standards are recognised and respected, and appropriate action taken where necessary.

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.

DIVIDEND POLICY

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.

Information last updated 25 September 2020.