Governance
Our integrity and dedication to transparency enhances our policies and performance across all operational levels.
Through strong corporate governance, we maintain the trust of our stakeholders and foster commitment among our employees.
Our Policies
The Board recognizes the importance of sound corporate governance and seeks to comply with the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”). The full Corporate Governance Statement can be found by clicking below. The Board of Directors comprises three executive directors and two non-executive directors. The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities and each with written terms of reference.
The Audit Committee is composed of one non-executive director, Catherine Evans (committee chair), and one advisory board member, Andre Cohen. The Audit Committee meets at least four times annually. The committee is responsible for ensuring that the financial performance of the Company is properly reported and reviewed. Its role also includes monitoring: (i) the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), (ii) reviewing internal control and risk management systems, (iii) reviewing any changes to accounting policies, (iv) reviewing and monitoring the extent of the non-audit services undertaken by external auditors and (v) advising on the appointment of external auditors. The Audit Committee has unrestricted access to the Company’s external auditors. The Audit Committee also has responsibility for ensuring that the Company has in place the procedures, resources and controls to enable compliance with the AIM Rules and with MAR.
The Remuneration Committee is composed of one non-executive director, Catherine Evans, and one advisory board member, Dennis Thomas. It meets at least twice a year. The Remuneration Committee is responsible for determining the Company’s policy on the remuneration packages of the directors and executives. The Remuneration Committee also has responsibility for: (i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the chairman, each executive and non-executive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of the Company Secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.
The ESG & Sustainability Committee is chaired by non-executive director Catherine Evans and advisory board members Harry Kenyon-Slaney and Dennis Thomas. The Committee meets at least three times a year and provides specific oversight of risks, obligations and opportunities in the areas of:(i) Safety and the attainment of zero harm in the Group’s operations and for those affected by the Group’s operations; (ii) Health and Well-being: including the health and safety of the Group’s employees and contractors; (iii) Environment: including protection of the environment, material stewardship, long-term mine closure liabilities, management of legacy issues, water management and climate change; (iv) Social Impact Management and Socio-Economic Development: including relationships with communities, community development, human rights, resettlement, housing and indigenous peoples; (v) Socio-Political Issues: including such issues as contributions to national and local socio-economic development, permitting, long-term economic development and land access; (vi) Supply Chain: specifically local and inclusive employment and procurement, supplier assurance and the impact of procurement decisions on human health and the environment. The Committee’s responsibilities shall include oversight and review of: (i) The Group’s policies, frameworks, standards and guidelines relating to sustainability, the environment and stakeholder concerns; (ii) Management processes, resources and responses relating to sustainability incidents and compliance with ESG and sustainability policies; (iii) Risk management for assessing and managing risks falling within the scope.
The Company considers that, at this stage of its development, and given the current size of its board, it is not necessary to establish a formal nominations committee. This position will be reviewed on a regular basis by the Directors.
The Company has adopted a share dealing policy for the Board and certain employees in accordance with the provisions of MAR and the AIM Rules, and the Company will take all reasonable steps to ensure compliance by the Board and any relevant “applicable employees” (as defined in the AIM Rules) with such code.
The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.
CODE OF BUSINESS CONDUCT AND ETHICS: SUMMARY
Phoenix Copper Limited (the Company) is committed to acting at all times with the highest levels of integrity, and we expect all of our Employees, Managers and Directors (‘Covered Persons’) and external contractors to act in accordance with this commitment, including the following:
- To comply with the laws of the countr(ies) and states in which we operate, and to comply with all regulations and policies set by the Company.
- To safeguard the health, safety and wellbeing of our employees and all wider stakeholders, by ensuring a proper awareness and understanding of all health and safety requirements, including the provision and undertaking of appropriate training.
- To engage meaningfully with our community and to be a good neighbor. This includes hiring and procuring locally wherever possible.
- To conduct proper due diligence before contracting with a Third Party.
- To use all available methods to minimize our environmental impact, and to ensure that the land on which we operate is returned to meet reclamation requirements or better by the end of the mine life.
- To meet accepted sustainability standards, and to exceed them wherever possible.
- To foster an enjoyable workplace environment which encourages mutual respect and dignity, and which is free from bullying and harassment.
- To promote a culture of diversity, inclusion and equality wherever possible, including the provision of equal opportunities.
- To avoid real or perceived conflicts of interest, and to disclose conflicts of interest appropriately where they occur.
- To maintain proper records, to ensure that the Company’s accounts are a complete and accurate representation of the Company’s financial condition.
- To provide clear, accurate, complete and timely information to all legitimate recipients, including shareholders, regulatory bodies, government bodies, and to our wider stakeholders.
- To use Company assets and resources for legitimate business use only, and to ensure that they are not misused, damaged, stolen, or wasted.
- To maintain confidentiality of Company information.
- To encourage share ownership amongst our employees and directors, while adhering to all rules governing share trading in listed companies.
- To encourage individuals with concerns about questionable business practices or health and safety issues to raise these without fear of retaliation or harassment, and to support anyone who raises genuine concerns in good faith, even if they turn out to be mistaken.
- APPROVED AND ADOPTED by the Board of Directors of PHOENIX COPPER LIMITED on March 3, 2023.