The Board recognises 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 three 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 comprises Andre Cohen, who chairs it, and Roger Turner. The Audit Committee meets at least four times a year and otherwise as required.
It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role 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 comprises Andre Cohen, who chairs it, Dennis Thomas and Roger Turner. It meets not less than twice a year and at such other times as required. The quorum necessary for the transaction of business is two members, one of whom must be a non executive director.
The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors, the Company secretary and other senior 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.
ESG & Sustainability Committee
The ESG & Sustainability Committee comprises Catherine Evans, who chairs it, Roger Turner, Harry Kenyon-Slaney and Dennis Thomas. The Committee meets three times a year and other times as required.
The Committee 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 Wellbeing: including occupational hygiene, community health, and the health and wellbeing 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 of the Committee; (iv) The reporting procedures both internally and externally in relation to the Group’s ESG and sustainability programmes.
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.
Share Dealing Policy
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.
Anti-Bribery and Corruption Policy
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.