The Board intends that, so far as is relevant for a group of its size and stage of development, it will continue to maintain best practice governance. The Board has established appropriately constituted Audit and Remuneration Committees with formally delegated responsibilities.
The Board of Directors
The Board of Directors currently comprises six members, including two executive directors and four non-executive directors. The Board has a wealth of both corporate finance and mining experience, from exploration, development and through to production. The structure of the Board ensures that no one individual or group dominates the decision making process.
Board meetings are held regularly to provide effective leadership and overall management of the Group’s affairs through the schedule of matters reserved for Board decisions. This includes the approval of the budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of financial statements. All directors have access to the advice and services of the Company’s solicitors and the Company Secretary, who is responsible for ensuring that all Board procedures are followed. Any director may take independent professional advice at the Company’s expense in the furtherance of their duties.
The Audit Committee
The Audit Committee, which meets not less than twice a year, considers the Group’s financial reporting (including accounting policies) and internal financial controls. The Audit Committee, which comprises Mr E Morfett (Chairman) and Mr R Davey, receives reports from management and the external auditor to enable it to fulfil its responsibility for ensuring that the financial performance of the Group is properly monitored and reported on. In addition, it keeps under review the scope, cost and results of the external audit, and the independence and objectivity of the external auditor.
The Remuneration Committee
The Remuneration Committee, which meets when necessary, is responsible for making recommendations to the Board on directors’ and senior executives’ remuneration. The Committee comprises Mr R Davey (Chairman) and Mr J Bunyan. Non-executive directors’ remuneration and conditions are considered and agreed by the Board.
Financial packages for executive directors are established by reference to those prevailing in the employment market for executives of equivalent status both in terms of level of responsibility of the position and their achievement of recognised job qualifications and skills. The Committee will also have regard to the terms which may be required to attract the equivalent experienced executive to join the Board from another company.
The directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group and to ensure the reliability of financial information for both internal use and external publication. Whilst the directors acknowledge that no internal control system can provide absolute assurance against material misstatement or loss, they have reviewed the controls that are in place and are taking the appropriate action to ensure that the systems continue to develop in accordance with the growth of the Group.
Relations with Shareholders
The Board attaches great importance to maintaining good relations with its shareholders. Extensive information about the Group’s activities is included in the Annual Report and Accounts and Interim Reports, which are sent to all shareholders. Market sensitive information is regularly released to all shareholders concurrently in accordance with stock exchange rules. The Annual General Meeting provides an opportunity for all shareholders to communicate with and to question the Board on any aspect of the Group’s activities. The Company maintains a corporate website where information on the Group is regularly updated and all announcements are posted as they are released. The Company welcomes communication from both its private and institutional shareholders.
The Company has adopted a share dealing code for directors and relevant employees in accordance with the Rules of the Alternative Investment Market (“AIM”) of the London Stock Exchange and will take proper steps to ensure compliance by the directors and those employees.
The Company is subject to the City Code on Takeovers and Mergers.