Corporate Governance
the Company is committed to applying the highest principles of corporate governance

Corporate Governance

THE QUOTED COMPANY ALLIANCE (QCA) CODE

The Directors recognise the importance of good corporate governance and have chosen to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code was developed by the QCA in consultation with a number of significant institutional small company investors, as an alternative corporate governance code applicable to AIM companies. The underlying principle of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. To see how the Company addresses the key governance principles defined in the QCA Code please refer to the table below.

Alan Clegg, Non-Executive Chairman

This disclosure was last reviewed and updated on 28 September 2018

 THE PRINCIPLES OF THE QUOTED COMPANY ALLIANCE (QCA) CODE

DELIVER GROWTH

  1. Establish a strategy and business model which promotes long-term value for shareholders

The Group’s strategy is explained fully within our Strategic Report section on pages 8 & 9 of our Report and Accounts for the year ended 31 December 2017.

  1. Seek to understand and meet shareholders’ needs and expectations 

The Group encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The Chairman and CEO talk regularly with the Group’s major shareholders and ensure that their views are communicated fully to the Board.

The Board recognizes the AGM as an important opportunity to meet its shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

Where voting decisions are not in line with the company’s recommendations, the Board will engage with those shareholders to understand and address any issues. The Company Secretary is the main point of contact for such matters.

  1. Take into account wider stakeholder and social responsibilities and their implications for long-term success

Our Stakeholders

We are committed to developing mutually beneficial partnerships with our stakeholders throughout the life cycle of our activities and operations.

Our principal stakeholders include our shareholders; employees, their families, and employee representatives; the communities in which we operate; our business partners and local and national governments.

The Company solicits feedback and queries from all stakeholder groups through its website with all feedback and queries being dealt with directly by the Board.

  1. Embed effective risk management, considering both opportunities and threats, throughout the organisation

Principal Risks and Uncertainties and Financial Risk Management on pages 3,4,11, 28 & 29 of our Report and Accounts for the year ended 31 December 2017 details risks to the business, how these are mitigated and the change in the identified risk over the last reporting period.

The Board considers risk to the business at every Board meeting. The Company formally reviews and documents the principal risks to the business at least annually.

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

  1. Maintain the board as a well- functioning, balanced team led by the chair

The Board of Directors

The Board currently comprises three members, including one Executive Director and two 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.

The Biographies of the Directors may be found on page 10 of the 2017 Annual Report and Accounts and the Directors section of the Alexander Mining plc website

Board meetings are held regularly, a minimum of quarterly and as required, 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 Company is controlled by the Board of Directors. Alan Clegg, the Non-Executive Chairman, is responsible for running the Board and Martin Rosser, the Chief Executive, has executive responsibility for running the Group’s business and implementing Group strategy.

All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors well in advance of meetings.

All Directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in the furtherance of the duties, if necessary, at the Company’s expense.

The Board comprises one Executive Director and two Non-Executive Directors. The Board considers that both Non-Executive Directors bring an independent judgement to bear notwithstanding the varying lengths of service and awards of share options.

The Board has a formal schedule of matters reserved to it and is supported by the Audit, and Remuneration Committee.

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. J Bunyan (Chairman) and Mr. A Clegg, 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. A Clegg (Chairman) and Mr. J Bunyan. Non-Executive Directors’ remuneration and conditions are considered and agreed by the Board.

The financial package for the executive director is 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.

Internal Controls

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.

  1. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

Where new Board appointments are considered the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender.

The Board’s policy is to carry out an evaluation of its performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness and the evolution of the Company.

  1. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board carries out an evaluation of its performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness.

All Directors undergo a performance evaluation annually and before being proposed for re- election to ensure that their performance is and continues to be effective, that where appropriate they maintain their independence and that they are demonstrating continued commitment to the role.

  1. Promote a corporate culture that is based on ethical values and behaviours

The Group’s core values are:

To be a good corporate citizen, demonstrating integrity in each business and community in which we operate

To be open and honest in all our dealings, while respecting commercial and personal confidentiality

To be objective, consistent and fair with all our stakeholders

To respect the dignity and wellbeing of all our stakeholders and all those with whom we are involved

To operate professionally in a performance-orientated culture and be committed to continuous improvement.

Our Stakeholders

We are committed to developing mutually beneficial partnerships with our stakeholders during our activities and operations.

Our principal stakeholders include our shareholders; employees, their families, and employee representatives; the communities in which we operate; our business partners and local and national governments.

Environmental Policy

The Group is aware of the potential impact that its operations may have on the environment. It will ensure that all of its activities and operations have the minimum adverse environmental impact possible.

The Group intends to meet or exceed international standards of excellence with regard to environmental matters. Our operations and activities will be in compliance with applicable laws and regulations. We will adopt and adhere to standards that are protective of both human health and the environment. For our managed operations, we will develop and implement closure and reclamation plans that provide for long-term environmental stability and suitable post- mining beneficial land-uses at all relevant sites.

Each employee (including contractors) will be held accountable for ensuring that those employees, equipment, facilities and resources within their area of responsibility are managed to comply with this policy and to minimise environmental risk.

Ethical Policy

The Group is committed to comply with all laws, regulations, standards and international conventions which apply to our businesses and to our relationships with our stakeholders. Where laws and regulations are non-existent or inadequate, we will maintain the highest reasonable standards appropriate.

We will in an accurate, timely and verifiable manner, consistently disclose material information about the Group and its performance. This will be readily understandable by appropriate regulators, our stakeholders and the public.

The Group complies and will continue to comply to the fullest extent with current and future anti-bribery legislation.

We will endeavour to ensure that no employee acts in a manner that would in any way contravene these principles. The Group will take the appropriate disciplinary action concerning any contravention.

Community Policy

The Group’s aim is to have a positive impact on the people, cultures and communities in which it operates. It will be respectful of local and indigenous people, their values, traditions, culture and the environment. The Group will also strive to ensure that surrounding communities are informed of, and where possible, involved in, developments which affect them, throughout the life cycle of our operations. It will undertake social investment initiatives in the areas of need where we can make a practical and meaningful contribution.

Labour Policy

The Group is committed to upholding fundamental human rights and, accordingly, we seek to ensure the implementation of fair employment practices. The Group will also commit to creating workplaces free of harassment and unfair discrimination.

Health and Safety Policy

The Group is committed to complying with all relevant occupational health and safety laws, regulations and standards. In the absence thereof, standards reflecting best practice will be adopted.

  1. Maintain governance structures and processes that are fit for purpose and support good decision- making by the board

Our Corporate Governance policies and notes on pages 9 – 12 of our Report & Accounts for the year ended 31 December 2017 details the company’s governance structures and why they are appropriate and suitable for the Company.

BUILD TRUST

  1. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

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 the AIM 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 encourages two-way communication with both its institutional and private investors and responds quickly to all queries received. The Chairman and Chief Executive talk regularly with the Group’s major shareholders and ensure that their views are communicated fully to the Board.

The Board recognises the AGM as an important opportunity to meet shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

Having due consideration earlier this year of EU General Data Protection Regulation 2016/679 (“GDPR”) and the Market Abuse Regulation (“MAR” – EU Regulation 596/2014), the Company has decided that it will not use social media for investor/public relations purposes. However, it will maintain a mailing list of shareholders and investors who have requested to be placed on a mailing list for the dissemination of RNS announcements and Company news.

 

MAR Dealing Code and Policy Document

The Company has adopted ICSA Market Abuse Regulation (MAR) Dealing code and policy document and will take proper steps to ensure compliance by the directors, employees and insiders.

Takeover legislation

The Company is subject to the City Code on Takeovers and Mergers.

    Latest News

    11 December 2018
    11 December 2018
    10 December 2018
    More News »

    Daily Copper USD 6M

    by Kitconet.com »