Corporate Governance
The Directors are aware of the 2006 FRC Combined Code applicable to listed companies. The Directors note that as an AIM company there is no requirement to adopt the Combined Code. The Directors intend to comply with its main provisions as far as is practicable having regard to the size of the Group. The board remains accountable to the Company’s shareholders for good corporate governance.
The Board of Directors
The Company supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets at least every three months and is supplied with appropriate and timely information and the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company’s expense. Training is available for new Directors and other Directors as necessary. A number of the Group’s key strategic and operational decisions are reserved exclusively for the decision of the Board.
The Board consists of one full time executive director who holds a key operational position in the Company (the Managing Director), one part-time executive director and two non-executive Directors. They bring a wide breadth of experience and knowledge to the Board table and all are independent of any business, with the exception of EMED Mining Public Limited, or other relationship which could interfere with the exercise of their independent judgment. The Board regularly reviews key business risks including the financial risks facing the Group in the operation of its business.
The Company has adopted a model code for Directors’ dealings which is appropriate for an AIM listed company. The Directors intend to comply with Rules 21 and 31 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Group’s applicable employees as well.
Board Committees
An Audit Committee, comprising two non-executive Directors, has been established by the Company. The Audit Committee is chaired by Professor Plimer and meets at least twice each year. The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on and for meeting with the Group’s auditors and reviewing their reports on the accounts and the Group’s internal controls.
The Company has in addition established a Remuneration Committee, comprising two nonexecutive Directors. The Remuneration Committee is chaired by Mr. Anagnostaras-Adams. The Remuneration Committee is responsible for reviewing the performance of the executives, setting their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant.
The Company has also established a Physical Risks Committee, comprising two non-executive Directors. The Physical Risks Committee is chaired by Mr. Anagnostaras-Adams and is responsible for reviewing the compliance with regulatory and industry standards for environmental performance and occupational health and safety of personnel and the communities affected by the Company.
Board Performance
In future the Board intends to conduct a formal process to evaluate its effectiveness and that of the Board Committees and individual Directors. Each Director’s performance will be appraised by the Chairman reflecting input from the other Directors: the senior non-executive director will appraise the Chairman’s performance on the same basis. This evaluation process will take place annually and aims to cover board dynamics, board capability, board process, board structure, corporate governance, strategic clarity and alignment and the performance of individual Directors.