Corporate Information

1 Country of Incorporation

The company was re-domiciled to Guernsey as a Guernsey limited company with company registration number 63449 on 12 April 2017. Its main country of operation is Kazakhstan.

 

2 Constitutional Documents

Copies of the company’s constitutional documents can be downloaded below (click to view):

Articles of Association (http://www.ferro-alloy.com/upload/static/constitutional-documents/en/Articles%20of%20Association.pdf)

Memorandum of Association (http://www.ferro-alloy.com/upload/static/constitutional-documents/en/Memorandum%20of%20incorporation.pdf)

 

3 Exchanges & Trading Platforms

The securities of Ferro-Alloy Resources are traded on the Standard List of the London Stock Exchange.

Its shares have been listed on the Kazakhstan Stock Exchange (KASE) since 26 June 2017.

 

4 Securities in Issue & Significant Shareholders

The number of fully paid shares in issue is 312,978,848. There are, in addition, 27,742,292 nil-paid shares held to the account of the Company which are being cancelled. The percentage of the Company’s shares held in public hands, excluding those held by directors and by shareholders with more than 5%, is 42%.

 

As at 28 March 2019 the company is aware of the following significant interests:

 Name

 Number of ordinary shares        

 Percentage of voting rights       

 Andrey Kuznetsov

70,184,000

22.4

 Nicholas Bridgen

64,738,800

20.7

 Citadel Equity Fund Limited      

41,913,600

13.4

 

5 Restrictions on Transfer of Securities

There are no restrictions on the transfer of Ferro-Alloy Resources shares.

 

6 Published Accounts, Reports & Admission Documents

Financial statements can be found in the Financial Reports section of the Ferro-Alloy website.

Other reports and admission documents can be found in the Investor Materials section.

 

7 Notifications made in the past 12 months

These can be found in the News & Announcements section of the Ferro-Alloy website.

 

8 Applicable Corporate Governance Code

 

General

As a consequence of the Ordinary Shares being admitted to the standard segment of the Official List, the Comply or explain requirements of the UK Corporate Governance Code, published by the Financial Reporting Council (the “Corporate Governance Code”), do not apply to the Company. The Guernsey Corporate Governance Code does not apply to the Company since the Company is not regulated by the Guernsey Financial Services Commission. However, the Board recognises the importance of good corporate governance and has implemented corporate governance practices having consideration to the recommendations and principles of the UK Corporate Governance Code and DTR 7.2 in accordance with the listing rules as far as is appropriate whilst considering the size and nature of the business.

The Board of Directors of the company is responsible for the overall corporate governance of the consolidated Group, guiding and monitoring the business and affairs of the company on behalf of the shareholders by whom they are elected and to whom they are accountable.


Composition of the Board

The number of Directors as specified in the Articles of Incorporation of the Company is a minimum of one and up to a maximum of seven. Having regard to the Company’s stage of development, the directors believe that the size of the current board comprising four directors, two of whom are executive and two are non-executive, is appropriate.  The directors intend that there will always be at least as many non-executive directors as there are executive directors.


Board Committees

The Company has created an audit committee that will be responsible for considering all financial reporting matters and ensuring that they are properly reported and monitored.  It is also responsible for the review and assessment of the independence of the external auditors and approval of any non-audit services, review of the external audit strategy and findings, assessment of whether an internal audit function is necessary considering the activities and size of the business and oversight of significant financial reporting matters. The committee it chaired by Mr James Turian and Mr Chris Thomas is a member. Mr Turian has a background in accounting, trust and management and is a director of a firm of accountants in Guernsey which the board considers to be recent and relevant experience to carry out his responsibility as chairman.

The Company has also created a remuneration committee to consider all matters related to salary and benefits of senior staff and executive directors. The remuneration of non-executive directors is a matter for the board as a whole.  No director will take part in discussions concerning his own remuneration package. Mr Chris Thomas has been appointed chairman of the committee and Mr James Turian is a member. 

The directors are of the opinion that due to the nature and size of the Company and its current board of directors, the functions often carried out by a nomination committee can be more successfully conducted by the full board of directors so no such committee has been created.


Code of conduct

The goal of establishing the Company as a significant mining and processing Company is underpinned by its core values of honesty, integrity, common sense and respect for people.

The Company desires to remain a good corporate citizen in all the jurisdictions within which it operates, and appropriately balance, protect and preserve all stakeholders’ interests.  In particular, the Company gives paramount concern to the safety of its employees and the maintenance of high environmental standards.


Shareholder communication

The Board aims to ensure that shareholders and investors have equal access to the Company’s information.

The company aims to promote effective communication with shareholders and encourage effective participation at general meetings through a policy of open disclosure to shareholders, regulatory authorities and the broader community of all material information with respect to the company’s affairs.


Internal control and risk management systems

The Company’s accounting and finance team is small and subject to close control by the executive directors.  For this reason the Audit Committee and the Board are of the opinion that it is not appropriate for there to be a separate internal control department or internal audit function but has implemented various procedures and internal controls to provide assurance to directors that accounting and financial risks are adequately controlled.  These include:

·         The preparation and regular updating of cash flow forecasts, changes to which are closely monitored by executive directors who discuss necessary changes on almost a daily basis

·         There is a Kazakhstan group finance manager, employed in a Group services company, to oversee and control the quality of financial reporting of operating companies in Kazakhstan and perform group accounting and financial roles

·         Significant contracts require approval by members of the Board

·         All Group payments must be authorized by a director and Ferro-Alloy Resources Limited has opened new banking facilities which require two directors’ signatures on all payments

·         The board of directors has formed an audit committee. 


9 Board of Directors

The Board of the company comprises two executive directors and two non-executive directors whose biographical details are as follows:

Nicholas Bridgen,  Chief Executive

Nick started his career in 1975 as a Chartered Accountant at KPMG (formerly Peat Marwick Mitchell). In 1979, he moved to the Rio Tinto Group, becoming senior group accountant in 1981. He then moved to the Business Evaluation Department for the Group in 1985 and was Group Planning Manager for the RTZ Pillar Group which held the engineering, building products and chemical companies. Nick spent 14 years with Rio Tinto. In the mid-1990s, he was finance director at Bakyrchik Gold Plc. and in 1998, Nick founded Hambledon Mining Plc which acquired the Sekisovskoye gold project, listing the company on AIM and taking the project from exploration, through construction and into a producing mine.

Since 2006, Nick has been a director and more recently, CEO of Ferro-Alloy Resources Limited. He holds a Bachelor’s degree with honours from Exeter University, is a Chartered Accountant and has also studied corporate finance at London Business School. He is a fluent Russian speaker.

 

Andrey Kuznetsov,  Director of Operations

Andrey started his career in 1981 as an industrial engineer at Kirov Engineering Plant in Almaty. After three years he became Chief of the Scientific Department in Central Committee of Youth (Comsomol).   In 1987, Andrey became general director of the Almaty NTTM “Kontakt” centre. In 1995-1996, he was the CEO of the Kazakhstan subsidiary of Alfa-Bank. Andrey has been the general director of TOO Firma Balausa since 2006. He holds a Specialist’s degree in electrical engineering from Bauman Moscow State Technical University and a PhD in informal mathematical logic. He has also studied management at Coventry University.

 

Chris Thomas,  Non-executive Director

Chris Thomas has nearly 35 years’ experience in the communications industry. He has held various high-level management positions including CEO of Proximity London from 2003 to 2006 - one of the largest direct and digital agencies in London. In 2006, Chris was appointed Chairman & CEO of BBDO and Proximity in Asia, subsequently adding the Middle East and Africa to his responsibilities. He worked with major multinational companies across the growth markets of SE Asia, China, India and Africa. In May 2015, Chris moved to New York to take up the role of CEO of BBDO in the Americas, with responsibility for 21 agencies in the U.S., Canada and Latin America. In February 2019 he stepped down from his Americas role and remains Chairman of I&S BBDO in Japan. He also served as a non-executive director on the board of Hambledon Mining from 2004 to 2011.

 

James Turian,  Non-executive Director

James started his career in 1986 and has a background in accounting, trust and management. James has previously been involved with several mining companies in Perth, Australia, including assisting Cooper Energy in their restructuring in the early 2000s. From 2000 to 2011 James owned and operated a trust company in Guernsey which he sold to concentrate on accountancy and currently is a director of “Accounts For You Limited”, a Guernsey accountancy firm. He holds several other directorships. James is a Chartered Fellow of the Securities Institute IAQ and is a Fellow of the Institute of Directors.

 

10 Directors’ Responsibilities

The Board is responsible for approving company policy and strategy. It meets on a regular basis and has a schedule of matters specifically reserved to it for decision. Management supply the Board 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 professional advice at the company’s expense.

The directors are also responsible for preparing the company’s accounts in accordance with applicable law and regulations.  Company law requires the directors to prepare accounts for each financial year and the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice. The accounts are required by law to give a true and fair view of the state of affairs of the group and of the company and of the profit or loss of the group for that period.

In preparing the company’s accounts, the directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent ; state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts ; prepare the accounts on the going concern basis unless it is inappropriate to presume that the group will continue in business The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the group and to enable them to ensure that the accounts comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Board is responsible for maintaining a strong system of internal controls to safeguard shareholders’ investment and the Group’s assets. The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the company. These controls are reviewed regularly and adjusted accordingly.

 

11 Company Advisers

Financial Advisers and Brokers

  UK

 

 

 

 

  Shard Capital Partners LLP                  

  20 Fenchurch Street

  London

  EC3M 3BY

  www.shardcapital.com

  Kazakhstan                                    

 

 

 

  Tengri Capital MB JSC

  17 Al-Farabi Avenue

  Almaty, 050059

  www.tengricap.com

 

Company Lawyers

  English Law

 

 

 

 

  Smithfield Partners Limited

  Temple Chambers

  3-7 Temple Avenue

  London

  EC4Y 0HP

  Guernsey Law

 

 

 

  Collas Crill LLP

  Glategny Court, Glategny Esplanade

  St Peter Port, Guernsey

  GY1 4EW

  Auditors (see note below)               

 

 

 

  BDO LLP

  55 Baker Street

  London

  W1U 7EU

Note: KPMG Audit LLC will continue as auditors of the Group’s operations in Kazakhstan

  Bankers

 

 

 

 

 Barclays Bank PLC

 Le Marchant House

 St Peter Port

 Guernsey

 GY1 3BE

  Registrars

 

 

 

 

 

 

 Computershare Investor Services (Guernsey) Limited

 The Pavilions,

 Bridgwater Road,

 Bristol BS99 6ZY

 United Kingdom

 www.computershare.com

 Financial Pr & Investor Relations     

 

 

 

 

 

 

 St Brides Partners Limited

 Salisbury House

 London Wall

 London

 EC2M 5QQ

 www.stbridespartners.co.uk

 Tel: +44 (0) 207 236 1177

12 Contact Details

  Company

 

 

  Tel:          +44 (0) 1481 740335

  Email:      info@ferro-alloy.com

  Website:   www.ferro-alloy.com

  St brides Partners

 

 

  www.stbridespartners.co.uk 

  Catherine@stbridespartners.co.uk        

  Tel: +44 (0) 207 236 1177

  Shard Capital Partners LLP          

 

 

  Tel:  +44 207 186 9948

  www.shardcapital.com

  wang.chong@shardcapital.com

  Tengri Capital MB JSC

 

 

  Tel:          +7 (727) 311 0550

  Email:      info@ferro-alloy.com

  Website:   www.tengricap.com