Corporate Governance
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 as far as is appropriate whilst considering the size and nature of the group’s business.
Composition of the Board
In light of the Company’s stage of development, the directors believe that the size of the current board comprising seven directors, three of whom are executive and four 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. All directors submit themselves for re-election annually at the Company’s annual general meeting.
Board Committees
Audit
The audit committee is 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 is chaired by James Turian and Christopher Thomas is a member. Both are non-executive directors.
Remuneration
The remuneration committee considers all matters related to the salary and benefits of the Company’s senior staff and executive directors. No director will take part in discussions concerning his own remuneration package.
The committee comprises Christopher Thomas as chairman and James Turian is a member.
Nomination
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 and so no such committee has been created.
Sustainability
The Company has constituted a sustainability committee comprising the chairman, the chief executive officer and a non-executive director, that will guide and support the actions of the board of directors with respect to sustainability related matters, particularly once the Company’s feasibility study has been issued and construction of the mine has commenced.
Shareholder communication
The board of directors aims to ensure that shareholders and investors are kept informed of all significant events and price-sensitive information.
The Company aims to promote effective communication with shareholders and encourages 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 group’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 of directors are of the opinion that it is not appropriate for there to be a separate internal control department or internal audit function at present but have implemented various procedures and internal controls to provide assurance to the board of directors that accounting and financial risks are adequately controlled.