Corporate Governance
The Board of Directors
The Board of Directors currently comprises three members, two non-executive directors and one executive director. The directors have a wealth of experience in either the minerals industry or in finance.
Board Meetings
The Board ordinarily meets on a quarterly basis, providing effective leadership and overall management of the Group’s affairs through the schedule of matters reserved for its decision. This includes the approval of the budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of the financial statements. Formal agendas, papers and reports are sent to the directors in a timely manner, prior to the board meetings. The Board delegates certain of its responsibilities to the board committees which have clearly defined terms of reference. All directors have access to the advice 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 his duties.
Corporate Governance Practices
The Board is committed to maintaining high standards of corporate governance. The Listing Rules of the Financial Services Authority incorporate the Combined Code, which sets out the principles of Good Governance, and the Code of Best Practice for listed companies. Whilst the Company is not required to comply with the Combined Code, the Company’s corporate governance procedures take due regard of the principles of Good Governance set out in the Combined Code in relation to the size and the stage of development of the Group.
The Board has established an Audit Committee to provide a forum for reporting by the Company’s external auditors. The Committee is responsible for reviewing a wide range of matters, including half-year and annual results before their submission to the Board, and for monitoring the controls that are in force to ensure the integrity of information reported to shareholders. The Committee will advise the Board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discuss the nature, scope and results of the audit with the external auditors. The Committee will keep under review the cost effectiveness and the independence and objectivity of the external auditors. The members of the Audit Committee are John Conlon and John Byrne.
The Board has also established a Remuneration Committee, consisting of John Byrne and John Conlon, who also chairs the committee. The Committee is responsible for making recommendations to the Board, within agreed terms of reference, on the Company’s framework of executive remuneration and its cost. The Committee will determine the contract terms, remuneration and other benefits for the executive directors, including performance related bonus schemes, pension rights and compensation payments. The Board itself will determine the remuneration of the non-executive directors.
Internal Controls
The Board recognises the importance of both financial and non-financial controls and has reviewed the Group’s control environment and any related shortfalls during the period. Specific controls are subject to continuous review as the Group implements new systems and practices. The Group seeks to continuously assess the risks to which it is exposed and to take appropriate steps to mitigate or eliminate those risks wherever possible. The independent auditors’ responsibilities are to express an opinion on the financial statements. They review and test the systems of internal financial control and data contained in the financial statements to the extent necessary to express their audit opinion. They report their findings to the Board.
Relations with Shareholders
The Board is committed to providing effective communication with the shareholders of the Company. Significant developments are disseminated through stock exchange announcements. The Board see the annual general meeting as a forum for communication between the Company and its shareholders and encourages their participation in its agenda.
Memorandum and Articles of Association
Memorandum of Association (613 Kb)
Articles of Association (7.13 MB)
Page last updated December 20 2007 20:16:27
