Corporate Governance

Corporate Governance

The Board recognises the importance of sound corporate governance commensurate with the size of the Company and the interests of shareholders. The Company is not required to comply with the Combined Code on Corporate Governance issued by the Financial Reporting Council. However as the Company grows, the Directors intend that it should develop policies and procedures which reflect the Combined Code so far as is practicable, taking into account the size and nature of the Company.

The Board of Directors

The Board of Directors currently comprises six members, two executive directors and two non-executive directors including the Executive Chairman, Mr John Newton. The Directors have significant experience in the evaluation, acquisition and development of mineral and energy resource projects and the management of such investments, quoted and unquoted, both in the UK and overseas.

Board Meetings

The Board will meet as and when required and ordinarily meets every two months, to provide effective leadership and overall management of the Company’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 terms of reference as listed below. All Directors have access to the advice of 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 Company has adopted a Share Dealing Code that applies to Directors, senior management and any employee who is in possession of ’inside information’. All such persons are prohibited from trading in the Company’s securities if they are in possession of ’inside information’.

The Board has established a Remuneration Committee, Audit Committee and Nominations Committee. The Remuneration Committee is made up of Susan Wickerson and Mark Nichols and is responsible for reviewing the performance of the executive directors and for setting the framework and broad policy for scale and structure of their remuneration taking into account all factors which it shall deem necessary. The Remuneration Committee will also determine allocations of share options and is responsible for setting any performance criteria in relation to the exercise of options granted under any share option schemes adopted by the Company. The Audit Committee is made up of Susan Wickerson and Mark Nichols and monitors the integrity of the Company’s annual and interim financial statements. The committee also monitors and reviews the effectiveness of the management and the external auditors on accounting and internal control matters and recommends the appointment of, and reviews the fees of, the external auditors. The Nominations Committee is made up of Andy Morrison and Susan Wickerson and has responsibility for identifying, evaluating and recommending candidates to join the Board and make recommendations on Board composition and balance.