The policy of the Board is to manage the affairs of the Group using the principles of the Combined Code on Corporate Governance as best practice. This statement describes how the principles of corporate governance are applied to the group as deemed relevant and appropriate given the size and activities of the Group.
Board meetings are scheduled to take place approximately every 6 weeks and there is contact between meetings as required. The meetings are held to set and monitor strategy, review exploration and trading performance, examine acquisition possibilities and approve reports to shareholders. In addition, the Board approves the annual forecasts and any re-forecasts. Procedures are established to ensure that appropriate information is communicated to the Board in a timely manner to enable it to fulfil its duties.
Details of directors who served during the year are set out in the directors’ report. The Board is now comprised of a non-executive chairman, four executive directors and one non-executive director. There are separate roles for Chairman and Chief Executive.
The Board has established an Audit Committee, which comprises the Chairman, and CEO, Matthew Idiens. The Audit committee meets twice a year. It is responsible for meeting the auditor, reviewing the annual report and accounts before their submission to the Board, ensuring that the financial performance of the group is properly reported on and monitored, internal control and other findings of the audit, and making recommendations to the Board on the scope of the audit, the appointment of the auditor and reviewing their independence.
The Board has established a remuneration committee, which comprises the Chairman, and the executive director Clark Arnold. The remuneration committee meets twice a year and reviews the performance of the executive directors and the scale and structure of their remuneration having due regard to the interests of the shareholders. The Committee also approves the granting of share options. Clark Arnold is a member of this committee and during his time served on this committee his own remuneration has been revised but he played no part in the approval of his own remuneration package.
Audit Committee: Sir Richard Needham, Matthew Idiens
Remuneration Committee: Sir Richard Needham (Chairman), Clark Arnold