SurfaceMine-1
Surface Mine Stage 1 – view1
SurfaceMine-2
Surface Mine Stage 1 – view2
SurfaceMine-3
Surface Mine Stage 1 – view3
SurfaceMine-4
Surface Mine Stage 1 – view4
Surface Mine Stage 1 – view5
Surface Mine Stage 1 – view5
Stage 1
Surface Mine Stage 1 – view6
Aerial view of ROM pad and Process Plant
Aerial view of ROM pad and Process Plant
Aerial view of Process Plant
Aerial view of Process Plant
ROM Pad
ROM Pad
RSI
RSI - spillway view
RSI - pond view1
RSI - pond view1
RSI - pond view2
RSI - pond view2

Latest News

19/06/2018 -- Results of AGMRead More
19/06/2018 -- Company AGM PresentationRead More
24/05/2018 -- Annual Results 2017Read More
24/05/2018 -- Notice of Annual General MeetingRead More
24/05/2018 -- Chairman's Letter to ShareholdersRead More
24/05/2018 -- Form of Proxy for AGMRead More
18/05/2018 -- Notice of Annual General MeetingRead More
10/05/2018 -- Directors ResignationsRead More
20/04/2018 -- Quarter ending 31 March 2018 operations updateRead More
16/04/2018 -- Director's Share DealingsRead More
10/04/2018 -- Director's Share DealingsRead More
27/03/2018 -- Standby FundingRead More
23/01/2018 -- Quarter ending 31 December 2017 updateRead More

CORPORATE GOVERNANCE

The Board of Directors

The Company is the subject of a Shareholders Agreement ("Agreement") dated 8 March 2011 (adopted by shareholder resolution at a General Meeting of the Company on 4 April 2011) which influences the composition of the Board and its operations, for the benefit of all shareholders and is explained below.

Pursuant to the Agreement the appointment, dismissal and conduct of Directors is regulated in accordance with the Agreement and the Articles of Association ("Articles").

The Company is currently led by a Board comprising:

  • one independent Executive Director
  • a Non-Executive Director nominated to the Board by the major shareholder MTL (Luxembourg) Sarl; and
  • a Non-Executive Director nominated to the Board by the significant shareholder Runruno Holdings Limited.

The major shareholder can nominate up to three Non-Executive Directors. Those directors nominated by shareholders are not independent but have relevant experience from which the Company can benefit.

Whilst the Company has not appointed an independent non-executive director, the Board considers that this does not detract from the impartiality of the Board in effective decision making and each of the Non-Executive Directors bring an independent judgment to bear. The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational. Any Director having a conflict of interest in relation to a particular item of business must absent himself from the Board meeting before commencement of discussion on the topic.

The Board intend to continue to assess and monitor the Company's requirements in this regard, and expect to review the situation on an ongoing basis.

The Board's role is to oversee and manage the Group as responsibly and efficiently as possible. It meets at least once every six weeks, to discuss a broad range of significant matters specifically reserved for its decision making including vision, strategy, operations performance, fund-raising and financial performance. All significant decision are made by the Directors with all Directors participating in the key areas of decision-making, including the appointment of new Directors. The Board receives timely information on all material aspects for the Group to enable it to discharge its duties. The executive Director provides an appraisal of the current status and short-term plans for operational and development activities. In addition to its schedule the Board convenes restricted agenda meetings on an 'as required' basis. Minutes of the meetings of the Directors are also circulated to the Board for approval.

All Directors are subject to the re-election provisions of the Articles, which requires one third of the Directors to retire by rotation at every annual general meeting and for each Director to offer himself for re-election at least once every three years.

The Directors have delegated some of their responsibilities to various Committees, which operate within specific terms of reference. In the event of a proposal to appoint a new Director, this would be discussed at a Board meeting, with each Director being given the opportunity to meet the candidate prior to any formal decision being taken. Due to the small size of the Company's group ("Group") no Nomination Committee has been established.

The Chair

Mr Ian R. Holzberger holds the position as Chairman of the Board of Directors of the Company and has been associated with the Company since 2007. He brings over 45 years of relevant mining experience to the Company.

The Chairman has the primary responsibility to deliver the Company's corporate governance model as decided upon by the Board. The Chair is supported by an experienced Chief Financial Officer ("CFO") for all financial related matters, and an experienced Company Secretary ("CoSec") who assists the Chairman prepare for and run effective Board meetings. The CFO and CoSec advise the Chair and the Board on financial, legal and governance developments.

The Committees of the Board

In compliance with UK best practice, the Board has established corporate governance committees with formally delegated duties and responsibilities and implemented certain policies, to ensure that:

  • the Company is led by an effective Board of Directors which is collectively responsible for the long-term success of the Company;
  • the Board and its Committees have the appropriate balance of skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively;
  • the Board establishes formal and transparent arrangements for considering how it applies corporate reporting, risk management, and internal control principles;
  • it maintains an appropriate relationship with the Company's auditors; and
  • there is a dialogue with shareholders based on a mutual understanding of objectives.

Audit Committee

The Company has established an Audit Committee comprising two Non-Executive Directors with relevant financial experience; the Chief Financial Officer attends audit committee meetings on the invitation of the members and provides additional support where required. Mr Guy Redvers Walker is the Chairman of the Audit Committee.

The Audit Committee is primarily responsible for:

  • agreeing the scope of and reviewing the results of the audit;
  • deciding auditor's remuneration and auditor independence and objectivity;
  • recommending adopting the annual and interim financial statements of the Company;
  • ensuring the financial records of the Company have been properly maintained; and
  • ensuring the financial statements comply with appropriate accounting standards to give a true and fair view of the Company's financial position and performance.

The Audit Committee may examine any matters relating to the financial affairs of the Group including but not limited to: the annual and interim financial statements and announcements, internal control procedures, accounting procedures, accounting policies.

The external Auditors have direct access to the members of the Audit Committee, without presence of the executive Directors, for independent discussions.

Remuneration Committee

The Remuneration Committee consists of Mr Ian R. Holzberger, the Chairman of the Remuneration Committee, and one Non-Executive Director, Mr Guy Redvers Walker.

The main purpose of the Remuneration Committee is to determine and agree the framework or broad policy for and approval of terms of service, remuneration and other benefits of the Executive Directors and senior officers.

The remuneration and terms and conditions of appointment of Non-Executive Directors are set by the Board.

When making remuneration decisions the members take into consideration the size and nature of the business and the importance of retaining and motivating management. The Remuneration Committee meets at least once a year and at other times as appropriate.

Share Dealing Code

The Company has adopted a share dealing code compliant with AIM Rule 21, to ensure Directors and certain employees do not abuse and do not place themselves under suspicion of abusing inside information of which they are in possession and to comply with its obligations under the Market Abuse Regulation ("MAR").

Under the share dealing code, the Company must:

  • disclose all inside information to the public as soon as possible by way of market announcement unless certain circumstances exist in which the disclosure of the inside information may be delayed;
  • keep a list of each person who is in possession of inside information relating to the Company;
  • procure that all persons discharging managerial responsibilities and certain employees are given clearance by the Company before they are allowed to trade in the Company's securities; and
  • procure that all persons discharging managerial responsibilities and persons closely associated to them notify both the Company and the Financial Conduct Authority of all trades in the Company's securities that they make.

Shareholders and Stakeholders

The Company exercises various ways to communicate with its shareholders and stakeholders and can be summarised as follows:

  • the annual general meeting
  • annual report and financial statements
  • the interim financial statements at each half-year
  • quarterly operational and financial updates
  • announcements to the public on significant transactions and events within the Group, through the Regulatory News Service
  • its website www.metalsexploration.com

Management has a strong performance record of engaging with its stakeholders and diligently undertakes this effort to strengthen and maintain these important relationships. Management is also a key stakeholder in the Group. It does not take these relationships for granted and maintains a clear focus on effective communication channels between the various parties and a current understanding of all main sensitive issues. Management regularly appraise the Board of key stakeholder issues to ensure the Board has sufficient information to consider these in its decision making; with a view to aligning the various interests with the business as best it can. Further information is available in the principal risks and uncertainties section of the Strategic Report included in the Annual Report.

The commitment to strongly held ethical values is detailed in the Community and Social Development section of the Strategic Report included in the 2017 Annual Report, and also alluded to in the Chairman's Statement. This commitment underpins the business' social licence to operate and is also embraced in the Group's exemplary Safety & Health record in operations. Further evidence of the Group's cognizance and support of these values is evidenced by having signed up to and upholding the values contained within the Equator Principles for social, environmental and responsible mining.

The Chairman, CFO and CoSec are the principal contacts for investors, fund managers, the press and other interested parties. The Company regularly meets with its large investors and institutional shareholders. During and after the Annual General Meeting, investors have the opportunity to question the Board of Directors. Shareholders who may have any queries relating to their shareholdings or to the general affairs of the Company are invited to contact the CoSec by post or email

Date on which this information was last reviewed: 25 September 2018