Introduction

The Board of Directors of Beowulf Mining plc is accountable to shareholders for the corporate governance of the Group. It recognises the importance of sound corporate governance and observes the principles of corporate governance set out in the QCA Guidelines.

Corporate governance is a key value driver for investors and an important determinant of investment decision-making. For this reason, minority shareholders must be able to rely on appropriate corporate governance structures, risk management systems and board processes to safeguard their interests and ultimately enhance shareholder value.

Some basic safeguards that help reduce investment risk include confidence that the board and management will:

(1) release timely and reliable information about the company, so as to allow shareholders to react to changing circumstances;

(2) deliver on the stated strategy and performance targets;

(3) take decisions in the interests of all investors – in other words, without favouring insiders and controlling shareholders;

(4) ensure that holdings will not be significantly and unexpectedly diluted through non-pre-emptive issues; and

(5) guard against shareholder value being destroyed through significant transactions or material related-party transactions that investors have not had a chance to evaluate and approve.

Clearly, corporate governance alone will not make an investment attractive if the business model itself is not convincing. But all other things being positive, particularly the business acumen and experience of the management team, investor attention will turn to the calibre, expertise and integrity of the non-executive directors, and therefore their ability to oversee, challenge and advise the management in order both to drive value creation and to protect the interests of shareholders at all times.

Committees

The Company has established audit and remuneration committees.

The overall purpose of the Audit Committee is:

(1) to ensure that the Company’s management has designed and implemented an effective system of internal financial controls;

(2) to review and report on the integrity of the consolidated financial statements of the Company and related financial information; and

(3) to review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information.

In performing its duties, the Committee will maintain effective working relationships with the Board of Directors, management, and the external auditors and monitor the independence of those auditors. To perform his or her role effectively, each committee member will obtain an understanding of the responsibilities of committee membership as well as the Company’s business, operations and risks. The audit committee meets at least four times a year.

The members of the Committee are Chris Davies (Chairman) and Bevan Metcalf.

The Remuneration Committee’s role is to assist the Board of Directors to discharge its responsibilities in relation to remuneration of the Company’s executive directors, non-executive directors and senior executives including share and benefit plans and make recommendations as and when it considers it appropriate. The remuneration committee meets as and when required.

The members of the Committee are Bevan Metcalf (Chairman) and Chris Davies.

Nominations Committee

The Board has not established a Nominations Committee as the Board considers that a separately established committee is not yet necessary as its functions and responsibilities can be adequately and efficiently discharged by the Board as a whole. The Board assesses the experience, knowledge and expertise of potential Directors before any appointment is made and adheres to the principle of establishing a Board comprising Directors with a blend of skills, experience and attributes appropriate to the Group and its business. The main criterion for the appointment of Directors is an ability to add value to the Group and its business. All Directors appointed by the Board are subject to election by shareholders at the next Annual General Meeting of the Company following their appointment. The Board will review the need for a Nominations Committee as the Company evolves and one will be established if and when considered appropriate.

 

Share Dealing Code

The Group has adopted a code which establishes rules governing dealings by the directors of the Company, certain employees and persons connected with them. The directors will comply with Rule 21 of the AIM Rules for Companies relating to directors’ dealings and will take all reasonable steps to ensure compliance. The purpose of the dealing restrictions is to ensure that directors, persons connected with them and certain employees do not abuse, and do not place themselves under suspicion of abusing, price-sensitive information that they may have or be thought to have, especially in periods leading up to an announcement of results.

Anti-Bribery Policy

The Company is committed to the highest standards of personal and professional ethical behaviour. This must be reflected in every aspect of the way in which we operate. We take a zero-tolerance approach to bribery and corruption and we are committed to act professionally, fairly and with integrity in all our business dealings. Any breach of this policy will be regarded as a serious matter by the Company and is likely to result in disciplinary action and potentially the involvement of the police.

Whistleblower Policy

In order to discourage illegal activity and unethical business conduct in the Company, the Board has developed a Whistleblower Policy. It is the responsibility of all directors, officers and employees (including contract employees and consultants), to comply with the law and the Company’s policies, and to report any wrongdoing or violations or suspected violations, including those relating to accounting, internal accounting controls, questionable accounting or auditing matters, securities law, the laws and regulations of any jurisdiction in which the Company operates, in accordance with its Whistleblower Policy.