The Board considers the Corporate Governance Code 2018, published by the Quoted Companies Alliance (the “QCA Code”), to be the most suitable corporate governance code for the Company. The Company has adopted the QCA Code and the Principles which it contains. The QCA Code’s 10 Principles and an explanation of how these are complied with by the Company are set out after this overview.
Christopher Latilla-Campbell and Christian Schaffalitzky de Muckadell are non-executive directors but neither are considered independent in view of their shareholdings and the receipt by them of equity based compensation.
The Board is collectively responsible to shareholders for the success of the Group. The Board is responsible for the management of the business of the Company, setting the strategic direction of the Company, establishing the policies of the Company and appraising the making of all material investments.
It is also the Board’s responsibility to oversee the financial position of the Company and to monitor the business and affairs of the Company on behalf of the shareholders, to whom the directors are accountable. The primary duty of the Board will be to act in the best interests of the Company at all times. The Board will also address issues relating to internal control and the Company’s approach to risk management. To this end, the Company has established an audit committee of the Board (the “Audit Committee”) with formally delegated duties and responsibilities.
The Audit Committee, which comprises Christopher Latilla-Campbell as chairman and Christian Schaffalitzky de Muckadell will meet at least twice a year. The Audit Committee will be responsible for the Company’s internal controls and ensuring that the financial performance of the Group is properly measured and reported. In addition, the Audit Committee will receive and review reports from management and the auditors relating to the interim report, the annual report and accounts and the internal control systems of the Company.
The Audit Committee will also make recommendations to the Board on the appointment of auditors and the audit fee.
The Company has also established a remuneration committee of the Board (the “Remuneration Committee”) with formally delegated duties and responsibilities.
The Remuneration Committee which comprises Christian Schaffalitzky de Muckadell as chairman and Christopher Latilla-Campbell will meet at least once a year. The Remuneration Committee will be responsible for reviewing, determining and recommending to the Board the future policy for the remuneration of the directors. The Remuneration Committee will consider base fees, salaries and incentive entitlements and awards and, where appropriate, pension arrangements. The aggregate remuneration of the directors is limited by the Company’s Articles of Association and this aggregate amount can only be changed by the Company in General Meeting.
The Board has adopted a share dealing code (the “Share Dealing Code”) regulating trading in the Company’s shares for the Directors and other persons discharging managerial responsibilities (and their persons closely associated) which contains provisions appropriate for a company whose shares are listed on the Official List and admitted to trading on the Main Market for listed securities of the London Stock Exchange (particularly relating to dealing during closed periods which will be in line with the Market Abuse Regulation). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of the Share Dealing Code.
The Board currently comprises four directors of which two are non-executive and two are executive. The Board as a whole believes that its current composition provides an appropriate level of balance in the Board and the Company’s management.
QCA CODE AND COMPANY COMPLIANCE
The QCA Code, which the Company has adopted, contains 10 Principles which are set out below together with an explanation of how the Company applies each Principle.
The Board is committed to maintaining good communications with its shareholders and with investors with a view to understanding their needs and expectations. The Board and, in particular, the Chairman and Chief Executive Officer, maintain close contact with many of the shareholders.
All shareholders are encouraged to attend the Company’s Annual General Meetings where they can meet and directly communicate with the Board. Shareholders and investors are also able to meet with members of the Board at investor presentations and investor shows where the Company may be attending as a presenter or an exhibitor and where up to date corporate presentations may be made after which members of the Board are available to answer questions from shareholders and investors.
The Company publishes an Annual Report and Accounts and an Interim Results Announcement both of which are posted to the Company’s website. The Annual Report and Accounts provide shareholders and investors with details of the Company’s Financial Statements for the financial year or period under review together with the Strategic and Directors’ Reports and other reports.
The Company also provides regular regulatory announcements and business updates through the Regulatory News Service (RNS) and copies of such announcements are posted to the Company’s website. The Company also provides information and topics for discussion through social media channels.
Shareholders and investors also have access to information on the Group through the Company’s website, www.metalnrg.com, which is updated on a regular basis and which also includes the latest corporate presentation on the Group.
The Board recognises that the long-term success of the Group is reliant on the efforts and participation of its staff, partners, contractors, suppliers, advisers, and other stakeholders. The Board maintains close contact and liaison with these important relationships.
The Board is very aware of the significance of social, environmental and ethical matters affecting the business of the Group.
The Company will engage positively and seek to develop close relationships with local communities, regulatory authorities and stakeholders which are in close proximity to or connected with its overseas operations and where appropriate the Board will take steps to safeguard the interests of such stakeholders.
The Board plans, in due course, to adopt appropriate environmental and corporate responsibility policies to ensure that the Group’s activities have minimal environmental impact on the local environment and communities close to the Group’s projects.
Mining exploration, evaluation and development generally carry high levels of risk and the Board recognises that the principal risks and uncertainties facing the Group at this stage in relation to its projects are inherently high.
The Board regularly reviews its business strategy and in particular identifies and evaluates the risks and uncertainties which the Group is or may be exposed to. As a result of such reviews, the Board will take steps to manage risks or seek to remove or reduce the Group’s exposure to them as much as possible. The risks and uncertainties to which the Group is exposed at present and in the foreseeable future are detailed in Risks and Uncertainties in the Strategic Report of the Company’s Annual Report & Accounts together with risk mitigation strategies employed by the Board.
Christopher Latilla-Campbell, the non-executive Chairman, leads the Board and is responsible for the effective performance of the Board through control of the Board’s agendas and the running of its meetings at which through the review of management reports and discussion of the Group’s performance can be regularly monitored. Christopher Latilla-Campbell, in his capacity as non-executive Chairman, also has overall responsibility for the corporate governance of the Company. The day to day running of the Group is delegated to Rolf Gerritsen, the Chief Executive Officer.
The Board holds Board meetings periodically, and at least four times a year, as issues arise which require the attention of the Board. Prior to such meetings, the Board’s members receive an appropriate agenda and relevant information and reports for consideration on all significant strategic, operational and financial matters and other business and investment matters which may be discussed and considered.
The Board is supported by the Audit and Remuneration Committees, details of which are set out above.
In accordance with the Company’s current Articles of Association, one third of the Board is required to retire each year at the Company’s Annual General Meeting and any such retiring director may offer himself for re-election.
At the Annual General Meeting to be held on 25 June 2021, a resolution will be proposed for the adoption of new Articles of Association in place of the Company’s current Articles of Association. Included in the new Articles of Association are new provisions for the re-election of directors whereby, from the Company’s Annual General Meeting in 2022, all directors will be subject to annual re-election.
The Directors have a wide range of skills and experience which cover sector, technical, financial, operational and public markets areas which are relevant to the management of the Group’s business.
Details of the current Board of Directors’ biographies are set out on in the Directors section of the Company’s website, www.metalnrg.com.
The Board regularly reviews its structure and whether it has the right mix of relevant skills and experience for the effective management of the Group’s business. The Board considers that the current balance of sector, technical, financial, operational and public markets skills and experience which its directors have is appropriate for the current size and stage of development of the Company.
The Directors maintain their skills through membership of various professional bodies, attendance at mining conferences and seminars and through their various external appointments.
All Directors have access to the Company Secretary, City Group PLC, which is responsible for ensuring that Board procedures and applicable rules and regulations are observed and relevant corporate and regulatory information is provided to the Directors.
In the Autumn of 2019, the Board considered the appointment of an executive to provide the Board with relevant experience, expertise and support in connection with a new business opportunity in the oil and gas sector. On 29 November 2019, the Board approved the appointment of Pierpaolo Rocco as an executive Director to head up a new oil and gas division for the Group.
The Board’s performance as a whole is reviewed and considered in the light of the progress and achievements against the Group’s long-term strategy and its strategic objectives. This progress is regularly reviewed in Board meetings and the structure, size and composition of the Board are also considered.
The Board evaluates its own performance, and in due course will evaluate the performance of its committees, through the completion and review of questionnaires. All Directors are encouraged to maintain personal continuing professional education programmes and all Directors are entitled to receive relevant and appropriate training if required.
The Company has established corporate governance arrangements which the Board believes are appropriate for the current size and stage of development of the Company.
The Company has adopted a number of policies applicable to directors, officers and employees and, in some cases, to suppliers and contractors as well, which, in addition to the Company’s corporate governance arrangements set out above, are designed to provide the Company with a positive corporate culture that understands and meets shareholder and stakeholder needs and expectations whilst delivering long-term value for shareholders. The Company’s policies include a Share Dealing Policy; an Insider Dealing and Market Abuse Policy, an Anti-Bribery and Corruption Policy, a Whistleblowing Policy, a Social Media Policy and the Company’s Code of Conduct;
The Board recognises that its mineral exploration and development activities can have an impact on the local environment and communities in close proximity to its operations. The Company seeks to engage positively and to develop close relationships with local communities, regulatory authorities and stakeholders which are in close proximity to or connected with its operations and where appropriate the Board will take steps to safeguard the interests of such stakeholders.
Whilst the Board has overall responsibility for all aspects of the business, Christopher Latilla-Campbell, the non-executive Chairman, is responsible for overseeing the running of the Board and ensuring that Board focuses on and agrees the Group’s long-term direction and its business strategy and reviews and monitors the general performance of the Group in implementing its strategic objectives and its achievements. Key operational and financial decisions are reserved for the Board through quarterly project reviews, annual budgets, and quarterly budget and cash-flow forecasts and on an ad hoc basis where required.
As non-executive Chairman, Christopher Latilla-Campbell has overall responsibility for corporate governance matters in the Group. Christopher Latilla-Campbell and Christian Schaffalitzky de Muckadell, the Company’s two non-executive Directors, are responsible for bringing independent and objective judgment to Board decisions.
The Board has established Audit and Remuneration Committees with formally delegated duties and responsibilities. Further details of these committees are set out above.
Rolf Gerritsen, the Chief Executive Officer, has the responsibility for implementing the strategy of the Board and managing the business activities of the Group on a day-to-day basis.
City Group PLC, the Company Secretary, is responsible for ensuring that Board procedures are followed, and applicable rules and regulations are complied with.
This Corporate Governance Statement will be reviewed at least annually to ensure that the Company’s corporate governance framework evolves in line with the Company’s strategy and business plan.
The Company is committed to maintaining good communication with its shareholders, the Company’s key stakeholder group. Members of the Board regularly communicate with, and encourage feedback from, its shareholders. The Company’s website is regularly updated and users, including shareholders, can contact the Company using the contact details on the Company’s website, www.metalnrg.com, should stakeholders wish to make enquiries of management.
The Group’s financial reports, its Annual Report and Accounts and Interim Results Announcements, can be found in the Investors section of the Company’s website, www.metalnrg.com
Notices of Annual and other General Meetings are posted to shareholders and copies for the past four years are available on the Company’s website, www.metalnrg.com.
The results of voting on all resolutions in future Annual and General Meetings will be posted to the Company’s website, including any actions to be taken as a result of resolutions for which votes against have been received from 20 per cent or more of independent votes cast.