The Board is responsible for setting the vision and strategy for the Company to deliver value to the Company’s shareholders by effectively putting in place its business model.
The roles and responsibility of the Chief Executive Officer, the Non-Executive Chairman and other Directors are laid out below:
- The Chief Executive Officer’s primary responsibilities are to: implement the Company’s strategy in consultation with the Board; take responsibility for new investment opportunities and existing investments; run the Company on a day-by-day basis; implement the decisions of the Board; monitor, review and manage key risks; act as the Company’s primary spokesman; communicate with external audiences such as investors, analysts and media; be responsible for the administration of all aspects of the Company; oversee the accounting function of all group companies and deal with all matters relating to the independent audit.
- The Non-Executive Chairman’s primary responsibilities are to: lead the Board and to ensure the effective working of the Board; in consultation with the Board, ensure good corporate governance and set clear expectations with regards to the Company culture, values and behaviour; set the Board’s agenda and ensure that all Directors are encouraged to participate fully in the decision-making process of the Board and take responsibility for relationships with the Company’s professional advisers and major shareholders.
- The Company’s NED’S participate in all Board level decisions and play a particular role in the determination and articulation of strategy. The Company’s NED’s provide oversight and scrutiny of the performance of the Executive Directors, whilst both constructively challenging and inspiring them, thereby ensuring the business develops, communicate and execute the agreed strategy and operate within the risk management framework.
- The Company Secretary is responsible for ensuring that Board procedures are followed and applicable rules and regulations are complied with.
The Board is supported by the audit committee, the remuneration and nominating committee and the technical committee as described below.
The Audit Committee comprises Peter Bacchus as Chairman, Al Gourley and Leslie Stephenson.
The Audit Committee reviews reports from management and from the Company’s statutory auditor (the “auditor”), relating to the interim and annual accounts and to the system of internal financial control.
The Audit Committee is responsible for assisting the Board’s oversight of the integrity of the financial statements and other financial reporting, the independence and performance of the auditor, the regulation and risk profile of the Company and the review and approval of any related party transactions. The Audit Committee may hold private sessions with management and the auditor without management present. Further, the Audit Committee is responsible for making recommendations to the Board on the appointment of the auditor and the audit fee and reviews reports from management and the auditor on the financial accounts and internal control systems used throughout the Company.
The Audit Committee meets at least two times a year and is responsible for ensuring that the Company’s financial performance is properly monitored, controlled and reported. The Audit Committee is responsible for the scope and effectiveness of the external audit and compliance by the Company with statutory and other regulatory requirements.
With respect to the auditor, the Audit Committee:
- monitors in discussion with the auditor the integrity of the financial statements of the Company, any formal announcements relating to the Company’s financial performance and reviews significant financial reporting judgements contained in them;
- reviews the Company’s internal financial controls and reviews the Company’s internal control and risk management systems;
- considers annually whether there is a need for an internal audit function and makes a recommendation to the Board;
- makes recommendations to the Board for it to put to the shareholders for their approval in the general meeting, in relation to the appointment, re-appointment and removal of the auditor and to approve the remuneration and terms of engagement of the auditor;
- reviews and monitors the auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements;
- develops and implements policy on the engagement of the auditor to supply non-audit services, taking into account relevant external guidance regarding the provision of non-audit services by the auditor; and
- reports to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken.
The Audit Committee also reviews arrangements by which the staff of the Company and the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters and ensure that arrangements are in place for the proportionate and independent investigation of such matters with appropriate follow-up action.
Where necessary, the Audit Committee obtains specialist external advice from appropriate advisers.
Remuneration and Nominating Committee
The Remuneration and Nomination Committees have been combined into one committee comprising David Reading, as Chairman, and Leslie Stephenson and Helen Pein as members.
The Committee has responsibility for considering all criteria for new Executive and Non-Executive Director appointments, material elements of remuneration policy, the remuneration and incentivisation of Executive Directors and senior management (as appropriate) and to make recommendations to the Board on the framework for executive remuneration and its cost.
The role of the Committee is to keep under review the Company’s remuneration policies to ensure that the Company attracts, retains and motivates the most qualified talent who will contribute to the long-term success of the Company. The Committee also reviews the performance of the Chief Executive Officer and sets the scale and structure of his remuneration, including the implementation of any bonus arrangements, with due regard to the interests of shareholders.
The Committee is also responsible for granting options under the Company’s share option plan and, in particular, the price per share and the application of the performance standards which may apply to any grant, ensuring in determining such remuneration packages and arrangements, due regard is given to any relevant legal requirements, the provisions and recommendations in the AIM Rules and The QCA Code.
The Committee is responsible for considering all material elements of remuneration policy, the remuneration and incentivisation of Executive Directors and senior management (as appropriate) and to make recommendations to the Board on the framework for executive remuneration and its cost. The role of the Committee is to keep under review the Company’s remuneration policies to ensure that the Company attracts, retains and motivates the most qualified talent who will contribute to the long-term success of the Company. The Committee also reviews the performance of the Chief Executive Officer and sets the scale and structure of his remuneration, including the implementation of any bonus arrangements, with due regard to the interests of shareholders.
The Committee is also responsible for granting options under the Company’s share option plan and, in particular, the price per share and the application of performance standards which may apply to any grant, ensuring in determining such remuneration packages and arrangements, due regard is given to any relevant legal requirements, the provisions and recommendations in the AIM Rules and The QCA Code.
- is responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;
- evaluates the balance of skills, knowledge, experience and diversity of the Board and, in the light of this evaluation, prepares a description of the role and capabilities required for a particular appointment;
- reviews annually the time required from the Non-Executive Directors and assesses whether each Non-Executive Director is spending enough time to fulfil their duties;
- considers and makes recommendations to the Board about the re-appointment of any Non-Executive Director at the conclusion of their specified term of office or retiring in accordance with the Company’s Articles of Association;
- determines and agrees with the Board the framework or broad policy for the remuneration of the Chief Executive Officer;
- determines targets for any performance-related pay schemes operated by the Company;
- determines the total individual remuneration package of the Chief Executive Officer and Chief Financial Officer, including bonuses, incentive payments and share options;
- ensures that contractual terms on termination and any payments made are fair to the individual, as well as the Company, and that failure is not rewarded and that the duty to mitigate loss is fully recognised;
- is aware of and advises on any major changes in employees’ benefit structures throughout the Company;
- ensures that provisions regarding disclosure, including pensions, as set out in the (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, are fulfilled;
- determines the remuneration of Non-Executive Directors; and
- is exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise on Remuneration.
The Technical Committee is comprised of David Reading, as chairman, and Helen Pein as alternate chairman.
The Technical Committee’s primary function is to assist the Board of Directors in discharging its oversight responsibilities on technical risk relating to the acquisition of new assets, including royalties, offtakes and streams.
The Technical Committee’s focus is to understand and evaluate the Company’s approach to due diligence in respect of critical project or asset risk areas, such as resource or reserve calculations, mine design, expectations as to production levels and metal recoveries, as well as operational team competence, exploration upside and ESG matters.
Meetings of the Technical Committee are held at regular intervals depending on priority and activity levels. Members of the management team attend meetings of the Technical Committee, as required, depending on their involvement with particular projects or assets being reviewed.
The Technical Committee reports to the Board in advance of any Board meeting to consider the merits of a particular project or asset.