The objective of the Company is to create value through the discovery and development of gold and high-value base metal resources. In pursuing this objective the Board has committed to the highest level of governance applicable to a Company of our size and to setting a culture that values the very highest of ethical standards in all territories in which we operate and that encourages personal and corporate integrity throughout the Group. To this end we fully support the principles set out in the UK Corporate Governance Code, as published by the Financial Reporting Council.
The Board is responsible for providing strategic direction for the Company, setting objectives and management policies and agreement on performance criteria. The Board monitors compliance with objectives and policies of the Company through monthly performance reporting, budget updates and monthly operation reviews.
Composition of the Board at 31 December 2014 was four Executive Directors; Dr. Bob Foster (CEO), Perry Ashwood (CFO), John Cole-Baker, Emma Priestley and two Non-Executive Directors, Christopher Hall (Chairman) and Peter Addison. The Board believes the present composition of the Board provides an appropriate mix to conduct the Company's affairs.
David Hall resigned from the Board on 24 October 2014 and John Cole-Baker has announced his retirement from the Board on 31 March 2015. Emma Priestley joined the Board on 28 November 2014.
Five full meetings of the Board were held in 2014. The Board delegates certain of its responsibilities to the Audit Committee of the Board and the Remuneration Committee of the Board, which have clearly defined roles and responsibilities. Due to its size the Company does not presently have a Nomination Committee.
The Board is responsible for the Group's system of internal control and for monitoring and reviewing its effectiveness. These systems are designed to manage and minimise the risk of failure rather than eliminate such risks and can only provide reasonable, and not absolute, assurance against material financial misstatement or loss.
The Board encourages a culture of integrity and openness and has established an organisational structure with clear lines of accountability and authority across its operations. The Group does not currently have an internal control function due to the small size of the administration function.
Comprehensive annual budgets are produced once a year and submitted to the Board for approval. Reviews of the annual budget are regularly undertaken in line with significant changes in the underlying operations and conditions. Such revisions are put forward to the Board for approval. Actual results and forecasts are compared to budget and reported, along with key operational results, to the Board members on a monthly basis.
The Board screens all potential exploration opportunities before any significant financial commitment is made to proceed.
The Company maintains robust procedures to ensure that related party transactions and potential conflicts of interest are identified, disclosed and managed. These procedures include the declaration by Directors on appointment of their interests in other businesses and review and confirmation is conducted during the year.
All Directors, management and staff are expected to consistently apply the highest ethical standards to their conduct to ensure that the Company's affairs and reputation are at all times maintained at the uppermost level. It does not tolerate any corrupt practices.
The Board has established a Code of Conduct incorporating the guidelines of the Bribery Act 2010 and compliance officers have been appointed with clearly defined roles of responsibility. Personnel are encouraged to be vigilant at all times and report any suspicions they may have. Implementation of the Code is monitored and contraventions are reported to the Board.
The Company has well established policies on health and safety and these are set out in the Company's Health and Safety Booklet, which is made available to all employees on joining the Group. Our philosophy is that safety must be considered in every task performed and every decision made.
We are committed to the development of our employees and we aim to provide an environment which will attract, retain and motivate people, to ensure they can maximise their potential and share in the Group's successes.
The Directors recognise the importance of building good relations with local communities situated close to the Group's operations and the Company readily contributes, where appropriate, to the development of the local infrastructure and to supporting community needs. The Employees' Handbook sets out the boundaries of acceptable business practise and the manner in which the activities of the Group are to be conducted.
We are totally committed to minimising any adverse impact of our activities on the natural environment and, as a minimum standard, to comply with any relevant legislation within the territories in which we operate. The Group adheres totally to all local environmental regulations.
The role of the Audit Committee is to provide a formal review of the effectiveness of the internal control systems, the Group's financial reports and results announcements, and the external audit process.
During the year the Audit Committee comprised Christopher Hall (Non-Executive Chairman) and Peter Addison (Non- Executive Director). The external auditors and Perry Ashwood attend by invitation when appropriate.
No internal control issues were identified during 2014.
The Board is committed to providing effective communication with the shareholders of the Company. Significant developments are disseminated through stock exchange announcements, regular updates on the Company website and via its news subscription service, which is open to anyone. The Company readily responds to enquires from shareholders and the public, and Board members regularly present at such events as the Proactive Investors Forum and Mines and Money. The Board views the Annual General Meeting as a forum for communication between the Company and its shareholders and encourages their participation in its agenda. The AGM includes a presentation of the developments of the year and future prospects.
The role of the Remuneration Committee is to provide a formal and transparent review of the remuneration of the executive directors and senior employees and to make recommendations to the Board on individual remuneration packages. This includes the award of non-contractual performance related bonuses and share options. Remuneration packages are designed to reward, motivate, retain and recruit individuals. Bonuses are only paid in recognition of performance.
During the year the Remuneration Committee comprised Christopher Hall (Non-Executive Chairman), and Peter Addison (Non-Executive Director). No Director took part in discussions concerning the determination of their own remuneration.