Chairman’s Statement of Compliance with the QCA Corporate Governance Code.
The Board of Alba Mineral Resources plc (“Alba” or the “Company” and, together with its subsidiaries, the “Group”) is responsible for the direction and oversight of all of the Company’s activities. The Board seeks, through effective and efficient decision-making, to ensure that the Company is managed for the long-term benefit of all shareholders. Ensuring good standards of corporate governance is an important part of the Board’s role, with the twin objectives being to reduce risk and at the same time to add value to our business.
The Board adopted the Quoted Companies Alliance Corporate Governance Code (the “Code”) in line with the changes to the AIM Rules for Companies (“AIM Rules”) requiring all AIM-quoted companies to adopt and comply with a recognised corporate governance code. The Code is available at www.theqca.com. The Code sets out 10 principles that should be applied. How Alba complies with those principles currently is set out below. As required by the Code, we will provide annual updates on our compliance with the Code.
At this stage in the Company’s development, the Board does not fully comply with the principle of the Code which concerns the composition of the Board (see Principle 5). As projects and investments are advanced and as resources allow, the Board will actively seek to move towards full compliance with the Code.
The information below was last updated on 3 February 2022.
Alba owns and operates mining projects in Wales (gold), and Ireland (base metals), as well as having investments in the onshore UK oil and gas sector and in Greenroc Mining plc, a Greenland-focused exploration company also listed on AIM (LON:GROC). For further details see “Projects”.
The Board believes that the Group’s diversified asset and investment portfolio provides access to a range of assets with potential to add significant value for the Company’s shareholders in the long-term. Our strategy, where possible, is to target assets that have a production history, in stable jurisdictions, and which thereby offer real potential to be brought into commercial production.
The key challenge for the Company is identifying the most effective, including the most cost-effective, methods for progressing mineral exploration activities at our projects, with the aim being to materially advance the level of knowledge and confidence in the potential of our projects and thereby justify the committing of further resources to progress those projects rapidly through exploration and into the development phase. The expertise of the current Board and management team, and the breadth of their contacts within the natural resources sector, will assist the Company in meeting this challenge.
The Board appreciates that it is accountable to shareholders for the performance and activities of the Company and, to this end, is committed to providing effective communication with Alba shareholders. We publish all regulatory news promptly through the London Stock Exchange’s Regulatory News Service (“RNS”) and on our website and we maintain a database of shareholders and other interested parties who have subscribed via our website to receive our newsletters and updates.
The Group is also active on social media via Twitter, and the Executive Chairman regularly participates in interviews on investment channels such as Vox Markets including Q&A sessions. The Group also hold occasional investor webinars. These are usually well attended and have been an invaluable alternative to in-person events during the restrictions in place this year.
Shareholders can contact the Company via email@example.com or @AlbaMinerals on Twitter. The Board welcomes feedback from shareholders as this helps Alba to better communicate our activities and, where possible, to deal with any misconceptions in the investment market. We are constrained, however, when responding to shareholder enquiries, by the requirements of the AIM Rules, and in particular the need to avoid making selective disclosure of material information.
The Board maintains regular contact with the Company’s advisers, notably our Nominated Adviser (or “Nomad”), SPARK Advisory Partners, and our retained broker, ETX Capital, which also assists the Company in understanding of the views of shareholders and the wider investment market.
The Board acknowledges that the long-term success of the Company is reliant on the efforts of employees and contractors, suppliers and other stakeholders. As a natural resources company, we feel that we have a responsibility to engage openly, transparently and effectively with community stakeholders and local and national government agencies in the countries in which we conduct operations. The Board is keen to maintain an open dialogue and co-operation with key stakeholders as the Company seeks to advance its projects and investments. Our operations in Wales are all in accordance with all applicable planning, environmental and ecological regulations, and we work closely with SNPA and NRW on those matters. We have also attended a local council meeting near our activities in Wales, and management engages with local residents about any concerns.
The Board identifies, assesses and manages various risks in its decision-making and constantly evaluates the Company’s risk tolerance as part of its strategy as an exploration company. These range from financial and legal risks, to environmental, exploration, regulatory and management risks. The Board will also seek consultation with experts in any area where a particular risk is identified.
The financial risks to the Company are addressed in the 2020 Report and Accounts in Notes 1 and 21 to the accounts (found on our website here). This covers funding risk, credit risk, liquidity risk and market risk, all areas which are monitored closely by the Board with a focus on funding risk. Environmental and exploration risks are considered at project level and are constantly under review as project work is planned and undertaken. Some elements of regulatory risk are also project-specific and would be included within that review – local, regional and national regulations impacting on exploration activities.
Regulatory risk at a corporate level is addressed annually during production of the Company’s Report and Accounts and also at other times such as when notices are received from relevant regulatory bodies. This point is addressed further in Principle 10.
Management risks are mitigated by attracting talent and providing stability and continuity through appropriate remuneration and the awarding of long-term share options, plus a culture of openness within the team, so that all members of the management team feel comfortable in raising any risk-related issues with the Board and Chairman.
The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their adequacy and effectiveness. These internal controls are designed to safeguard the assets of the Group and ensure the reliability of financial information for both internal and external use and publication.
During the majority of the year ended 30 November 2021, the Board comprised the Executive Chairman and three Non-Executive Directors, being compliant with the Code in respect of having two independent Non-Executive Directors, Liz Henson and Lars Brunner. In September 2021 Lars Brunner stood down in order to take up a role as Non-Executive Director at Greenroc Mining plc, majority owned by Alba. The Board plans to seek a new Non-Executive Director in due course.
The Board is aware that the QCA coded advises that save in exceptional circumstances the Chairman should not also fulfil the role of Chief Executive. At this stage of the Company’s development the Board believes the combined role is merited. This is kept under regular review with a view to moving to full compliance once the Company has achieved a significant, sustained increase in its market capitalisation.
The Board has a wide range of experience directly related to the Group and its activities and its structure ensures that no one individual dominates the decision-making process. The Board also regularly seeks third-party expert advice to support its decisions.
The Board meets on an ad-hoc basis as decisions are required, with update Board meetings also held periodically. Attendance at Board meetings is recorded for subsequent publication in the Company’s Report and Accounts for the relevant period.
Each of the Directors has entered into a Service Contract or Letter of Appointment with the Company. Under the terms of these agreements, each Director has agreed to devote such time and attention as is necessary to carry out his responsibilities and duties as a director.
The Board currently consists of three Directors and, in addition, the Company employs Ben Harber of Shakespeare Martineau LLP to act as the Company Secretary. The Directors have a range of technical, commercial and professional skills and the majority have experience in the public markets. The Board also engages technical advisers whose specialism is in either mining or oil and gas and who are thereby able to assist the Board in making effective decisions in relation to the Company’s projects and investments. In 2020 a new role of Chief Operating Officer (COO) was created and filled to support the Group’s development of its mining assets.
Further information about the Directors’ experience, skills, capabilities and personal qualities is published on our website. The Directors attend industry forums and conferences, in addition to maintaining strong links within the minerals and investment communities through regular networking. The Company subscribes to minerals and mining publications for internal use and Directors are encouraged to maintain individual continuing professional education programmes in their respective disciplines.
In addition to its COO and oil and gas technical advisers (about whom further details can be found here), the Company retains the services of auditors in the UK, a Nomad, broker and solicitors (see Advisers.)
Internal evaluation of the Board and individual Directors is undertaken on an ad-hoc basis in the form of peer appraisal and discussions. A further evaluation, in the form of a questionnaire-type assessment tool will be undertaken this coming year.
Individual appraisals will be used to identify key corporate targets relevant to each Director, as well as personal targets appropriate to their role within the Company. From these reviews, the Board will determine what changes may need to be implemented to current roles and processes.
Given the current size of the Company, Board and senior management appointments are infrequent and subject to the individual being the right “fit” for the Company. The Board seeks prospective candidates via its network of contacts in the industry in the first instance and then via professional search agencies if required.
The Board recognises that it has a responsibility to set the corporate culture of the Company as a whole, and that sound and ethical behaviour will contribute to the success of Alba’s projects and reputation. The Company operates internationally and as such is mindful of local cultures and practices when planning and carrying out activities. The Board also has in place an approved anti-bribery and whistle-blowing policy. Given the size of the Company, Alba’s management remains close to the day-to-day operations and therefore better able to oversee the activities of the Company’s representatives. As the Company grows, the Board will oversee the development of guidance on the Company’s policies to be issued to new employees and contractors.
The Company has in place a share dealing policy for dealings in shares by Directors and senior employees in line with the framework set by the AIM Rules and the EU Market Abuse Regulation (“MAR”) and also requires adherence to the same by key suppliers. In addition to abiding by the AIM Rules, as Alba operates in the natural resources sector, the AIM Note for Mining and Oil and Gas companies is applicable.
Ultimate authority for all aspects of the Company’s activities rests with the Board. While the roles of Chairman and Chief Executive are not separated, the Board receives regular updates on activities both formally and informally and has unrestricted access to management and to the technical advisers of the Company. Each Board member also has access to the Company’s solicitors and any independent professional advice they might need to discharge their duties effectively.
The Executive Chairman is the leading representative of the Company, presenting the Company’s strategy to external interested parties. His responsibilities also include taking the Chair at Board Meetings and at General Meetings, where he is responsible for ensuring the appropriate supply of information. The Executive Chairman is also responsible for the development and execution of the Company’s long-term strategy, overseeing matters pertaining to the running of the Company and ensuring that the Company meets all legal requirements and corporate responsibilities. The three Non-Executive Directors do not have specific individual responsibilities or remits.
All Directors sit on the Remuneration Committee, although a director whose performance, remuneration and employment terms are due to be discussed at such a meeting shall absent himself from the discussion and not vote on any proposed terms which relate to him. The Remuneration Committee reviews the performance of the Executive Director(s) and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also considers and approves the granting of share options pursuant to the Company’s share option plan and the award of shares in lieu of bonuses pursuant to the Company’s remuneration policy.
The Audit Committee comprises Mike Nott, Liz Henson and the Group’s Head of Finance. The Executive Chairman attends the Audit Committee by invitation. The Committee meets a minimum of twice per year.
The principal duties and responsibilities of the Audit Committee include:
– Overseeing the Company’s financial reporting disclosure process; this includes the choice of appropriate accounting policies
– Monitoring the Company’s internal financial controls and assess their adequacy
– Reviewing key estimates, judgements and assumptions applied by management in preparing published financial statements
– Annually assessing the auditor’s independence and objectivity
– Making recommendations in relation to the appointment, re-appointment and removal of the company’s external auditor
Given the size of the Board, there is no separate Nominations Committee and therefore recommendations for appointments to the Board are considered by the Board as a whole.
Alba includes in its Annual Report and Accounts a Chairman’s Statement on Corporate Governance and a description of the work of Board committees where required.
For details of the various channels Alba uses for communicating with shareholders, see Principle 2 above.
The results of voting on resolutions proposed at the Company’s AGM are reported via RNS and recorded in the “News” section on the Company’s website.
In the past five years, there has been no significant level of votes cast against any resolutions put to shareholders at the Company’s AGM (where “significant” would mean at least 20 per cent of the votes cast being against a particular resolution).
Historical annual reports and half-yearly results can be accessed via the Company’s website under “Reports and Accounts”. Final results and interim results are also released via RNS and therefore also reported in the “News” section of the website.