Corporate
Governance

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 9 May 2024.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

Alba owns and operates mining projects in Wales (gold), as well as having investments in Greenroc Mining plc, a Greenland-focused exploration company also listed on AIM (LON:GROC), and in the onshore UK oil and gas sector. For further details see “Projects”.

The Board believes that the Group’s strong 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 history of production or advance exploration in stable jurisdictions, and which thereby offer real potential to be brought into commercial production. At the same time, The Group will also continue to pursue earlier stage opportunities which fit within its overall portfolio or strategic outlook, whether from a geographic or a commodity perspective.

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. Our aim is to materially advance the level of knowledge and confidence in the potential of our projects in order to support committing 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.

Principle 2: Seek to understand and meet shareholders’ needs and expectations

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 all shareholders and other interested parties can subscribe to automatic RNS updates via our website.

The Group is also active on social media via Twitter, and the Executive Chairman regularly participates in interviews on investment channels including Q&A sessions. The Group also holds occasional investor webinars. These are usually well attended and have been an invaluable alternative to in-person events since Covid-19 emerged.

Shareholders can contact the Company via info@albamineralresources.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, CMC Markets, which also assists the Company in understanding of the views of shareholders and the wider investment market.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

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 the NWMWPS, SNPA and NRW on those matters. We have sponsor local charities and  community events near our activities in Wales, and have held open days near our site to engage with local residents.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

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 2022 Report and Accounts in Notes 1 and 22 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.

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.

Principle 5: Maintaining the Board as a well-functioning, balanced team led by the Chair

During the year ended 30 November 2022, the Board comprised the Executive Chairman and two Non-Executive Directors, Elizabeth Henson (independent) and Mike Nott, who is not considered to be independent.

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.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

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. The Group employs a COO and CFO.

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, CFO 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.)

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

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 is undertaken annually.

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.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

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 Group 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.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

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 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 CFO. The Executive Chairman attends the Audit Committee by invitation. The Committee meets a minimum of twice per year in order to consider matters within its remit.

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.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

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. 

Section 172(1) Statement

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

Addressing individually the requirements of s172, Directors are to:

• Consider the likely consequences of any decision in the long term,

Alba’s stated activities are exploration and development. The nature of such activities requires a long-term perspective as it may take several years’ work on a project to bring it to the point of crystallising value. In the evaluation of projects, both those in the portfolio and those identified as prospects for the Company, the Company always considers the long-term potential of the project.

• Act fairly between the members of the Company,

The Company does not differentiate between members in terms of access to information – all information is shared via the regulatory news service as required by AIM and any other communications are via public channels such as X/Twitter, YouTube and LinkedIn.

In respect of acting fairly between members, the Directors note that equity financings are typically managed by the Company’s appointed corporate brokers who are responsible for book-building on each private placement undertaken for the Company.  As a junior resource company, it is prohibitively expensive to undertake rights issues whereby all existing shareholders are given the opportunity to participate in an equity financing, which is why the Company expects to undertake future equity financings by way of private placements. 

In July 2023, alongside a private placing the Company offered existing shareholders and other investors who did not have the opportunity to participate in the Placing to do so by putting in place a broker option allowing subscriptions up to a certain value on the same terms and conditions as the Placing, with priority given to existing shareholders of the Company (a “Broker Option”). The Company intends to offer this option again in the future, subject to agreement with its brokers.

• Maintain a reputation for high standards of business conduct,

The Directors are committed to high standards of business conduct and promotes these via policies and procedures such as its anti-bribery and whistle-blowing policy, and a share dealing policy for dealings in shares by Directors and senior employees and requiring adherence to the same by key suppliers.

• Consider the interests of the Company’s employees,

As a small Company, Alba does not have a large workforce other than the Board and management personnel and a geological team under the leadership of its COO. All employees have direct access to senior management. The Company demonstrates consideration of the interests of the team by enforcing safe working practices on sites, giving employees a range of opportunities for career development and offering competitive remuneration and flexibility in working arrangements.

• Foster the Company’s relationships with suppliers, customers and others, and
• Consider the impact of the Company’s operations on the community and the environment.

The Company endeavours to use suppliers and services local to the projects where possible. It maintains a manned office in Wales near the licence areas and engages with the local community via open days, school visits, dual language communications and visits to local landowners. The Company has also sponsored signage at a local football club in North Wales, donates to a local charity offering riding for the disabled and supports community events. The local MP and local Member of the Senedd have visited the projects.

The Company also works with other stakeholders such as regulatory and environmental bodies and The Crown Estate. Mining in the United Kingdom is highly regulated. The Company liaises closely with local and national regulatory and environmental bodies and professional advisers to ensure that the Group’s activities are properly permitted and approved. Operations in Wales are undertaken in accordance with all applicable planning, environmental and ecological regulations, and we work closely with the North Wales Minerals and Waste Planning Service (“NWMWPS”), Snowdonia National Park Authority (“SNPA”) and Natural Resources Wales (“NRW”) on those matters.