Chairmans Corporate Governance Statement
Panthera Resources plc (“Panthera” or the “Company”) is required to apply a recognised corporate governance code, demonstrating how the Company complies with such corporate governance code and where it departs from it. The Directors of the Company have formally taken the decision to apply the QCA Corporate Governance Code (the “QCA Code”). The Company will provide annual updates on its compliance with the QCA Code in its Annual Report.
The Company is committed to industry best practice standards of corporate governance to enhance and protect shareholder value. As the Company is listed on AIM it is not required to adopt the provisions of the UK Corporate Governance Code 2016 (“the Code”) although the Company strives where possible to work towards the Code’s best practice to ensure that a meaningful corporate governance policy can be maintained.
Good governance provides a framework that allows the right decisions to be taken by the right people at the right time.
The Board meets regularly throughout the year and all necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. Additionally, special meetings take place or other arrangements are made when Board decisions are required in advance of regular meetings.
The Board is responsible for formulating, reviewing and approving the Company’s strategy, financial activities and operating performance. Day-to-day management is devolved to the Chief Executive Officer (“CEO”) and members of the management team, who are charged with consulting the Board on all significant financial and operational matters. The Group has a small, focused management team, comprising individuals with significant expertise and experience in the mining sector as well as the financial and legal sectors. The Directors intend to progressively build the Group’s management team to meet the project and operational development timelines and milestone requirements. Consulting and contracting expertise will be contracted to support the Company’s management team in the fields of engineering, design, construction and geological assessment as required.
The Chairman has the responsibility of ensuring that the Board discharges its responsibilities.
Michael Higgins
Non-Executive Chairman
Updated on 13 September 2019.
QCA Principals
- Establish a strategy and business model which promote long-term value for shareholders
The Company’s vision is to utilise management’s proven ability to identify and develop projects at all stages of the value chain to create a successful exploration and development Group. The leadership aims to create a mid-tier mining Company by building a portfolio of high quality, low cost gold assets in India and West Africa.
Its strategic business objectives are to obtain the necessary rights to explore and develop the highly prospective Bhukia Gold Project in India, to explore and grow the value of its prospective West African gold portfolio and to nurture and eventually harvest other non-core exploration and development assets in its wider property portfolio.
- Seek to understand and meet shareholder needs and expectations
The Board is committed to understanding shareholder needs and expectations by engaging with them on a regular basis through a variety of interfaces. Its endeavours to provide effective, clear and transparent communication with the shareholders of the Group is designed to ensure two way communication and enhance the Board and managements’ understanding of shareholders needs and expectations. Significant developments are disseminated through RNS announcements, regular updates on the Group’s website and via its news subscription service, which is open to anyone and these details are contained on each RNS announcement should shareholders wish to communicate with the Board or management.
The Board regards the Annual Report and the Annual General Meeting as important methods of communicating with shareholders, with the Annual General Meeting being a forum for shareholders to engage in dialogue with the Board. The results of the Annual General Meeting will be published via RNS and on the Company’s website. The Group readily responds to enquiries from institutional and private shareholders with ad hoc telephone calls and meetings as appropriate. Additionally, a program of social media outreach has been initiated and will include services such as LinkedIn, Twitter and Facebook.
- Take into account wider stakeholder and social responsibilities and their implications for long-term success
Panthera is committed to conducting its business in an efficient and responsible manner, in line with current best practice guidelines for the mining and mineral exploration sectors and the international investment community. The Directors recognise the importance of building good relations with stakeholders at all levels, from government to municipalities and to local communities and landowners. The Group maintains a proactive dialogue with these stakeholders and is committed to ensuring it makes a positive contribution to the communities it operates in.
Panthera operates in a manner that is environmentally responsible and, as a minimum standard, to comply with any relevant environmental and mining legislation. Both the engagement with local communities and the performance of all activities in an environmentally and socially responsible way are closely monitored by the Board and ensure that an ethical and socially responsible approach is adopted at all times.
- Embed effective risk management, considering both opportunities and threats, throughout the organisation
Panthera operates in multiple jurisdictions with operating risks, financial risks, geopolitical risks and an array of other risks. Nevertheless, the board is experienced in overseeing the multitude of threats and risks that the Company faces in pursuing its strategy. It has the requisite skills to understand these risks and constantly evaluates risk as part of its normal course of oversight activities. The Company risk framework is monitored by experienced operational staff and threats and risks are reported at Board meetings.
The Directors have established financial controls and reporting procedures which are considered appropriate given the size and structure of the Group. It is the intention of the Directors that these controls will be reviewed regularly considering the future growth and development of the Group and adjusted accordingly. The Board acknowledge its responsibility for the Company’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for both internal use and external publication. While directors are aware that no system can provide absolute assurance against material misstatement or loss, in light of increased activity and further development of the Company, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.
MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
- Maintain the board as a well-functioning, balanced team led by the chair
The Board of Directors
The Board ensures accountability for governance and is responsible for monitoring the activities of the executive team. The Chairman has the responsibility of ensuring that the Board discharges its responsibilities. No one individual has unfettered powers of decision. The roles of Chairman and Chief Executive Officer are split in accordance with best practice. The Board following the 2018 AGM will consist of four Non-Executive Directors, one of whom is the Chairman and one Executive Director (the CEO), reflecting a blend of different experience and backgrounds. The Board meets on a regular basis (at least monthly) throughout the year and all major decisions are taken by the full Board. The Board is responsible for providing strategic direction for the Group, setting objectives and management policies and agreement on performance criteria. The composition of the board and is constantly under review by the Nominations Committee and the Board as a whole.
Audit Committee: Catherine Apthorpe and David Stein
Audit Committee
The Audit Committee is responsible for ensuring that the Group’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 Group with statutory and other regulatory requirements. It comprises two Non-Executive Directors, Catherine Apthorpe and David Stein.
Remuneration Committee: Mike Higgins and David Stein
The Remuneration Committee provides a formal and transparent review of the remuneration of the Executive and Non-Executive Directors and makes 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.
It comprises Mike Higgins and David Stein (Non-Executive Directors). No Director took part in discussions concerning the determination of their own remuneration
Nomination Committee: Tim Hargreaves and Mike Higgins
The Nominations Committee is responsible for identifying and nominating candidates to fill Board vacancies, to consider future succession plans as well as to whether the Board has the skills required to effectively manage the Group. It comprises Tim Hargreaves and Mike Higgins (Non-Executive Directors).
- Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Group has a focussed Board and management team, comprising individuals with significant expertise and experience in the mining sector as well as the financial, corporate and legal sectors. The Directors intend to progressively build the Group’s management team to meet the project and operational development timelines and milestone requirements. Consulting and contracting expertise will be contracted to support the Company’s management team in the fields of engineering, design, construction and geological assessment as required.
The Nomination committee is responsible for determining and reviewing the size, structure and composition (including the skills, knowledge and experience) of the Board, including making recommendations to the Board with regard to any changes, giving full consideration to succession planning for directors and other senior executives of the Company and identifying and nominating for Board approval, candidates to fill vacancies as and when they arise.
- Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Given the size and nature of the Company, the Board does not consider it appropriate to have a formal performance evaluation procedure in place, as described and recommended in Principle 7 of the QCA Code. Rather, this is undertaken on an ongoing basis as part of the role of the remuneration committee and the Board as a whole. The Board is cognisant of the need to maintain the ability to properly oversee and guide the Company.
The Board currently has two independent non-executive directors until the AGM on 28 September 2018, when two directors; Peter Caroll (independent director) and Chris Rashleigh will not stand for re-election. The other independent non-executive director is Catherine Apthorpe. The departure of these two long-time directors is part of a planned succession process that the Board has determined is appropriate to allow capacity for at least one new independent director to be appointed and the mix of skills and capabilities available at board level to evolve to continue to meet the needs of the Company as it advances its projects and grows. A search for suitable candidates for this role has been initiated.
The Board is satisfied that it has an appropriate balance of sector, financial and public markets skills and experience, as well as knowledge of the Company and its assets, to enable it to discharge its duties and responsibilities effectively, and that all Directors have adequate time to fulfil their roles.
Details of the current Directors, their roles and background are set out on the Company’s website at www.pantheraresources.com
The Group maintains insurance in respect of its Directors and Officers against liabilities in relation to the Company.
- Promote a corporate culture that is based on ethical values and behaviours
All Directors, management and staff of Panthera are expected to consistently apply the highest standards of ethical conduct to ensure that the Group’s affairs and reputation are at all times maintained. The Board and Management do 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 adopted a comprehensive anti-corruption and anti-bribery policy to ensure compliance with the UK Bribery Act.
- Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board is responsible for formulating, reviewing and approving the Company’s strategy, financial activities and operating performance. Day-to-day management is devolved to the Chief Executive Officer (“CEO”) and members of the management team, who are charged with consulting the Board on all significant financial and operational matters.
The CEO has the overall responsibility for creating, planning, implementing, and integrating the strategic direction of the Company. This includes responsibility for all components and departments of a business. The CEO to ensures that the organisation’s leadership maintains constant awareness of both the external and internal competitive landscape, opportunities for expansion, customer base, markets, new industry developments and standards.
The Finance Manager works alongside the CEO and has overall control and responsibility for all financial aspects of company strategy. The Chief Financial Officer takes overall responsibility of the Company’s accounting function and ensures that Company’s financial systems are robust, compliant and support current activities and future growth. The Chief Financial Officer will coordinate corporate finance and manage company policies regarding capital requirements, taxation and equity as appropriate.
Reporting processes have been adopted that provide comprehensive and timely information to the Board. This ensures that the Board can make timely and informed decisions.
BUILD TRUST
- Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board is committed to providing effective, clear and transparent communication with the shareholders of the Group. Significant developments are disseminated through RNS announcements, regular updates on the Group’s website and via its news subscription service, which is open to anyone and these details are contained on each RNS announcement should shareholders wish to communicate with the Board.
The Board regards the Annual Report and the Annual General Meeting as important methods of communicating with shareholders, with the Annual General Meeting being a forum for shareholders to engage in dialogue with the Board. The results of the Annual General Meeting will be published via RNS and on the Company’s website. The Group readily responds to enquiries from institutional and private shareholders with ad hoc telephone calls and meetings as appropriate. Additionally, a program of social media outreach has been initiated and will include services such as LinkedIn, Twitter and Facebook.