The Board is committed to maintaining high standards of corporate governance and in this it is guided by the Quoted Companies Alliance’s Corporate Governance Code (the “QCA Code”). The QCA Code sets out 10 principles that are listed below together with a short explanation of how the Company applies each of the principles and reasons for any non-compliance.
Corcel manages a balanced portfolio of mineral exploration projects coupled with UK based flexible energy generation and storage
The Company delivers its business strategy with tightly controlled overheads, supplementing its financial resources through corporate transactions, JVs and partnerships, as well as trading and disposals or exchange for listed shares of non-core assets.
The Company also takes into consideration various risks and mitigation measures in order to minimise impacts on the environment and communities when executing its business strategy. The Company seeks to grow its business and make acquisitions and disposals to crystallise value-added and enhance shareholder value.
The Company also takes into consideration various risks and mitigation measures in order to minimise impacts on the environment and communities when executing its business strategy. The Company seeks to grow its business and make acquisitions and disposals to crystallise value added and enhance shareholder value.
The Board understands the needs and expectations of its various shareholders, who all share a desire to maximise the value and growth of the business but may do so with different time frames and outcomes in mind.
The Board recognises that in order to ensure a good match between the shareholder profile and the Company’s business model and the plans for implementation of that model, it needs to manage shareholder communications clearly regarding Company plans, expectations and timelines.
The Company does this by giving regular updates on developments via RNS announcements, Twitter at @CorcelPlc, Company interviews with, the use of other similar services, and informal and formal meetings, including online Q&As and video meetings, in order to serve the needs of private and institutional investors as well as analysts.
The Company also participates in relevant industry investor shows, including investor presentation evenings, so that shareholders can meet us in person to answer their queries and management can provide information on current developments at the Company.
The Company takes into consideration shareholders’ views and suggestions and uses all opportunities to encourage shareholders to call or e-mail the management at their publicly available numbers and addresses.
Group site visits are offered to shareholders expressing interest in particular investments where a visit to a site or project can be expected to add significant value and understanding of local operations.
Shareholders are also encouraged to attend the Company’s Annual General Meetings of which the shareholders are notified via Company’s website as well as e-mail or post, where they have an opportunity to share their views on the business and ask questions. Management try to contact as many shareholders as possible before the meeting to encourage their attendance. The Company recognises that the global pandemic has meant that shareholders have not had the opportunity to meet with the Company at the 2020 Annual General meeting. The Company is mindful of this and will continue to engage with shareholders as best it can through electronic means until conditions allow for more direct interactions once again.
The Company advises potential shareholders to do their own research on the Company and its long-term investment projects, evaluating all possible investment risks before becoming a shareholder.
The Business Model of the Company is to deliver shareholder value through various stages of mineral exploration investments and corporate transactions, JVs and partnerships.
The Company also recognises duties to other parties, including employees whether at parent company or joint venture and investment level business partners, consultants and contractors as well as suppliers, service providers and regulators.
The Board recognises that the long-term success of the Company will be enhanced by good relations with different internal and external groups and to understand their needs, interest and expectations. The Board has established a range of processes and systems to ensure that there is ongoing two-way communication, control and feedback processes in place to enable appropriate and timely response.
The Company takes into consideration the environment in which it invests. Therefore, good relations are cultivated with local governments and communities, aiming to better understand various parties’ aspirations and ensure that the Company’s business activities are compliant not only with local and global laws, including environmental laws, but also where possible take account of local expectations and priorities.
The Company’s approach to managing corporate social responsibility is dependent on a project’s development stage.
To execute and deliver the Company’s strategy, the Risk Management Framework has been developed, which identifies the risks to which the Company has been or could be exposed. This framework has been in use for number of years, changing depending on the Company’s size and its business activities, and serves as an internal control measure. The Risk Management Framework takes into consideration the following key categories of the business, namely, the Management, Regulatory, Financial, Operational, HR, H&S, Political, Environmental and Other Risks. Each category identifies varied risks and addresses those risks separately, assigning a risk score, likelihood, control measures in place and control measures that need to be taken to mitigate the risks, identifying a responsible person and the action deadline. Risk management is an ongoing process and extends to overseas activities as is appropriate, taking into consideration local as well as the UK regulatory requirements.
In addition, the Audit Committee overseas the Company’s financial reporting, including accounting policies and internal financial controls and is responsible for ensuring that the financial performance of the Company is properly monitored and reported to the Board.
Close day to day control is also exercised by the Executive Directors to ensure the effectiveness of the Company’s financial control systems.
The Board has a responsibility to govern the Company rather than to manage it and in doing so to act in the best interests of the Company as a whole. The Board is responsible for formulating, reviewing and approving the Company’s strategy, financial activities and operational performance. Day to day management is delegated to the Executive Directors, responsible for consulting the Board on all significant financial and operational matters. The Board approves the annual budget and amendments to it, issues of shares or other securities and all significant acquisitions and disposals.
The Board currently comprises of three Directors, namely James Parsons, Executive Chairman, Scott Kaintz, Chief Executive Officer, and Independent Non-Executive Director, Ewen Ainsworth.
Biographical details of the current Directors are set out within Principle Six below. One-third of the Executive Directors and Non-Executive Directors retire by rotation under the Articles of Association of the Company and, may offer themselves for re-election.
The Directors are aware that currently the Company does not have the required number of independent non-executive directors to provide an equal balance to the Board. Following the decision by Nigel Burton to step down from the Board in December 2020 the Board, as advised to the Market, will shortly initiate a search for a further independent non-executive director. The directors are mindful of the recommendations of the QCA Code that there should be a suitable balance of independence within the Board. The Board will function as always to ensure that the solid governance within the business continues to be maintained.
The Board, through the Executive and Non-Executive Directors, maintains regular contact with its advisers, brokers and other consultants in order to ensure that the Board develops an understanding of the views of shareholders about the Company. The Board is also supported by the Audit and Remuneration Committees, the details of which are set out in Principle Nine.
Information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. All Directors have access to the advice of the Company’s solicitors and the Company Secretary as well as independent professional advice, at the Company’s expense, as and when required.
Non-Executive Directors have the same legal responsibilities to the Company as Executive Directors, including attendance at the regular Board Meetings, the Committee Meetings, the General Meetings and the Annual General Meetings. The Non-Executive Directors receive a formal letter of appointment setting out the key terms, conditions and expectations of appointment.
Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director. The Board meets regularly throughout the year as deemed appropriate formally and informally, in person and by telephone.
APPROPRIATE SKILLS AND EXPERIENCE OF THE DIRECTORS
The Board currently consists of three Directors and, as indicated, will be looking to strengthen independence within the Board by seeking a further independent Non-Executive Director to join the Company. However, it is considered that the current Board continues to provide a good balance of resource sector, technical, financial, accounting, legal and public markets skills.
In addition to his role as Executive Chairman of Corcel, James is currently Executive Chairman of Ascent Resources Plc and Non-Executive Chairman at Echo Energy Plc and Coro Energy Plc. James has over 20 years’ experience in the fields of strategy, management, finance and corporate development in the energy industry. He started his career with the Royal Dutch Shell Group where he spent 12 years with Shell working in Brazil, the Dominican Republic, Scandinavia, the Netherlands and London. James was previously Chief Executive at Sound Energy Plc for 8 years, is a qualified accountant and has a BA Honours in Business Economics.
Chief Executive Officer
Scott Kaintz has 10 years of experience managing and operating small-cap natural resource development companies. He has a degree in Russian Language and Russian Area Studies from Georgetown University and MBA degrees from London Business School and Columbia Business School. He started his career as a US Air Force Officer and analyst working across Europe, the Middle East and Central Asia. Scott has held operational and managerial roles in the defense industry and worked in corporate finance and investment funds in London, focusing primarily on capital raising efforts and debt and equity investments in small-cap companies. Scott is also a Non-Executive Director of Red Rock Resources Plc, listed on AIM, and an Executive Director of Curzon Energy Plc listed on the Standard List of the London Stock Exchange. He also, as a U.S. citizen, understands the U.S. corporate and business environment.
Independent Non-Executive Director
Ewen is an experienced AIM company director. He is currently a Non-Executive Director of Ascent Resources Plc and CEO of Discovery Energy Limited, an advisory, consultancy and investment company, and has worked in a variety of senior and board-level roles in the natural resource sector for over 30 years, most recently as Finance Director for San Leon Energy Plc and previously Gulf Keystone Petroleum Ltd. He qualified as a chartered management accountant, before moving into leading commercial roles. He holds a degree in Economics and Geography from Middlesex University, and is a member of the Energy Institute.
All Directors, through their involvement in other businesses as well as the Company, are enabled to keep their skill sets up to date and receive a diversity of opinions and inputs, ensuring an open and not an inward-looking culture at the Company.
The Board promotes open and collaborative interaction between its members. Where a consensus is not reached, an action is not taken.
Legal advice is sought in cases of doubt or where a potential contract or dispute is in question. Where involvement in a mineral project is considered, the due diligence process will normally include one consultant from a major consultancy to provide an initial or second opinion on technical aspects. The Remuneration Committee sometimes obtains external reports on corporate comparators before arriving at its decisions.
The internal evaluation of the Board, the Committees and individual Directors, including any succession planning, is undertaken regularly, to determine the effectiveness of their performance and suitability to changing business requirements. There is also a continuous and ongoing process of evaluation to ensure that the needs of the business are met.
The assessment criteria are based on the need to promote the Company’s Business Model, industry practices and the need for balance, the Company’s immediate aspirations as well as the specific skills, knowledge and capabilities that are required to perform certain roles.
The Company aims to deliver long-term value to its shareholders and seeks to ensure an open and respectful dialogue with shareholders and other interested parties for them to have the opportunity to express their views and expectations for the Company. In this dialogue, the importance of sound ethical values and behaviour is emphasised, both because it is important if the Company is to successfully achieve its corporate objectives that this culture is transmitted through the organisation, and also to set a benchmark and send a signal of what it will and will not do in some of the jurisdictions in which the Company operates.
The Board places great importance on this aspect of corporate life, where failure could put the Company at risk, and seeks to ensure that this culture flows through all its business interactions and at all levels of the Company.
The Board also recognises that its decisions regarding the business model, strategy and risks will impact the corporate culture of the Company and the tone and culture set by the Board will influence the behaviour and performance of those who it employs or with whom it deals. The corporate governance arrangements that the Board has adopted, together with a punctilious observance of applicable regulatory requirements also form part of the corporate culture, requiring a standard of behaviour when interacting with contractors, business partners, service providers, regulators and others. For example, the Company has adopted an Anti-Corruption and Bribery Policy, Whistleblowing Policy, HR and H&S Policies that dictate acceptable behaviour, as well as the Share Dealing Code for Directors and employees, required for the AIM listed companies and in accordance with the requirements of the Market Abuse Regulation, which came into effect in 2016.
MAINTENANCE OF GOVERNANCE STRUCTURES AND PROCESSES
The Board has responsibility to govern the Company rather than to manage it and in doing so act in the best interests of the Company as a whole, establishing and maintaining corporate structures and processes in line with current legislation, its business aspirations and its corporate culture, that are appropriate to its size and complexity, capacity and tolerance for risk.
DESCRIPTION OF ROLES
The Executive Chairman is the leading representative of the Company, presenting the Company’s aims and policies to the outside world. The Chairman’s responsibilities include taking the Chair at Board Meetings and General Meetings, where he is responsible for ensuring the appropriate supply of information. The Chairman is also responsible for leading 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 Chairman assists in the response to shareholder inquiries and meets or speaks to shareholders as required.
The Chief Executive Officer, whose current responsibilities also encompass those of a Finance Director/CFO, is responsible for the day to day management of the business and works with the Executive Chairman to develop and execute the long-term strategy of the business and is responsible for its implementation. He also develops budgets and identifies changes in the financial outlook of the Company and recommends responses. He shares responsibility for ensuring that the Company meets its legal requirements and corporate responsibilities, and oversees the Annual Report, website, and various staffing and compliance issues. He works jointly with the Executive Chairman on shareholder and communication issues.
Currently the Company has one Independent Non-Executive Director, Ewen Ainsworth. As an interim measure, whilst a further independent non-executive director is sought, Ewen Ainsworth Chairs both the Audit and Remuneration Committee. James Parsons sits on the Remuneration Committee with Mr Ainsworth and Scott Kaintz sits on the Audit Committee. The Board is aware that this is not in line with best practices, especially having an executive director as a member of the Remuneration Committee. However, with the current limited number of Board members this is the best and only possible arrangement to ensure that the Committees are quorate and functioning. Conflicts, where they arise, will be identified and handled appropriately.
The Audit Committee considers the Company’s financial reporting, accounting policies and internal financial controls. It is also responsible for ensuring that the financial performance of the Company is properly monitored and reported on. The Audit Committee reviews the annual and half-yearly financial statements, to ensure that they adequately comply with appropriate accounting policies, practices and legal requirements to recommend to the Board their adoption and to consider the independence of and to oversee the management’s appointment of the external auditor. The Audit Committee is comprised of Ewen Ainsworth, Independent Non-Executive Director as Chairman. The Audit Committee meets at least twice a year, once with the auditor. The CFO will attend the Audit Committee’s meetings as requested by the Committee. The Audit Committee Terms of Reference can be found here.
The Remuneration Committee is responsible for making recommendations to the Board on Directors’ remuneration, which also recommends and monitors the level and structure of remuneration for senior executive management, ensuring safeguards are in place to prevent awards made for poor performance. The Remuneration Committee comprises Ewen Ainsworth, Independent Non-Executive Director. Other senior personnel attend the Remuneration Committee’s meetings as requested by the Committee, which meets at least twice a year. The Remuneration Committee Terms of Reference can be found here.
The Board has not established a Nominations Committee. Matters that would normally be dealt with by the Nominations Committee will be discussed by the Remuneration Committee and referred to the Board as a whole.
The Non-Executive Directors have the same legal responsibilities to the Company as any other Director, including attendance at the regular Board Meetings, the Committees’ Meetings, the General Meetings and the Annual General Meetings.
The Board is responsible for formulating, reviewing and approving the Company’s strategy, financial activities and operating performance. Day to day management is delegated to the Executive Directors, responsible for consulting the Board on all significant financial and operational matters. The Board approves the annual budget and amendments to it, issues of shares or other securities and all significant acquisitions and disposals.
Corporate governance is an ongoing and proactive process that encompasses the regulatory requirements and the changing needs of the business.
The Board recognises that it is accountable to shareholders for the performance and activities of the Company and is committed to providing effective communication with its shareholders.
Significant developments are disseminated through stock exchange announcements, press releases and Twitter at @CorcelPlc as well as Company interviews, broker notes, video updates and presentations, all of which are available on the Company’s website www.corcelplc.com, where the shareholders may sign up to receive news releases directly by e-mail.
Shareholders are also encouraged to attend, where possible, the Company’s Annual General Meetings of which the shareholders are notified via Company’s website as well as e-mail or post, which is viewed by the Board as an important forum for communication between the Company and its shareholders.
The Company participates relevant industry investor shows, including investor presentation evenings, for shareholders to meet management in person to answer their queries, provide information on the current developments of the Company and to take into consideration shareholders’ views and suggestions. The shareholders also have access to the Company, where the Chief Executive Officer is available to answer investor relations enquiries via e-mail [email protected] or telephone on 02077479960.
The Board recognises that the long-term success of the Company also relies on good relations with other parties with whom it has business, as well as shareholders, and to understand their needs, interest and expectations, the Board expects management to maintain ongoing two-way communication, control and feedback processes, so that appropriate and timely responses and actions can be implemented. All enquiries to the Company can be addressed by correspondence to [email protected] or by telephone on 02077479960, indicating where necessary the Director or other person to whom the enquiry is directed.
The Company discloses the votes received both for and against resolutions put to shareholders at General Meetings. If a significant proportion of votes were ever cast against a resolution, the Company would, on a timely basis, provide an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate, any different action it has taken, or will take, as a result of the vote.
Last updated 19.12.2020