The Board is committed to maintaining high standards of corporate governance and in this it is guided by the Quoted Companies Alliance\u2019s Corporate Governance Code (the \u201cQCA Code\u201d). 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.<\/p>\n\n\n\n
Corcel manages a balanced portfolio of mineral exploration projects coupled with UK based flexible energy generation and storage <\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
The Board recognises that in order to ensure a good match between the shareholder profile and the Company\u2019s business model and the plans for implementation of that model, it needs to manage shareholder communications clearly regarding Company plans, expectations and timelines.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
The Company takes into consideration shareholders\u2019 views and suggestions and uses all opportunities to encourage shareholders to call or e-mail the management at their publicly available numbers and addresses.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
Shareholders are also encouraged to attend the Company\u2019s Annual General Meetings of which the shareholders are notified via Company\u2019s 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. <\/p>\n\n\n\n
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.<\/p>\n\n\n\n
The Business Model of the Company is to deliver shareholder value through various stages of mineral exploration investments and corporate transactions, JVs and partnerships.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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\u2019 aspirations and ensure that the Company\u2019s 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.<\/p>\n\n\n\n
The Company\u2019s approach to managing corporate social responsibility is dependent on a project\u2019s development stage.<\/p>\n\n\n\n
To execute and deliver the Company\u2019s 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\u2019s 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.<\/p>\n\n\n\n
In addition, the Audit Committee overseas the Company\u2019s 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.<\/p>\n\n\n\n
Close day to day control is also exercised by the Executive Directors to ensure the effectiveness of the Company\u2019s financial control systems.<\/p>\n\n\n\n
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\u2019s 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.<\/p>\n\n\n\n
The Board currently comprises of five Directors, namely Antoine Karam, Executive Chairman, Geraldine Geraldo, Executive Director – MD Angola, Pradeep Kabra, Non-Executive Director, Yan Zhao, Non-Executive Director, and Andrew Fairclough, Independent Non-Executive Director. <\/p>\n\n\n\n
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.<\/p>\n\n\n\n
The Directors are mindful of the recommendations of the QCA Code that there should be a suitable balance of independence within the Board and this is relfected with the current Board, which will ensure that the solid governance within the business continues to be maintained. <\/p>\n\n\n\n
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, Remuneration, and ESG Committees, the details of which are set out in Principle Nine.<\/p>\n\n\n\n
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\u2019s solicitors and the Company Secretary as well as independent professional advice, at the Company\u2019s expense, as and when required.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
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.<\/p>\n\n\n\n
APPROPRIATE SKILLS AND EXPERIENCE OF THE DIRECTORS<\/p>\n\n\n\n
The Board currently consists of five Directors and it is considered that the current Board continues to provide a good balance of resource sector, technical, financial, accounting, legal and public markets skills. <\/p>\n\n\n\n
ANTOINE KARAM<\/p>\n\n\n\n
Executive Chairman<\/strong><\/p>\n\n\n\n <\/p>\n\n\n\n GERALDINE GERALDO<\/p>\n\n\n\n Executive Director – MD Angola<\/strong><\/p>\n\n\n\n <\/p>\n\n\n\n PRADEEP KABRA<\/p>\n\n\n\n Non-Executive Director<\/strong><\/p>\n\n\n\n <\/p>\n\n\n\n YAN ZHOU<\/p>\n\n\n\n Non-Executive Director<\/strong><\/p>\n\n\n\n <\/p>\n\n\n\n ANDREW FAIRCLOUGH<\/p>\n\n\n\n Independent Non-Executive Director<\/strong><\/p>\n\n\n\n <\/p>\n\n\n\n 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.<\/p>\n\n\n\n The Board promotes open and collaborative interaction between its members. Where a consensus is not reached, an action is not taken.<\/p>\n\n\n\n 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.<\/p>\n\n\n\n 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.<\/p>\n\n\n\n The assessment criteria are based on the need to promote the Company\u2019s Business Model, industry practices and the need for balance, the Company\u2019s immediate aspirations as well as the specific skills, knowledge and capabilities that are required to perform certain roles.<\/p>\n\n\n\n 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.<\/p>\n\n\n\n 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.<\/p>\n\n\n\n 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.<\/p>\n\n\n\n MAINTENANCE OF GOVERNANCE STRUCTURES AND PROCESSES<\/p>\n\n\n\n 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.<\/p>\n\n\n\n DESCRIPTION OF ROLES<\/p>\n\n\n\n The Interim Executive Chairman is the leading representative of the Company, presenting the Company\u2019s aims and policies to the outside world. The Chairman\u2019s 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\u2019s 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.<\/p>\n\n\n\n The Chief Executive Officer is responsible for the day to day management of the business and works with the Interim Executive Chairman to develop and execute the long-term strategy of the business and is responsible for its implementation. He shares responsibility for ensuring that the Company meets its legal requirements and corporate responsibilities. He works jointly with the Interim Executive Chairman on shareholder and communication issues.<\/p>\n\n\n\n Currently the Company has one Independent Non-Executive Director, namely Andrew Fairclough, who chairs the Audit Committee, while Yan Zhao, Non-Executive Director, is a member of the Audit Committee. Yan Zhao, Non-Executive Director, chairs the Remuneration Committee and Andrew Fairclough, Independent Non-Executive Director, is a member of the Remuneration Committee. Pradeep Kabra, Non-Executive Director, chairs the ESG Committee and Geraldine Geraldo, Executive Director – MD Angola, is a member of ESG Committee. <\/p>\n\n\n\n <\/p>\n\n\n\n The Audit Committee considers the Company\u2019s 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\u2019s appointment of the external auditor. The Audit Committee is comprised of Andrew Fairclough (Chairman) and Yan Zhao. The Audit Committee meets at least twice a year, once with the auditor. The CFO will attend the Audit Committee\u2019s meetings as requested by the Committee. The Audit Committee Terms of Reference can be found here<\/a>.<\/p>\n\n\n\n The Remuneration Committee is responsible for making recommendations to the Board on Directors\u2019 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 Yan Zhao (Chairman) and Andrew Fairclough. Other senior personnel attend the Remuneration Committee\u2019s meetings as requested by the Committee, which meets at least twice a year. The Remuneration Committee Terms of Reference can be found here<\/a>.<\/p>\n\n\n\n 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.<\/p>\n\n\n\n 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\u2019 Meetings, the General Meetings and the Annual General Meetings.<\/p>\n\n\n\n The Board is responsible for formulating, reviewing and approving the Company\u2019s 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.<\/p>\n\n\n\n Corporate governance is an ongoing and proactive process that encompasses the regulatory requirements and the changing needs of the business.<\/p>\n\n\n\n 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.<\/p>\n\n\n\n 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\u2019s website www.corcelplc.com<\/a>, where the shareholders may sign up to receive news releases directly by e-mail.<\/p>\n\n\n\n Shareholders are also encouraged to attend, where possible, the Company\u2019s Annual General Meetings of which the shareholders are notified via Company\u2019s 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.<\/p>\n\n\n\n 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\u2019 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 development@corcelplc.com<\/a> or telephone on 02077479960.<\/p>\n\n\n\n\n
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PRINCIPLE SEVEN<\/h3>\n\n\n\n
EVALUATION OF BOARD PERFORMANCE<\/h4>\n\n\n\n
PRINCIPLE EIGHT<\/h3>\n\n\n\n
CORPORATE CULTURE<\/h4>\n\n\n\n
PRINCIPLE NINE<\/h3>\n\n\n\n
Audit Committee<\/h4>\n\n\n\n
Remuneration Committee<\/h4>\n\n\n\n
Non-Executive Appointment Terms<\/h4>\n\n\n\n
Matters Reserved for the Board<\/h4>\n\n\n\n
PRINCIPLE TEN<\/h3>\n\n\n\n
SHAREHOLDER AND STAKEHOLDER COMMUNICATION<\/h4>\n\n\n\n