The Board recognises the value and importance of maintaining the highest standards of corporate governance and is committed to the principles and best practice of good corporate governance. In this regard the Directors have elected to comply with the 2018 UK Corporate Governance Code (“the Code”) where practical and to the extent that the Directors consider it appropriate, having regard to the size and stage of development of the Company.
Although the Code contains a set of 5 Principles that emphasise the value of good corporate governance to long term sustainable success and focuses on the application of such Principles, it does not set out a rigid set of rules but instead offers flexibility through the application of Principles and through “comply or explain” Provisions and supporting guidance.
The sections below set out the way in which the Company applies the Principles and also explains the reasons for any areas on non-compliance.
Principle 1: Board Leadership and Company Purpose
Alien Metals’ objective is to create a multi-commodity portfolio of exploration and mining projects in established mining jurisdictions, stable political backgrounds and where strong operational controls can be assured.
The Company routinely evaluates mining projects in a wide array of world-class mining jurisdictions including Australia, Mexico and Europe.
Where preliminary studies evidence sufficient mineralisation, increasingly comprehensive studies will be undertaken with a view to delineating a compliant mineral resource estimate in readiness for the potential sale of the asset to a producing mining company, at which time a significant premium over its acquisition and development cost may be justified.
The Board is led by Non-Executive Chairman, Alwyn Vorster, who is responsible for overseeing the long term success and strategic direction of the Company in accordance with the schedule of matters reserved for board decision and is responsible for monitoring the activities of the executive management.
The Board usually meets a minimum of 4 times a year but may meet more frequently on an ad-hoc basis as and when required. The Non-Executive Chairman is ultimately responsible for ensuring that each board decision is taken having sufficient information on and with all due discussion as is relevant to such decision.
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors and changes to these commitments and interests are reported to, and, where appropriate, agreed with the rest of the Board.
The Company has also adopted an Anti-Corruption and Bribery Policy to ensure compliance with the relevant laws governing anti-corruption and anti-bribery as well as a Share Dealing Code for Directors and applicable employees to ensure compliance with AIM Rule 21 and the provisions of the Market Abuse Regulations relating to dealings in the Company’s securities.
Provision 5 of the Code recommends that the Board appoints a Director from the workforce, creates a formal workforce advisory panel or appoints a designated Non-Executive Director to engage with the workforce. However, due to the Company currently having a small number of employees, the Board does not consider this to be appropriate but at such time as the size of the workforce increases it will review the position and make any such appointments or take other actions it considers appropriate.
Principle 2: Division of Responsibilities
The Company has a schedule of matters reserved for its own decision and two committees comprised entirely of the Directors: the Audit and Risk Committee and the Nomination and Remuneration Committee, each with formally delegated duties and responsibilities set out in respective Terms of Reference.
The division of responsibilities between the Non-Executive Chairman and the Chief Executive Officer is clearly defined in writing. However, they work closely together to ensure effective decision making and the successful delivery of the Group’s strategy.
Each Director has a Letter of Appointment or a Services Agreement in place to ensure that they clearly understand the requirements of the role. All Directors are required to allocate sufficient time to the Company to discharge their responsibilities effectively.
Due to the size of the Board, the nomination of any one particular director to act as a Senior Independent Director, as recommended by Code Provision 12, is not currently considered to be appropriate or improve the effective operation of the Board. However, the matter is kept under review.
Provision 11 of the Code requires at least half the Board to be non-executive directors whom the board considers to be independent. Alien Metals Board consists of 1 Non-Executive Chairman – Alwyn Vorster and 1 Non-Executive Director – Elizabeth Henson and 1 Executive Director – Guy Robertson.
The intention is that an additional Independent Non-Executive Director will be appointed in the foreseeable future.
Principle 3: Composition, Succession and Evaluation
The Board is comprised of the Non-Executive Chairman and an Executive Director and a Non Executive Director as indicated above.
The Board has established a Nomination and Remuneration Committee (”the N&R Committee”) and an Audit and Risk Committee (“the ARC”), each with formally delegated duties and responsibilities set out in respective Terms of Reference, to assist with oversight and governance.
The Board and its advisers have significant experience in the mining sector and from that, a strong network of individuals working in the sector. The N&R Committee leads the process for Board appointments and is responsible for review of the Board size, structure and composition (both executive and non-executive) including any potential new applicants to ensure the Board contains the right balance of skills, knowledge and experience to manage and grow the business. The N&R Committee will make recommendations to the Board on any proposed or suggested changes to the Board with a view on the leadership needs of the business including succession planning.
The Board does not carry out a formal annual evaluation of its performance, its committees, the Non-Executive Chairman and individual directors, which is contrary to the recommendation of Code Provision 21.
However, the Non-Executive Chairman continuously considers the performance of the Board, its committees and of individual directors and provides feedback when appropriate. Similarly, the Chairman invites feedback in the same manner from the Directors and the Company Secretary.
The Board considers the time and cost involved in carrying out a formal process, especially one that is externally facilitated, cannot be justified for the Company at this stage in its development. Nonetheless, the Board acknowledges the merits in carrying out formal board evaluations and will monitor the continuing suitability of this stance as the Company grows in size.
Principle 4: Audit, Risk and Internal Control
The Audit and Risk Committee (“the ARC”) is comprised of Alwyn Vorster, Guy Robertson and Elizabeth Henson and is chaired by Elizabeth Henson. However, other individuals such as the CEO may be invited to attend all or any part of any meeting when deemed appropriate. The Company’s external auditors are invited to attend meetings of the Committee on a regular basis
The ARC Committee, inter alia, oversees and reviews the Company’s financial reporting and internal control processes, its relationship with external auditors and the conduct of the audit process together with its process for ensuring compliance with laws, regulations and corporate governance.
Principle 5: Remuneration
The Nomination and Remuneration Committee comprises of Alwyn Vorster, Guy Robertson and Elizabeth Henson and is chaired by the Alwyn Vorster.
The N&R Committees recognise that an effective board comprises a range and balance of skills, experience, knowledge, gender and independence, with individuals that are prepared to challenge each other whilst working as a team, which requires a range of personal attributes, including character, intellect, sound judgement, honesty and courage.
In addition, the N&R Committees are responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. This includes agreeing with the Board the framework for remuneration of the Directors and CEO and such other members of the executive management of the Company as it is designated to consider. It is furthermore responsible for determining the total individual remuneration packages of each Director including, where appropriate, bonuses, incentive payments and share options.
Provision 34 of the Code specifies that the remuneration of non-executive directors should not include share options or other performance-related elements. However, although all Non-Executive Directors have been granted Options, the Board considers the quantum of Options granted to each Non-executive Director is such that it does not impair or compromise their impartiality or objectivity in decision making. The independence of Non-Executive Directors is reviewed and will continue to be reviewed by the Board on a regular basis.
This information was reviewed on 09.11.23