London Mining Plc aims to apply the highest standard of corporate governance and complies with the legal requirements and recommended practices for a UK registered public company.
The Company’s corporate governance principles are based on, and comply with, the Norwegian Code of Practice for Corporate Governance (the Corporate Governance Code) except where the Company’s policies are in accordance with UK law and practice as described below.
- In accordance with English law and common practice for English companies, the Company’s objects as stated in its Memorandum of Association are wider and more extensive than recommended in the Corporate Governance Code.
- In accordance with English law, the Board is authorised to purchase treasury shares, and to issue any unissued shares within the limits of the authorised share capital. These authorities are neither limited to specific purposes nor to a specified period as recommended in the Corporate Governance Code.The authority of the board to allot shares is agreed on a yearly basis at the Company’s Annual General Meeting of Shareholders.
- The Company does not have a nomination committee as recommended in the Corporate Governance Code. It is common in the UK for the work of the Nomination Committee to be carried out by the board as a whole which is the case with the Company. The Board has appointed Remuneration and Audit Committees in accordance with UK best practices and these are made up of Non-executive directors only as more fully described below.
- Some of the Board members are also members of the Company’s executive management. The market practice for UK companies is for certain key executives to be members of the board of directors. For a growing mining company like London Mining this is especially important, as the Board at all times must be informed of a very wide range of technical and financial project information, in addition to normal corporate development issues and financial status, in order to make Board decisions in a timely fashion.
The purpose of the Audit Committee is to give the Board of London Mining independent advice on the integrity of the Company’s financial statements and to provide a forum at which any member or employee of the Company or other interested person, such as the Company’s auditors, can discuss financial matters concerning the Company. The committee shall be available on an ad hoc basis to consider and resolve any financial problems relating to the Company raised by individual members or employees, and ensure that a thorough and detailed review is carried out by independent non-executive directors of audit matters before approval by the Board. Further, the committee shall investigate audit matters with full access to information and the resources to do so.
The audit committee shall comprise of at least two members who shall be appointed by the Board from time to time, all of whom shall be independent non-executive directors and at least one of whom shall have recent and relevant financial experience. Sir Nicholas Bonsor will be the first Chairman of the Audit Committee, while Colin Knight and Hans Christian Schønwandt are the first appointees of the Audit Committee.
Only members of the committee and have the right to attend the meetings, but the committee can invite other individuals from the Company such as the Managing Director, Finance Director, Controller, and the Heads of Risk, Compliance and internal audit, as well as the external audit lead partner or other appropriate representative from the auditors, to attend all or part of a meeting when appropriate.
The committee has access to internal and external independent professional advice and if necessary may secure the attendance of outsiders with relevant experience and expertise.
Remuneration CommitteeThe purpose of the Remuneration Committee is to ensure that independent Non-Executive directors determine and review the remuneration of executives on behalf of the Board and that the remuneration policies and packages attract retain and motivate quality directors whilst not exceeding market rates.
The committee is authorised to seek any information it properly requires from any employee of the company or of any of its subsidiary companies. All employees are directed by the Board to co-operate with any request made by the committee.
If the committee considers it necessary so to do, it is authorised to obtain appropriate external advice to assist it in the performance of its duties, to secure the services of outsiders with relevant experience and expertise and to invite those persons to attend meetings of the committee.
The committee shall consist of at least two independent non executive directors of the Company who have no personal financial interest, except as shareholders, in the committee’s decision.
The Chairman of the Board may also form part of the committee if at the time of his appointment he has no personal financial interest, except as a shareholder, in the committee’s decision. Colin Knight remains as Chairman of the Remuneration Committee, which also comprises Sir Nicholas Bonsor and Hans Christian Schønwandt.