Corporate governance refers to the way the business and affairs of a reporting issuer are managed and relates to the activities of the Board, the members of which are elected by and are accountable to the shareholders. Corporate governance takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day to day management of the Company. The Board is committed to sound corporate governance practices which are both in the interest of its shareholders and contribute to effective and efficient decision-making.
There is no mandatory corporate governance regime in Cyprus with which the Company must comply. The Board of Directors of EMED Mining is also aware that, as an AIM listed company, it is not required to adopt, and has not adopted, the UK Financial Reporting Council’s UK Corporate Governance Code. Nonetheless, the Directors seek to comply with its main provisions as far as is practicable, having regard to the size and stage of development of the Company.
National Policy 58-201 – Corporate Governance Guidelines, of the Canadian Securities Administrators ("NP 58-201") establishes corporate governance guidelines which apply to all public companies and the Company has implemented its own corporate governance practices in light of these guidelines. National Instrument 58-101 – Disclosure of Corporate Governance Practices, of the Canadian Securities Administrators ("NI 58-101") mandates the disclosure of corporate governance practices in accordance with Form 58-101F1, which disclosure is set out below.
The Board of Directors
EMED Mining supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. The Board holds at least six formal meetings each calendar year. While the Board is supplied with appropriate and timely information, the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company's expense. In addition, training is available for new and current Directors as necessary. A number of the Company's key strategic and operational decisions are reserved exclusively for the Board.
The Board consists of two categories of Directors. One comprises the executive director who holds the operating position of the Chief Executive Officer in the Company. The other category comprises four non-executive Directors, all of whom are independent of management and two of whom are independent of any business or other relationship that could interfere with the exercise of their independent judgment. The Board regularly reviews key business risks, including financial risks facing the Company in the operation of its business.
The Chairman of the Board is independent. The Chairman facilitates the governance processes and is responsible for, among other things, chairing and ensuring the effectiveness of Board meetings, chairing all annual and extraordinary general meetings, ensuring the proper implementation of the decisions of the Board, ensuring that the Board behaves in accordance with the Company's Code of Business Conduct and Ethics (the "Code of Conduct"), and ensuring that the annual process of Board and director evaluation is conducted. The Chairman is the primary channel of communication and point of contact between the Board and the Chief Executive Officer. In consultation with the Chief Executive Officer, the Chairman will approve or delegate authority for the approval of all materials, including investor and shareholder releases, to be submitted to any stock exchange or publicly filed in accordance with applicable securities laws.
The independent directors regularly hold formal and ad-hoc meetings at which the Company's executive directors and members of management are not in attendance. In addition, to facilitate open and candid discussion among the Company's independent directors, the independent directors are encouraged to ask questions and to request non-independent directors and members of management to recuse themselves during discussions on related matters and in respect of matters where such non-independent directors may have a potential conflict of interest.
The Board has adopted a comprehensive written charter in which it defines the respective roles, composition, responsibilities and authorities of the Board, both individually and collectively, and of management in setting the direction, management and control of the organisation. In summary, the roles and responsibilities of the Board are to:
(i) set corporate objectives and the strategic direction of the Company and monitor the implementation of such strategy;
(ii) appoint and delegate appropriate powers to management and Board committees to ensure effective day-to-day management of the Company's business;
(iii) identify risks inherent in the Company’s business and ensure effective risk management, compliance and internal control systems are in place;
(iv) verify, review and ensure compliance with appropriate standards with respect to internal, financial, non-financial and business controls, information systems and data security procedures;
(v) review the effectiveness of internal control and disclosure control procedures and monitor operational and financial position and performance;
(vi) implement effective shareholder communications strategies;
(vii) guide the development of an appropriate culture and value system for the Company through The Code of Business Conduct and Ethics;
(viii) review management’s compliance with the Company’s disclosure policies and procedures; and
(ix) review and approve position descriptions of the duties and responsibilities of the Chairman, Board committee chairs, review succession plans and the adequacy of the Board Charter.
Chairman of the Board
The Chairman of the Board is Mr. Davey. The Board has developed a role statement for the Chairman, who is responsible for facilitating the governance processes.
Chairman of the Audit and Financial Risk Management Committee ("Audit Committee")
The Chairman of the Audit Committee is Mr. Davey. The Board has developed a role statement for the Chairman of the Audit Committee, who is responsible for acting as leader of the Audit Committee in assisting the Board in fulfilling its financial reporting and control responsibilities to the shareholder of the Company.
Chairman of the Corporate Governance, Nominating and Compensation Committee ("Compensation Committee")
The Chairman of the Compensation Committee is Mr. Davey. The Board has developed a role statement for the Chairman of the Compensation Committee, who is responsible for acting as leader of the Compensation Committee in, among other things, assessing the effectiveness of the Board and the Company's governance, reviewing and making recommendations to the Board with respect to compensation for directors and senior management, and proposing new nominees for appointment to the Board and their committees.
Chairman of the Physical Risk Management Committee
The Chairman of the Physical Risk Management Committee is Mr. Davey. The Board has developed a role statement for the Chairman of the Physical Risk Management Committee, who is responsible for acting as leader of the Physical Risk Management Committee in assisting the Board in overseeing all aspects of the Company's risks with regards to safety, health, environment and security matters; enterprise-wide physical risk management; and compliance with legal and regulatory obligations relating to safety, health and environment.
Chief Executive Officer
The Chief Executive Officer of the Company is Mr. Lavandeira. The Board has developed a role statement for the Chief Executive Officer, who is responsible for the attainment of the Company's goals and vision for the future, in accordance with the strategies, policies, programmes and performance requirements approved by the Board.
Chief Financial Officer
The Chief Financial Officer of the Company is Mr. John Leach. The Board has developed a role statement for the Chief Financial Officer, who is responsible for ensuring that the immediate and longer term implications, opportunities and risks are considered for all material business decisions and are consistent with the Company's financial strategy.
Ethical Business Conduct
In fulfilling its mandate and approving various decisions put forth by management, the Board ensures that the measures taken by management comply with Canadian and United Kingdom securities regulations and other applicable legislation. Members of the Board are also keenly aware of their fiduciary role with the Company as well as their individual fiduciary duties in their capacity as directors. In exercising their powers and discharging their duties, the Board is required to act honestly and in good faith with a view to the best interests of the Company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
The Board has implemented a Code of Conduct to encourage and promote a culture of ethical business conduct amongst the directors, officers and employees of the Company. The Code of Conduct provides that directors, officers and employees must avoid conflicts between personal interests and the interests of the Company, or even the semblance of such interests. Where an officer or employee is concerned that there may be a conflict of interest, it should be discussed with the Company Secretary as soon as possible. Directors of the Company shall disclose in writing conflicts of interest to the Board or request to have entered in the minutes of meeting of the Board the nature and extent of such interest.
The Board is responsible for reviewing the Code of Conduct at least annually. The Compensation Committee is responsible for overseeing compliance with the Code of Conduct, for reviewing on an annual basis, the process by which the Code is administered and for reviewing and investigating reports that are made pursuant to the Code of Conduct. All new directors are provided with a copy of the Code of Conduct as part of their induction process. A copy of the Code of Conduct may be obtained from the Company upon request in writing to the Company Secretary at 1, Lampousas Street, 1095 Nicosia, Cyprus or by fax to +357 22421956.
Code on Dealings in Shares
The Company has adopted a model code for Directors’ dealings in shares that is appropriate for an AIM listed company. The Directors intend to comply with Rules 21 and 31 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s applicable employees as well.
Corporate Governance, Nominating and Compensation Committee
The Compensation Committee is comprised of Mr. Davey (Chairman), and Mr. Liu and Dr. Sierra Lopez. All members are currently independent. The Compensation Committee is responsible for, among other things, determining director compensation, approving officer compensation, approving the Company's compensation policy with respect to base, short-term and long-term incentives, identifying potential candidates for the Board, evaluating the performance of the Board, committees and directors, and developing the Company's approach to corporate governance. To encourage an objective nomination and compensation process, the Board promotes open and candid discussion among its independent directors. While the Compensation Committee is responsible for identifying potential candidates, ultimately it is the entire Board that is responsible for the nomination of directors. Despite the fact that the committee is not composed entirely of independent directors, the non-independent directors are also non-executive directors therefore are determined to be capable of exercising objectivity in compensation discussions. In order to promote an objective process for determining compensation, the Board also makes external and independent consultants available to the Compensation Committee. In order to promote an objective compensation process and as the Company grows in size and complexity, the Company will conduct industry comparisons and bench-marking to ensure that compensation is aligned with reference to the market in Canada and internationally.
At least annually, and prior to the nomination or appointment of potential candidates, the Compensation Committee reviews the competencies, skills, experience and areas of expertise of the Board on an individual and collective basis. Based on this review, the Compensation Committee shall identify areas where additional competency, skill, experience or expertise would be of benefit to the Company. As required, the Compensation Committee shall identify and, if advisable, recommend to the Board for approval, potential candidates for nomination or appointment to the Board having regard to the results of their review. The Board will consider whether or not each new nominee can devote sufficient time and resources to his or her duties as a committee member.
Physical Risk Management Committee
The Physical Risk Management Committee is comprised of Mr. Davey (Chairman), Mr. Liu and Dr. Sierra Lopez. The Physical Risk Management Committee is responsible for overseeing all aspects of the Company's risks with regards to safety, health, environment and security matters; enterprise-wide physical risk management; and compliance with legal and regulatory obligations relating to safety, health and environment. The Physical Risk Management Committee is also responsible for ensuring that the Company has adequate processes for managing health, safety, environmental and security risks and complying with significant legal, ethical and regulatory requirements.
Audit and Financial Risk Management Committee
The Audit Committee is comprised of Mr. Davey (Chairman), Mr. Liu and Dr. Sierra Lopez. The Audit Committee has adopted a written charter setting out its purpose, which is to oversee all material aspects of the Company’s financial reporting, control and audit functions. The Audit Committee is responsible for, among other things, (i) assisting the Board in overseeing the independence of the external auditors and fulfilling the Board of Directors’ statutory and fiduciary responsibilities relating to financial reporting; (ii) reviewing and assessing the Company’s business and financial risk management process; (iii) external audit; and (iv) corporate governance and integrity. Additional information regarding the Audit Committee is contained in the Company’s AIF (last filed for the year end 2013 as the Company has determined that as at the beginning of the financial year 1 January 2015, it is a designated foreign issuer as defined in National Instrument 71-102 (“NI 71-102”) – Continuous Disclosure and Other Exemptions Relating to Foreign Issues and subject to the foreign regulatory requirements of AIM, a market operated by the London Stock Exchange. Accordingly, the Company is able to rely on certain exemptions from the continuous disclosure obligations imposed under Canadian securities legislation as permitted under NI 71-102), under the heading “Audit and Financial Risk Management Committee” and a copy of the charter is attached as Appendix “A” to the AIF.
Charter of the Board of Directors
The Board has adopted a comprehensive written charter in which it defines the respective roles, composition, responsibilities and authorities of the Board, both individually and collectively, and of management in setting the direction, management and control of the organisation. The Charter of the Board of Directors is available here.