The Board of Empire Metals Limited have adopted the QCA Corporate Governance Code (“the Code”) as its code of corporate governance. The Code is published by the Quoted Companies Alliance (“QCA”) and is available at www.theqca.com.
The QCA Code sets out 10 principles that should be applied. These are listed below together with a short explanation of how the Group and Company applies each of the principles.
This page was last reviewed on 9 July 2024.
Important information
| Details of Directors | Role(s) |
|---|---|
| Shaun Bunn | Managing Director |
| Neil O’Brien | Non-executive Chairman Member of the Audit, Remuneration and AIM Compliance Committees |
| Gregory Kuenzel | Finance Director and Company Secretary |
| Peter Damouni | Chairman of the Remuneration Committee, the AIM Compliance Committee and the Audit Committee | Phil Brumit | Non-executive Director |
Definitions
In this policy document, unless the context requires otherwise, the following definitions shall apply:
- AIM
- AIM, a market operated by the London Stock Exchange plc
- AIM Rules
- The AIM Rules for Companies published by the London Stock Exchange from time to time
- AGM
- Annual General Meeting
- Board
- The Board of Directors of the Company
- Company
- Empire Metals
- Directors
- Directors of the Company
- Group
- The Company and its subsidiaries from time to time
- QCA
- Quoted Companies Alliance
- QCA Code
- Corporate Governance Code for Small and Mid-size Quoted Companies issued by the QCA
- Shareholders
- Shareholders of the Company
Principle 1: Business model and strategy
The Company’s strategy is to develop a pipeline of projects from greenfield exploration and discovery with the goal of advancing these through the development curve. As of Q1 2024, the Company’s primary focus is on developing the Pitfield project in Western Australia. On an ongoing basis, the Board will evaluate existing and new mineral resource opportunities with a view to potential joint venture arrangements and/or other corporate activities. The Board implements this by focusing investment into the exploration of world-class mineralised domains, establishing strict criteria for project selection, utilising industry recognised methods of exploration and resource development, applying a results-driven approach, actively monitoring operational and financial performance, measured against deliverable targets and budgets and considering alternative commercial options for projects which no longer meet the established criteria of the Group.
Principle 2: Understanding shareholder needs and expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company provides regular briefings on various on-line platforms which can be accessed by all shareholders and new investors. Both private and Institutional shareholders and analysts have the opportunity from time to time to discuss issues and provide feedback at meetings with the Company. Investors also have access to current information on the Company on this website.
Principle 3: Considering wider stakeholder and social responsibilities
The Board recognises that the long term success of the Company is reliant upon the efforts of the employees of the Company and its contractors, suppliers, regulators and other stakeholders. The Board has put in place a range of processes and systems to ensure that there is close oversight and contact with its key resources and relationships and that stakeholders are adequately identified. The Company a has close ongoing relationships with a broad range of its stakeholders, provides them with adequate and relevant information regarding current and planned activities, and provides them with the opportunity to raise concerns and provide feedback to the Company.
Principle 4: Risk management
In addition to its other roles and responsibilities, the Audit Committee is responsible to the Board for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Company. The risk assessment matrix below sets out those risks, and identifies their ownership and the controls that are in place. This matrix is updated as changes arise in the nature of risks or the controls that are implemented to mitigate them. The Audit Committee reviews the risk matrix and the effectiveness of scenario testing on a regular basis. The following principal risks and controls to mitigate them, have been identified:
Environmental and social risk
| Risk | Impact | Control(s) |
|---|---|---|
| Negative environmental impact of operations. | The ultimate development of any project into a mining operation has the potential to have a detrimental impact on the natural environment and the communities in which projects operate.
The ongoing economic viability of the Company. Damage to Company reputation. Prosecution. |
Comply with state and federal legislation and apply best practice standards to the design and execution of activities. Completion of social and environmental studies and adequate engagement and consultation with local communities, and non-governmental and Governmental organisations to ensure any potential impacts from current and future activities.
Ensure all potential impacts are minimised and appropriately managed. Implement Environmental Management System |
Mining risk
| Risk | Impact | Control(s) |
|---|---|---|
| The mineral and metal deposits of any projects acquired by the Group may not contain economically recoverable volumes of minerals, base metals, precious metals or hydrocarbons of sufficient quality or quantity. | The ongoing economic viability of the Company. | Ongoing monitoring of results, assessment by independent experts on recoverable volumes, geological, geotechnical and seismic factors, environmental hazards, technical failures, adverse weather conditions, acts of God and government regulations or delays. |
Exploration permit renewal
| Risk | Impact | Control(s) |
|---|---|---|
| The Company’s Exploration permits are not all renewed. | The loss of the right to explore the key assets could affect the ability of the Group to continue as a going concern. | Proactive engagement with Government at all levels. |
Reserve and resource estimates
| Risk | Impact | Control(s) |
|---|---|---|
| Mineral and metal reserve and resource estimates are based on limited sampling and, consequently, are uncertain because the samples may not be representative. | Any future reserve and/or resource figures will be estimates and there can be no assurance that the minerals are present, will be recovered or can be brought into profitable production. | In the preparations of resources and reserves the Group uses recognised international estimation methods and reporting standards, such as the Australian JORC Code (2012) and CIM (2010). |
Volatility of titanium, titanium dioxide, gold, copper and other commodity prices
| Risk | Impact | Control(s) |
|---|---|---|
| Fluctuations in commodity prices, over the long term, may adversely impact the returns of the Group’s exploration projects. | A significant reduction in global demand for titanium, titanium dioxide, gold, leading to a fall in gold or copper prices, could lead to a significant fall in the cash flow of the Group and/or a delay in exploration and production or even abandonment of a project should it prove uneconomical to develop, which may have a material adverse impact on the operating results and financial condition of the Group. | Ongoing monitoring of economic events and markets. |
Strategic
| Risk | Impact | Control(s) |
|---|---|---|
| Market downturn.
Failure to deliver commerciality. |
Change in Macro economic conditions.
Inability to secure offtake agreements. |
Ongoing monitoring of economic events and markets.
Active marketing and experienced management. |
Financial
| Risk | Impact | Control(s) |
|---|---|---|
| Misappropriation of Funds.
IT Security. Ability to raise further capital. |
Fraudulent activity and loss of funds.
Loss of critical financial data. The Group may be required to reduce the scope of its investments or anticipated expansion. |
Robust financial controls and split of duties.
Regular back up of data online and locally. Ongoing monitoring of economic events and markets. |
Political, economic and regulatory regime
| Risk | Impact | Control(s) |
|---|---|---|
| The licences and operations of the Group are in jurisdictions outside the United Kingdom and accordingly there will be a number of risks which the Group will be unable to control. | The Group’s activities will be adversely affected by economic and political factors such as the imposition of additional taxes and charges, cancellation or suspension of licences and changes to the laws governing mineral exploration and operations. | Proactive engagement with Government at all levels. |
Risk to safety and health of people
| Risk | Impact | Control(s) |
|---|---|---|
| Health impact or injury to people working on site or in the community as a result of operations. | Health impact or injury to people working on site or in the community as a result of operations.
The ongoing economic viability of the Company. Damage to Company reputation. Prosecution. |
Compliance with State Workplace Legislation.
Implementation of adequate health and safety systems and controls. |
The Directors have established procedures, as represented by this statement, for the purpose of providing a system of internal control. An internal audit function is not considered necessary or practical due to the size of the Company and the close day to day control exercised by the executive directors. However, the Board will continue to monitor the need for an internal audit function. The Board works closely with and has regular ongoing dialogue with the Finance Director and the outsourced finance function and has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
Principle 5: A well functioning board of directors
As at the date hereof the Board comprised, the Chairman Neil O’Brien, Managing Director Shaun Bunn, Finance Director Gregory Kuenzel and Non-Executive Director Peter Damouni. Details of the current Directors are set out within Principle Six below.
The Board meets at least twice per annum. It has established an Audit Committee, Remuneration Committee and AIM Compliance Committee, particulars of which appear hereafter. The Board has agreed that appointments to the Board are made by the Board as a whole and so has not created a Nominations Committee. The Board considers that this is appropriate given the Company’s current stage of operations. It shall continue to monitor the need to match resources to its operational performance and costs and the matter will be kept under review going forward. Peter Damouni and Neil O’Brien are considered to be Independent Directors. The Board shall review further appointments as scale and complexity grows.
The Company shall report annually on the number of Board and committee meetings held during the year and the attendance record of individual Directors. In order to be efficient, the Directors meet formally and informally both in person and by telephone.
Principle 6: Appropriate skills and experience of the Directors
The Board consists of four Directors and, in addition, the Company has employed the services of Gregory Kuenzel to act as the Company Secretary. The Company is satisfied that given its size and stage of development, between the Directors, it has an effective and appropriate balance of skills and experience across technical, commercial and financial disciplines. The Director’s experience and skills are listed on the Board & Management page.
The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal or informal.
| Details of Directors | Role(s) |
|---|---|
| Neil O’Brien | Non-executive Chairman Member of the Audit, Remuneration and AIM Compliance Committees |
| Gregory Kuenzel | Finance Director and Company Secretary |
| Peter Damouni | Non-executive Director Chairman of the Remuneration Committee, the AIM Compliance Committee and the Audit Committee |
Principle 7: Evaluation of board performance
Internal evaluation of the Board, the Committees and individual Directors is to be undertaken on an annual basis, in the form of both peer appraisal and discussions with the Nominated Advisor, to determine the effectiveness and performance of the various governance components, as well as the Directors’ continued independence.
The results and recommendations that come out of the appraisals for the directors shall identify the key corporate and financial targets that are relevant to each Director and their personal targets in terms of career development and training.
Principle 8: Corporate culture
The Board is aware that the tone and culture set by the Board will greatly impact all aspects of the Company performance and the way in which its employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company’s stakeholders not only have the opportunity to express their views and expectations for the Company but also encourages open dialogue with the Board and the Company’s representatives.
The Board places great import on open and respectful dialogue with employees, clients and other stakeholders and seeks to ensure that this approach flows through all that the Company does.
Principle 9: Maintenance of governance structures and processes
Ultimate authority for all aspects of the Company’s activities rests with the Board, and the respective responsibilities of the Managing Director and Financial Director arise as a consequence of delegation by the Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The Chairman is responsible for the effectiveness of the Board, while management of the Company’s business and primary contact with shareholders has been delegated by the Board to the Managing Director.
In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence a duty to avoid conflicts of interest; a duty not to accept benefits from third parties and a duty to declare any interest in a proposed transaction or arrangement.
The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.
The following committees have been established in line with the highest standards of corporate governance:
Audit Committee
The Audit Committee comprises Neil O’Brien and Peter Damouni who chairs this committee. This committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported. It receives reports from the executive management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee has unrestricted access to the Company’s auditors and meets as required to review the annual accounts or on the occurrence of a significant event.
Remuneration Committee
The Remuneration Committee comprises Neil O’Brien and Peter Damouni chairs this committee. The Remuneration Committee reviews the performance of the executive directors and employees and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also considers and approves the granting of share options pursuant to the share option plan and the award of shares in lieu of bonuses pursuant to the Company’s Remuneration Policy.
AIM Compliance Committee
The AIM Compliance Committee comprises Neil O’Brien and Peter Damouni who chairs this committee. The AIM Compliance Committee is responsible for the coordinating and monitoring the Company’s regulatory responsibilities including liaising with the Nominated Advisor and the London Stock Exchange as necessary. The purpose of the AIM compliance committee is to designate responsibility of ensuring best practice and application of the defined corporate governance procedures.
Nominations Committee
The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not created a Nominations Committee.
Principle 10: Shareholder communication
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. The Company provides regular on-line shareholder briefings and Q&A sessions. Investors also have access to current information on the Company on this website.