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 31 March 2026.
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: Purpose, strategy and business model
Empire Metals Limited is an exploration and development company focused on the discovery, definition and advancement of mineral projects with the potential to deliver long-term shareholder value. The Company’s strategy is to responsibly progress high-quality mineral assets through systematic exploration, technical evaluation and staged development, while maintaining financial discipline and robust governance standards.
The Company’s primary strategic focus is the advancement of its flagship Pitfield Project in Western Australia, a large-scale titanium discovery. Empire Metals is progressing Pitfield through drilling, metallurgical testwork and technical studies with the objective of defining a commercially viable project capable of supplying high-quality titanium products into global markets. The Board believes that early technical results demonstrate the potential for a differentiated, high-purity titanium product and support continued investment in the project.
Alongside Pitfield, the Company maintains a portfolio of exploration assets, which may be advanced, partnered, or divested depending on technical outcomes, market conditions and strategic alignment. This portfolio approach provides flexibility while allowing management to prioritise capital allocation toward the Company’s highest-value opportunities.
Empire Metals adopts a disciplined approach to project development, ensuring that capital deployment is aligned with technical progress and risk mitigation. The Company actively evaluates a range of funding and commercialisation pathways, including strategic partnerships, joint ventures and government-backed initiatives, particularly in jurisdictions supportive of critical minerals development.
The Board is committed to maintaining high standards of corporate governance, environmental responsibility and stakeholder engagement. Strategic decisions are guided by long-term value creation, transparency, and the responsible development of assets in accordance with applicable regulatory and ethical standards.
Principle 2: Corporate culture based on ethical values
The long-term success and sustainability of the Company depends on it having a strong corporate culture, grounded in ethical values and responsible behaviours. The Board sets the tone from the top and is responsible for promoting a culture that supports integrity, accountability, transparency and respect throughout the organisation.
The Board has established a framework of values, policies and governance practices designed to guide behaviour and decision-making at all levels of the Company. These include policies relating to ethical conduct, anti-bribery and corruption, health and safety, environmental responsibility, regulatory compliance and timely market disclosure. The Board expects all directors, officers, employees and contractors to act in accordance with these policies and with applicable laws and regulations.
The Company promotes an open and constructive working environment in which individuals are encouraged to raise concerns, ask questions and report potential misconduct without fear of retaliation. Appropriate arrangements are in place to allow issues to be escalated confidentially and, where necessary, investigated and addressed by management or the Board.
The Board monitors and reviews corporate culture as part of its ongoing governance responsibilities, taking into account the Company’s strategy, risk profile and stage of development. As Empire Metals progresses its projects and grows its operations, the Board remains focused on ensuring that the Company’s culture continues to align with its values, supports responsible risk management and underpins sustainable long-term value creation for shareholders and other stakeholders.
Principle 3: Meeting 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 may contact the management team and board through the company’s Investor Relations team via email on ir@empiremetals.com and they also have access to current information on the Company on this website.
As the Company evolves, the Board continues to review and enhance its investor engagement approach to ensure communication remains clear, accessible and aligned with shareholder expectations.
Principle 4: Wider stakeholder interests
Key Resources and Relationships: The Board identifies the Company’s principal resources and relationships as including its people, its mineral assets and licences, regulatory and government relationships, shareholders and capital providers, contractors and suppliers, and local communities in the jurisdictions in which it operates. Environmental, social and regulatory considerations are integral to the stewardship of these resources and are considered throughout the exploration and development lifecycle.
Responsibility for Stakeholder Engagement: Overall responsibility for stakeholder engagement rests with the Board. Day-today engagement with shareholders, regulators, local stakeholders and industry participants is delegated to management, with oversight from the Board. The Managing Director leads investor and strategic stakeholder engagement, while the Board collectively retains responsibility for ensuring that stakeholder considerations are appropriately reflected in strategy, risk management and decision-making.
Stakeholder Feedback and Board Oversight: The Company engages with stakeholders through a range of channels, including virtual and in-person investor meetings, conference participation, community and industry engagement, formal disclosures, and ongoing dialogue with advisers and partners. Feedback from shareholders and other stakeholders is reported to the Board and considered as part of regular Board discussions.
Stakeholder input has informed decisions relating to project focus, capital allocation, disclosure practices, environmental management and the pacing of project advancement. The Board reviews stakeholder-related risks and opportunities on an ongoing basis and considers whether changes to strategy, priorities or governance arrangements are required to support sustainable long-term value creation.
Principle 5: Embedding effective 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 Company operates a clear risk assessment matrix, identifying key risks, their ownership and the controls that are in place. This matrix is updated as changes arise in 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.
Regarding internal controls, the Directors have established procedures, as represented by the company’s corporate governance 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.
The following principal risks and controls to mitigate them, have been identified:
| Activity | Risk | Impact | Control(s) |
| Health and Safety | Impact to employees, workers, or contractors from occupational health exposures or injuries from industrial accidents or unforeseen acts | Potential property damage, equipment damage, personal injuries, loss of life and impact to employees and communities | Vigorously apply international safety and health standards to the design and execution of all of its activities, including engagement and consultation with local communities, to ensure any impacts of current and future activities are minimised and appropriately managed. |
| Environmental | Negative environmental impact of operations. | The ultimate development of any project into a mining operation will inevitably impact considerably on the local landscape and communities. | Vigorously apply international standards to the design and execution of any and all of its activities, including engagement and consultation with local communities, and non-governmental and Governmental organisations to ensure any impacts of current and future activities are minimised and appropriately managed. |
| Exploration and Mining | 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 |
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 | 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 and other commodity prices | 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 or titanium products could result in lower commodity prices that 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. Establishment of long term off take agreements and strategic partnerships with downstream users and manufactures. |
| Strategic | 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/ liquidity | Misappropriation of funds.
Ability to raise further capital. |
Fraudulent activity and loss of funds.
The Group may be required to reduce the scope of its investments or anticipated expansion. |
Robust financial controls and split of duties.
Ongoing monitoring of economic events and markets. |
| Political, economic and regulatory regime | 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. |
| Operational | Future pandemic outbreak. | Change in Macro economic conditions. | Ongoing monitoring of economic events and markets. |
| Cyber/IT | IT Security | Loss of critical financial data. | Regular back up of data online and locally. |
Principle 6: The board as a well-functioning, balanced team
The Board of Directors, led by the Non-Executive Chairman, Neil O’Brien, defines the purpose of the Company and determines the appropriate strategy to deliver this. The Board is also responsible for making key decision in relation to the following: financial planning, reviewing financial performance and operational matters; setting the Company culture; the governance framework; investors and Director performance. The Board’s role is critical to maximise the success of the business, and in delivering value to shareholders and other stakeholders.
The Chairman leads on governance matters, actively seeking input from the other Non-Executive Directors where appropriate.
Empire Metals’ Board is constituted as follows:
- Non-Executive Chairman, Neil O’Brien
- Two Executive Directors: Shaun Bunn, Gregory Kuenzel
- Two Non-Executive Directors: Peter Damouni, Phillip Brumit
The Board offers a wealth of expertise, depth of knowledge and wide range of experience in the mining industry, in financial and operational aspects of Empire Metals’ business, in public markets and in operating in Australia and across different geographies around the world.
The Board meets at least twice per annum. It has established an Audit Committee, Remuneration Committee, AIM Compliance Committee and Technical 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. 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. All Directors devote ample time in order to discharge their duties both at and outside of Board meetings. In addition, Non-Executive as well as Executive Directors visit the Group’s operations when opportunities to do so arise. The formal board meetings held and attended during the year are detailed below:
| Meetings Attended | Meetings eligible to attend | |
| Neil O’Brien | 6 | 6 |
| Gregory Kuenzel | 6 | 6 |
| Peter Damouni | 6 | 6 |
| Shaun Bunn | 6 | 6 |
| Philip Brumit | 6 | 6 |
The Group is dependent upon its executive management team and various technical consultants. Whilst it has entered into contractual agreements with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. The development and success of the Group depends on its ability to recruit and retain high quality and experienced staff. The loss of the service of key personnel or the inability to attract additional qualified personnel as the Group grows could have an adverse effect on future business and financial conditions.
Nevertheless, through programmes of incentivising staff, appropriate succession planning, and good management these risks can be largely mitigated.
Principle 7: Governance structures
The Board consists of five 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. In 2025, to reflect the evolution of the company’s development from exploration into a mining development company, Phil Brumit was appointed as a Non-Executive Director and a new Technical committee was established. The Director’s experience and skills are listed on the Board & Management page. The governance structures are continually reviewed and updated by the Board, to reflect the fast-growing and ongoing development of the Company.
The Board reviews the training and development needs of its Directors on an annual basis and Directors have ongoing access to resources as appropriate for the updating of their skills and knowledge. The Board also has access to Management and Management’s technical expertise for the purposes of staying abreast of company and market developments. All Directors are also able to seek advice from the Company’s external advisors if they wish.
Neil O’Brien
Non-executive Chairman
Member of the Audit, Remuneration, AIM Compliance Committee and Technical Committee.
Shaun Bunn
Managing Director
Member of the Technical Committee
Gregory Kuenzel
Finance Director and Company Secretary
Peter Damouni
Non-executive Director
Chairman of the Remuneration Committee, AIM Compliance Committee and the Audit Committee.
Phillip Brumit
Non-executive Director
Chairman of the Technical Committee
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.
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.
There was one Audit Committee meeting held during the year.
The Audit Committee Policy states that two Audit Committee meetings should be held during the year. The pre-audit planning
memorandum was presented to the Committee and comments submitted by email, as a result, a formal meeting was not
convened prior to the 2025 audit commencing.
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.
There were two Remuneration Committee meetings held during the year.
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 Nomad 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.
No AIM Compliance Committee meetings were held during the year due to no significant changes to AIM Rules and no significant events requiring consideration by the committee.
Technical Committee
First established in 2025, the Technical Committee comprises Phillip Brumit who chairs this committee, Neil O’Brien and Shaun Bunn. The Technical Committee provides expert oversight on critical technical and operational aspects, including reviewing mineral reserves/resources, project development, mining/metallurgical processes, technical risks, and technology, ensuring compliance and recommending improvements for major projects and acquisitions.
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 8: 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 peer appraisal and discussions 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. Progress against previous targets shall also be assessed where relevant.
Principle 9: Remuneration policy
As detailed under Principle 7, the Remuneration Committee is responsible for considering all material elements of the remuneration policy to ensure it is transparent, fair and understandable to shareholders whilst reflecting the company’s values and strategic goals and the remuneration and incentivisation of senior management (as appropriate).
The Remuneration Committee review the Company’s remuneration policies to ensure that the Company attracts, retains
and motivates the most qualified talent who will contribute to the long-term success of the Company whilst being
proportionate and justifiable.
Principle 10: Shareholder and stakeholder communication
Empire Metals is committed to maintaining good and transparent relations with shareholders. The Company’s website is regularly updated with all the required regulatory information and news events as well as other corporate, shareholder and operational information.
Empire Metals actively engages with investors through 1-1 and group meetings as well as virtual platforms such as Investor Meets Company. The company responds to direct investor questions sent via the website or to ir@empiremetals.com and reviews and considers all feedback on a regular basis. The corporate presentations from such investor conferences (both virtual and in-person) are made available on the Company website and viewable as webcasts.
The Company’s investor relations programme is supported by the Company’s Business Development function and Nominated Adviser and joint broker SP Angel Corporate Finance LLP, together with joint brokers Canaccord Genuity Limited and Shard Capital Limited and the Company’s financial PR advisers Tavistock.
Investors also have access to current information on the Company though its website, www.empiremetals.co.uk.