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Corporate governance

The directors intend that the company will comply with the provisions of the Combined Code and best practice so far as it is practicable for a company of its size. The company has two executive directors and three non-executive directors with relevant sector experience. All major decisions relating to the company are made by the board as a whole. Operations are conducted by the subsidiaries of the company (principally Shanta Mining Company Limited) under the direction of the chief operating officer. The company is represented on the board of Shanta Mining Company Limited.

An audit committee, comprising two non-executive directors, has been established by the company. The audit committee meets at least twice each year and is responsible for ensuring the appropriate financial reporting procedures are properly maintained and reported on, and for meeting with the company’s auditors and reviewing their reports and accounts and the company’s internal controls.

The company has in addition established a remuneration committee, comprising two non-executive directors. The remuneration committee will meet at least once a year and will be responsible for reviewing the performance of the senior staff, setting their remuneration, determining the payment of bonuses, considering the grant of options under any share option plan and, in particular, the price per share and the application of the performance standards which may apply to any grant.

The company has also established a board committee to underline the importance attached to health, safety, environment and community.

The board reviews key business risks regularly, including the financial risks facing the company in the operation of its business.

The company operates a share dealing code for directors on the basis set out in the Listing Rules.