Corporate Governance Policy as at 30 June 2019
The Company has adopted the Quoted Company Alliance Corporate Governance Code 2018 (the ‘QCA Code’) in line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code.
The Board recognises the importance of good corporate governance and considers that a strong corporate governance foundation is essential in delivering shareholder value. The QCA Code has ten principles that companies should look to apply within their business. Rockfire seeks to adhere to these principles to the highest level possible.
Set out below is an explanation at a high level of how the Company currently complies with the principles of the QCA Code and, to the extent applicable, those areas where the Company’s corporate governance structures and practices differ from the expectations set out in the QCA Code. Annual updates will be provided on the Company’s compliance with the QCA Code.
Establish a strategy and business model which promote long – term value for shareholders.
Rockfire Resources is a resources exploration company with a board and management experienced in both corporate and technical know-how.
To discover, develop and mine economic deposits of gold, copper and silver.
The purpose of the business is to create a successful, value-driven and growth-orientated business to maximise shareholder wealth.
The Company shall be run as a commercially-minded company, seeking to return an increase on investment capital to shareholders. Proven methods of raising capital through recognised means available to publicly-listed companies will be relied on to fund exploration efforts and administrative costs. Commercially-viable strategies will be considered to create value from the company assets, including development, mining, joint venture, farm-out or sale of each asset.
The means to achieve the strategy include;
• Focus the business of exploration on world-class mineralised domains
• Establish a strict criterion for selecting tenements/projects for acquisition
• Utilise industry-recognised methods of exploration in series or in parallel
• Develop a “results-driven” exploration approach to on-going exploration effort and expense
• Explore, define resources and develop/sell projects achieving success
• Implement a disciplined review process to monitor expenditure
• Consider commercial options for projects which no longer meet the criteria established by the Company
Seek to understand and meet shareholder needs and expectations.
NEEDS OF SHAREHOLDERS
The principal need of a shareholder is to achieve a return on their investment.
EXPECTATIONS OF SHAREHOLDERS
A shareholder can reasonably expect the Company and Management to;
• deliver on its obligations and commitments to Principal 1
• ensure its management and directors act with integrity and professionalism in running the company
• direct the expenditure of monies on appropriate exploration methods and to ensure expenditure is justified and accountable
• provide enough flow of information on exploration progress to allow the shareholder to make informed decisions on their investment
• publish clear and concise announcements, with minimal technical complexity
• have open access to the Board or CEO to provide clarification
We seek to engage with our shareholders through updates to the market via regulatory news flow (‘RNS’), on matters of a material substance and regulatory nature. Whilst being mindful of the requirements of the AIM Rules and Market Abuse Regulations the Board may engage with Shareholders directly from time to time in relation to questions that they may have and other matters.
The Company’s AGM will also provide an opportunity for shareholders to ask questions during the formal business of the meeting and informally following the meeting.
The Board shall ensure that the voting decisions of shareholders at the AGM are reviewed and monitored and that approvals sought at the Company’s AGM will be in line with the recommended corporate guidelines of the QCA Code.
Shareholder enquiries should be emailed to: firstname.lastname@example.org.
Consider wider stakeholder and social responsibilities and their implications for long term success.
The Board believes that engaging with stakeholders strengthens relationships and helps make better business decisions to deliver on commitments. The Board is regularly updated on wider stakeholder engagement feedback to stay abreast of stakeholder insights into the issues that matter most to them, and to enable the Board to understand and consider these issues in decision-making. Aside from Shareholders, suppliers and customers, our workforce is one of the most important stakeholder groups and the Board therefore closely monitors their feedback to ensure alignment of interests
The Board has established a safe and healthy work environment, which complies with the relevant Occupational Health and Safety laws. It has tried to ensure that the workforce is provided with enough training to develop the appropriate skills and knowledge to complete the tasks requested of them.
The Company shall;
• adhere to the relevant laws, rules and regulations within the jurisdictions in which it operates
• ensure technical reporting obligations are submitted on time
• complete environmental management reports for the government
• comply with site-clearing and rehabilitation guidelines and expectations on a “best practice” approach
The Company shall respect traditional lands, customs and culture on all land with registered traditional ownership. Heritage clearance, as required by law shall be sought and honoured. Where appropriate, traditional landowners shall be consulted with and included in any opportunities for employment on an equal basis.
LANDOWNERS & PASTORALISTS
The Company shall respect and acknowledge the rights of landowners and leaseholders. The Company shall work with the landowner in an ethical manner and where possible, shall offer opportunity to the landowner to participate in the work program.
CONTRACTORS & SUPPLIERS
• For the sake of Occupational Health & Safety, all contractors and sub-contractors shall be treated in the same manner as employees.
• Independent contractors will be required to provide their own PPE (personal protective equipment) whilst working on any of the Company sites
• All Contractors shall be subject to a Site Induction on their first visit to any of the sites being explored by the Company.
• All independent contractors will be required to carry their own Public Liability and Workers Compensation Insurances.
• To ensure a safe and productive work environment, the appropriate Occupational Health & Safety requirements, induction procedures and safety precautions shall be established by the Company.
• The Company has designated an appropriately experienced and qualified representative to act as a “Liaison Officer” between contractors and the Company.
Embed effective risk management, considering both opportunities and threats, throughout the organisation.
To assist the risk management function of the Audit Committee, the Company has established a Risk Management Policy, which is available on the Company’s website https://www.rockfireresources.com/wp-content/uploads/2018/09/ROCK-Risk-Management-Policy_2018.pdf . The Risk Management Policy is reviewed annually and was reviewed in 2018. Management reports regularly to the Audit Committee and the Board on its management of material business risks.
The Company has an established framework of internal control, the effectiveness of which is regularly reviewed by executive management, the Audit Committee and the Board to ensure an ongoing assessment of significant risks facing the Company and the Group.
The Board recognises that maintaining sound controls and discipline is critical to managing the downside risks to its business plan.
The Board is responsible for reviewing and approving overall Company strategy, approving profit & loss and capital budgets & plans, and for determining the financial structure of the Company including treasury, tax and dividend policy. Relevant information is circulated to the Directors in advance of meetings. Monthly results and variances from plans and forecasts are reported to the Board.
The Audit Committee assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls.
The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group. The principal elements of the Group’s internal control system include:
– Close management of day-to-day activities of the Group by the executive directors;
– An organisational structure with defined levels of responsibility, which promotes efficient and commercial decision-making while minimising risks;
– Annual budgeting process which is approved and periodically reviewed by the Board;
– Detailed monthly reporting of performance against budget; and
– Central control over key areas such as capital expenditure and banking facilities.
There are comprehensive procedures for budgeting and planning, for monitoring and reporting to the Board business performance against those budgets and plans, and for forecasting expected performance over the remainder of the financial period. These cover financial performance, cash flows, capital expenditure and balance sheets. Monthly results are reported against budget and compared with the prior year, and forecasts for the current financial year are regularly revised considering actual performance.
Maintain the board as a well-functioning, balanced team led by the Chair.
The Board Charter is available on the website on https://www.rockfireresources.com/wp-content/uploads/2018/09/Rockfire-Resources-PLC-Board-Charter_2018.pdf.
The Board comprises the Executive Chairman , one Executive Director and three non-executive Directors.
The biographies of the board members can be found on the Company’s website on https://www.rockfireresources.com/company/board-of-directors/.
The Board is satisfied that it has a suitable balance between independence and knowledge of the Group and its operations to discharge its duties and responsibilities effectively. The Board receives daily updates from the management team through phone calls, face-to-face skype meetings and emails. All directors use their independent judgement and to challenge all matters, whether strategic or operational and to present ideas and concepts to the Board for consideration.
All directors are expected to devote the necessary time commitments required by their position and as a minimum, are expected to attend the four regular Board meetings held annually. All Directors have attended all board meetings. The Board meets outside of these meetings on an ad hoc basis as necessary. The current board is in daily contact with each other and both directors are informed of matters both corporate and technical. The CEO/MD, Mr Price is authorised and responsible for the management of the organisation and its operations by way of delegated authority from the board, or as expressed in the organisation’s constitution. This delegation of authority generally includes responsibility for:
Developing business plans, budgets and strategies for consideration by the Board and, to the extent approved by the board, implementing these plans, budgets and strategies;
Ensuring the organisation’s operations and business are within the parameters set by the Board from time to time and that the Board is kept informed of material developments in the organisation’s affairs, operations and business;
Where proposed transactions, commitments or arrangements exceed threshold parameters set by the board, referring the matter to the Board for its consideration and approval;
Identifying and managing operational and corporate risks for the organisation and, where those risks could have a material impact on the organisation, formulating strategies for managing and mitigating those risks, including for consideration and endorsement(as applicable) by the Board;
Managing the organisation’s financial and other reporting mechanisms, and control and monitoring systems, to ensure that these mechanisms and systems capture all relevant material information on a timely basis, are functioning effectively and are founded on a sound basis of prudential risk management;
Ensuring that the Board is provided with sufficient accurate information on a timely basis in regard to the organisation, its operations, business and affairs, and in particular with respect to the organisation’s corporate performance, financial condition, operations and prospects, so as to reasonably position the Board to fulfil its governance responsibilities.
The role of Mr Price as MD/CEO is a full time role.
The Chairman, Mr Hart, is responsible for the leadership of the Board, ensuring it is effective, setting the agenda of the Board, conducting the Board meetings and conducting the shareholder meetings. The Chairman should facilitate the effective contribution of all Directors and promote constructive and respectful relations between Board members and management. The role of Mr Hart as Chairman is Executive and his time commitment varies on corporate needs of the Company
The Audit Committee is scheduled to meet at least twice a year but may meet more frequently regarding the Company’s audit or ongoing risk management issues. The Chairman of the Audit Committee is Mr Ian Staunton. The Remuneration Committee is scheduled to meet at least once a year. The Chairman of the Remuneration Committee is Mr Nicholas Walley. The Company will report annually on the number of Board and committee meetings held during the year and the attendance record of individual Directors. This information is disclosed in the Company’s Annual Report and Accounts. Formal agendas, papers and reports are sent to the directors in a timely manner, prior to the Board meetings.
Membership of the Board, its activities, performance and composition are subject to periodic review.
CONFLICTS OF INTEREST
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to, and, where appropriate, agreed with the rest of the Board.
Ensure that between them, the directors have the necessary up-to-date experience, skills and capabilities.
The Board Charter is available on the website https://www.rockfireresources.com/wp-content/uploads/2018/09/Rockfire-Resources-PLC-Board-Charter_2018.pdf
Biographical details of the directors can be found on https://www.rockfireresources.com/company/board-of-directors/ .
As part of its Commitment to its Corporate Governance, each director is required to undertake at least one training program annually to maintain or improve his/her skill level. Such training may include attendance at a conference, formal training or a short course.
The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.
The Board 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.
As part of its Commitment to its Corporate Governance, each director is required to undertake at least one training program annually to maintain or improve his/her skill level. Such training may include attendance at a conference, formal training or a short course.
APPOINTMENT, REMOVAL & RE-ELECTION
The Board makes decisions regarding the appointment and removal of Directors, and there is a formal, rigorous and transparent procedure for appointments.
There is no separate nomination committee. The Board considers that the Company is not of sufficient size and level of activities to justify having a nomination committee. However, this will be kept under regular review.
The Company’s articles of association require that one-third of the Directors must stand for re-election by shareholders annually in rotation and that any new Directors appointed during the year must stand for election at the AGM immediately following their appointment.
Each Director can take independent professional advice in the furtherance of his duties, if necessary, at the Company’s expense. In addition, the Directors have direct access to the advice and services of the Company Secretary and Chief Financial Officer.
Mr Stephen Ronaldson has been appointed Company Secretary and works closely with the Chairman. Mr Larry Behan has been contracted as Chief Financial Officer. Druces (UK Legal), Harbinson and Co. (Australian Financial), and Terra Search (Australian Technical) are all Advisers to Rockfire. Both directors have access to these Advisers.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.
The Board Charter is available on the website onhttps://www.rockfireresources.com/wp-content/uploads/2018/09/Rockfire-Resources-PLC-Board-Charter_2018.pdf .
The Board currently constitutes one Executive Director , the Executive Chairman and three Non-Executive Directors.
The Chairman will assess the individual contributions of each member of the Board to ensure that:
• their contribution is relevant and effective;
• they are committed; and
• where relevant, they have maintained their independence.
The evaluation of the Board shall be carried out annually and on a three-yearly cycle the evaluations may be facilitated by an independent evaluator. The internal reviews will generally include a questionnaire completed by each Board member. The Chairman will typically take leadership of this process and allow for feedback from other Board members about their performance. The Chairman will collate feedback in a report and facilitate discussion on its contents.
The Board review will entail, inter alia:
• Board’s mission and goals;
• Board composition and effectiveness;
• Performance against strategic plan;
• Board’s protocols and processes;
• Adherence to the code of conduct;
• Relationships with stakeholders; and
• Continuous professional learning of Board members.
The Remuneration Committee will compare the performance of the Board with the requirements of its charter, the Company vision and KPI’s.
Succession planning is considered by the Board as a whole. The Board will annually review and make recommendations relating to talent management and succession planning for the Board and the CEO. As the company grows both organically and inorganically, the company will require additional skills to ensure Rockfire has an appropriate Board. The future composition of the Board will depend on the speed of growth and the trajectory that growth takes.
Promote a corporate culture that is based on ethical values and behaviours.
The Board has adopted a Code of Conduct which is available on the Website.
CODE OF CONDUCT
It is the Board’s view that the Company’s corporate culture is consistent with its objectives, strategy and business model. A large part of the Company’s activities is centred upon what needs to be an open and respectful dialogue with employees, clients and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.
The Board has adopted a code of conduct which provides a framework for ethical decision-making and actions across the Group. The code of conduct reiterates the Group’s commitment to integrity and fair dealing in its business affairs and its duty of care to all employees, contractors and stakeholders.
Each Board members adherence to the Group’s code of conduct is assessed as part of the annual Board review & appraisal.
Employees are assessed on their performance and their adherence to The Code of Conduct through their annual performance review.
ANTI-CORRUPTION AND BRIBERY
The Board has adopted an anti-corruption and bribery policy to further ensure honest and ethical conduct of employees. The Company has a zero-tolerance approach to bribery and corruption.
The Company Secretary is responsible for monitoring compliance with and maintaining the anti-corruption and bribery policy.
The Company also provides periodic training to employees to ensure they are aware of their responsibilities in relation to bribery and corruption.
Maintain governance structures and processes that are fit for purpose and support good decision making by the board.
The Board is responsible for approving the Company strategy and policies, for safeguarding the assets of the Company, and is the ultimate decision-making body of the Company in all matters except those that are reserved for specific shareholder approval.
The Board sets direction for the Company through a formal schedule of matters reserved for its decision.
The Board meets at least four times each year in accordance with its scheduled meeting calendar and maintains regular dialogue between Board members.
Prior to the start of each financial year, a schedule of dates for that year’s Board meetings is compiled. This may be supplemented by additional meetings as and when required.
The Board and its Committees receive appropriate and timely information prior to each meeting, with a formal agenda being produced for each meeting, and Board and Committee papers distributed several days before meetings take place.
Any Director may challenge Company proposals and decisions are taken democratically after discussion. Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting, which are then circulated to all Directors. Any specific actions arising from such meetings are agreed by the Board or relevant Committee and then followed up by the Company’s executive management team.
ROLES & RESPONSIBILITIES
There is a clear division of responsibility at the head of the Company.
THE CHAIRMAN IS RESPONSIBLE FOR:
• running the business of the Board;
• setting the agenda for Board meetings;
• ensuring appropriate strategic focus and direction;
• facilitating effective contribution from all Directors; and
• promoting constructive and respectful relations between the Board and management.
THE CHIEF EXECUTIVE OFFICER IS RESPONSIBLE FOR:
• proposing the strategic focus to the Board;
• implementing strategy once it has been approved by the Board;
• overseeing the management of the Company through the executive management team; and
• where proposed transactions, commitments or arrangements exceed the thresholds set by the Board to refer the matter to the Board for its consideration, review and approval.
The Board is supported by the Audit and Remuneration committees. Each committee has access to such resources, information and advice as it deems necessary, at the cost of the Company, to enable the committee to discharge its duties.
The Audit Committee’s primary function is to assist the Board in fulfilling its responsibilities by reviewing the:
• Quality and integrity of financial reporting.
• Systems of internal control which management and the Board have established to safeguard the Group’s financial and physical assets and facilitate compliance with relevant statutory and regulatory requirements.
• Processes for business risk identification, quantification and mitigation.
• Effectiveness and independence of the external audit process.
• Quality and relevance of financial and non-financial information provided to management and the Board on which decisions will be based.
The Audit Committee Chairmen is Mr Ian Staunton.
The Audit Committee acts as the Board’s committee to oversee risk. The role of the Audit Committee is available on the website at https://www.rockfireresources.com/wp-content/uploads/2018/09/Roles-of-Audit-and-Remuneration-Committees.pdf .
It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board and executive team by remunerating directors and key executives fairly and appropriately with reference to relevant employment market conditions. The expected outcomes of the remuneration structure are:
• Retention and motivation of key executives;
• Attraction of quality management to the Company; and
• Performance incentives which allow executives to share the rewards of the success of Rockfire Resources.
The Remuneration Committee Chairman is Mr Nicholas Walley
All matters that have a material impact upon the Company or any of its subsidiaries will be referred to the Board. However, below is a schedule of matters reserved specifically for the decision of the Board or a duly authorized committee thereof. The Board has the authority to obtain outside legal or other independent advice at the expense of the Company.
• Approval of full year (preliminary) and half year results announcements.
• Adoption of significant change in accounting policies or practices.
• Approval of all circulars and prospectus to shareholders.
• Changes relating to the capital structure of the company.
• Approval of increases in share capital of any Group Company.
• The approval of all guarantees given by the Company.
• Ratify the use of Rockfire Resources plc company seal.
• Convening general meetings of the Company.
• Recommending to shareholders the approval of alterations to the Memorandum and Articles of Association of the company.
• Making any take-over offer for another company or other companies within the City Code on Takeovers and Mergers and considering a response to any such approaches to the Company.
• Annual report and accounts
TO ISSUE THE ANNUAL REPORT AND ACCOUNTS OF THE COMPANY HAVING APPROVED THE FOLLOWING:
• Strategic Report.
• Directors Report.
• Remuneration, Audit and Nomination Committee Reports
• Accounts and notes to the accounts.
APPOINTMENTS AND STRUCTURE
• Appointment and removal of the Chairman.
• Appointment, removal and re-election of the Directors.
• Appointment and removal of the Company Secretary.
• Reviewing succession planning for the Board and senior management of the Group.
• Carry out a formal and rigorous review of its own performance and that of its committees and individual directors on an annual basis.
BUDGETS, CONTRACTS AND BUSINESS DEVELOPMENT
• Approval of strategic plans of the company.
• Approval of the annual budget of the company.
• Approval of significant changes in treasury and foreign currency policy of the company.
• Approval of material contracts.
• Significant changes to the company’s activities to include, acquisitions or divestments or entry into a new foreign jurisdiction or exit from an existing one.
• Internal controls
TO RECEIVE REPORTS DIRECTLY FROM THE CHIEF EXECUTIVE OFFICER ON THE GROUP’S INTERNAL CONTROL SYSTEMS AND TO CONSIDER AMONGST OTHERS:
• Changes in the nature and extent of significant risks to the business.
• The key risks and how these are evaluated and managed.
TO REVIEW ANNUALLY THE EFFECTIVENESS OF THE COMPANY’S INTERNAL CONTROL SYSTEMS AND CONSIDER:
• For identified weaknesses, the actions being taken and the timeliness of rectification.
• The effectiveness and output of the management’s review process.
• Incidence of major control weaknesses, their cause and potential impact on the business.
• To report to shareholders on the review of the internal control systems.
• Approving terms of reference for Board Committees and agreeing division of responsibility between Chairman and Chief executive Officer.
• Recommendation to shareholders to appoint or remove the Company’s auditors including approval of their fees.
• Appointment or removal of the Company’s principal advisors.
• Approval of major changes in employee share and incentive schemes.
• Approval of the Group’s Health and Safety Policy.
• Approval of the Group’s Environmental Policy.
• Monitoring of the Directors and Officers Liability Insurance.
• Agreeing fee levels for Non-Executive Directors.
As the Group grows and develops the Board will periodically review its corporate governance framework to ensure it remains appropriate for the size, complexity and risk profile of the Group
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Company has adopted a Communications Policy which can be viewed on the Company’s website at https://www.rockfireresources.com/wp-content/uploads/2018/09/Rockfire-Resources-PLC-Shareholder-Communications-Policy_2018.pdf
The Board attaches great importance to providing shareholders with clear and transparent information on the Company’s activities, strategy and financial position.
The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year announcements, the Annual General Meeting (‘AGM’) and one-to-one meetings with large existing or potential new shareholders.
The Company announces significant developments which are disseminated via various outlets including, the London Stock Exchange’s Regulatory News Service (RNS).
A contract for Investor Relations Manager was appointed in August 2018 and remains a key part of encouraging shareholder interaction and listening to feedback. A range of corporate information (including all Company announcements, presentations, historical annual reports and notices of general meetings for the last 5 years, as well as results of AGMs) is also available to shareholders, investors and the public on the Company’s corporate website, www.rockfireresources.com.
The Board receives regular updates on the views of shareholders through briefings and reports from the Contractor of Investor Relations, the CEO and the Company’s brokers. The Company communicates with investors frequently through briefings with management. In addition, analysts’ notes and brokers’ briefings are reviewed to achieve a wide understanding of investors’ views.
The outcomes of all historical AGM’s and GM’s can be viewed on the company website as well as all RNS’s made by the company on https://www.rockfireresources.com/news-reports/company-announcements/