ROCKFIRE RESOURCES PLC 2023 REVIEW
Corporate Governance Statement
The Board recognises the importance of good corporate governance and considers that a strong corporate governance foundation is essential in delivering shareholder value.
Set out below is an explanation at a high level of how the Company expects to perform and adhere to the principles of the QCA Code throughout 2023 .
Principle 1 – Establish a strategy and business model which promote long-term value for shareholders
Rockfire is an AIM-quoted mineral explorer with projects located in northern Queensland, Australia and the Peloponnese region of Greece. The Company’s strategy is to identify mineral deposits which can be developed into mines to create value and income for shareholders.
Throughout 2022, the Board has delivered on its strategy to achieve growth of the Group, with highly successful exploration results at Molaoi in Greece and at the Plateau gold deposit and Copperhead project, in Queensland, Australia.
The Company continues to seek other resource projects.
Principle 2 – 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; and
- 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.
Principle 3 – Take into account wider stakeholder and social responsibilities and their implications for long-term success
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; and
- 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 anethical 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
- 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.
Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout the organisation
The risks facing the Company are detailed in the risk management section of the Strategic Report. The Board seeks to mitigate such risks so faras it is able to do, but certain important risks cannot be controlled by the Board.
In setting and implementing the Company’s strategies, the Board, having identified the risks, seeks to limit the extent of the Company’s exposure to them having regard to both its risk tolerance and risk appetite.
Principle 5 – Maintain the board as a well-functioning, balanced team led by the chair
Ian Staunton is considered to be independent. Nicholas Walley and Patrick Elliott, as significant shareholders, are not considered to be independent.
The Company is aware that having an Executive Chairman is not in line with the recommendations made by the QCA. The role of Executive Chairman has been primarily to ensure that best practice policies and procedures are implemented through identifying and appointing the appropriate Directors, ensuring the Board is run in an effective manner, and assisting the Chief Executive Officer with legacy matters. There is a clear split of responsibilities between the Executive Chairman and the Chief Executive Officer. The Board believes that the skillsets of the Chairman and the non-independent Non-executive Directors are appropriate and beneficial for all shareholders and stakeholders.
All Directors are expected to devote the necessary time commitments required by their position and are expected to attend all Board meetings. The Board convenes outside these meetings on an ad hoc basis as and when it deems necessary.
The Chief Executive Officer works full time for the Company. The Executive Chairman is expected to devote sufficient time as to fulfil the needs of the Company. The Non-executive Directors are expected to dedicate up to 3 days per month to the Company’s affairs. The Board is satisfied that each of the Directors is able to allocate sufficient time to the Company to discharge their responsibilities effectively.
The number of meetings of the Board and attendance for the year ended 31 December 2022 are set out below:
|Meetings held||Meetings attended|
Principle 6 – Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Board comprises the Executive Chairman, Gordon Hart; the Chief Executive Officer, David Price; and three Non-executive Directors, Ian Staunton, Patrick Elliott and Nicholas Walley. Further details on the Board can be found on the Director biographies section of the 2022 Annual Report, which details the relevant experience, skills and personal qualities and capabilities that each director brings to the board.
The Board is therefore satisfied that it has a suitable balance between independence on the one hand, and direct managerial and operational knowledge of the Company on the other, which ensures that no individual or group may dominate the Board’s decisions. The Board is also satisfied that the Board has sufficient knowledge of the Group and its operations to enable it to discharge its duties and responsibilities effectively. All Directors use their independent judgement to challenge all matters, whether strategic or operational.
The Directors endeavour to ensure that their knowledge of best practices and regulatory developments is up to date by technical reading and attending relevant seminars and conferences as considered necessary. All Directors receive regular updates on legal and governance issues. Nicholas Walley has been attending various QCA seminars on remuneration. David Price has attended various technical seminars. Gordon Hart has attended numerous webinars and conferences held by the Australian Institute of Company Directors. All Directors are encouraged to attend presentations, conferences and webinars which improve their skill base.
Rockfire has a Company Secretary whose role is to work closely with the Chairman to maintain high standards of corporate governance, ensuring that the necessary information is supplied to the Directors on a timely basis and that the Company complies with all applicable rules, regulations and obligations governing its operation.
The Board has regular contact with its advisors to ensure that it is aware of changes to generally accepted corporate governance procedures and requirements and that the Group remains compliant with applicable rules and regulations. The Company’s nominated advisor supports the Board’s development, specifically providing guidance on corporate governance and other regulatory matters, as required.
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.
Neither the Board nor its committees have sought external advice on a significant matter during this period.
Principle 7 – Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Given the current stage of the Company’s development the Directors believe that the Board operates efficiently and cost effectively and that the cost of an internal or external review process is not justified. Nevertheless, it is intended that the Board will be strengthened in due course to reflect the Group’s progress with exploration and growth.
No board performance evaluation has taken place in the year for the reason described above.
Principle 8 – Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Group as a whole and that this will impact the performance of the Group. The Board is aware that the tone and culture set by the Board will greatly impact all aspects of the Group and the way that employees and other stakeholders behave. The Corporate Governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders, and that shareholders have the opportunity to express their views in a manner that encourages open dialogue with the Board. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.
A large part of the Company’s activities is centred upon an open and respectful dialogue with employees, contractors, clients and other stakeholders. The Board places great importance on this aspect of corporate life and seeks to ensure that transparency and openness are evident in all that the Company does. The Directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge.
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 member’s adherence to the Group’s code of conduct is assessed annually. Employees are assessed on their performance and their adherence to the code of conduct through their annual performance review.
Principle 9 – 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 facilitatecompliance with relevant statutory and regulatory requirements;
Processes for business risk identification, quantification and mitigation;
Effectiveness and independence of the external audit process; and
Quality and relevance of financial and non-financial information provided to management and the Board on which decisions will be based.
The Audit Committee acts as the Board’s committee to oversee risk.
The Remuneration Committee acts as the Board’s committee to oversee employment and remuneration contracts for management and directors.
The roles of the Audit and Remuneration Committees are available on the website at www.rockfireresources.com
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 authorised 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.
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.
Principle 10 – Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
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, full-year and half-year announcements, the Annual General Meeting 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).
The Audit Committee is chaired by Ian Staunton and includes Patrick Elliott and Gordon Hart, and their biographies can be found on page 7. The role of the committee is to consider and approve the interim results, and with the auditors to consider the annual report and matters raised by the auditors based on their audit. So far as possible recommendations by the auditors are immediately implemented. To date, audit committee matters have been discussed in full Board meetings. As such no formal audit committee reports have been required.
The Remuneration Committee is chaired by Nicholas Walley and includes Patrick Elliott, and their biographies can be found on page 7. The remuneration committee meets on an ad hoc basis, when required. Fees payable to the Non-executive Directors are determined by the Executive Directors.
Additional information supplied by the Remuneration Committee has been disseminated across the Annual Report, rather than as a separate committee report.
This page was last updated on 8 June 2023.