TIDMSOLG
RNS Number : 5160A
SolGold PLC
29 December 2017
NOTICE OF MEETING
and
MANAGEMENT INFORMATION CIRCULAR
for the
ANNUAL GENERAL MEETING OF SHAREHOLDERS
to be held on
JANUARY 30, 2018
DATED AS OF DECEMBER 29, 2017
TABLE OF CONTENTS
NOTICE OF ANNUAL general MEETING OF SHAREHOLDERS
MANAGEMENT INFORMATION CIRCULAR
PART ONE - VOTING INFORMATION
Solicitation of Proxies
Appointment and Revocation of Proxies
CREST Shareholders
Non-Registered (or Beneficial) Shareholders in Canada
Exercise of Discretion by Proxies
Record Date and Voting Securities
Principal Holders of Voting Securities
Interest of Certain Persons in Matters to be Acted Upon
Shareholders' requests under Section 527 of the Companies Act
2006
Shareholder Communication with the Board of Directors
PART TWO - BUSINESS OF THE MEETING
Ordinary Business
Special Business
Other Matters
Right to Ask Questions
Inspection of Documents
Voting Results
PART THREE - ELECTION OF DIRECTORS
Directors of the Company
Biographies
Share Ownership
Committees of the Board of Directors
Cease Trade Orders, Bankruptcies, Penalties and Sanctions.
PART FOUR - STATEMENT OF EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Governance
Compensation Methodology
Risk Management
Components of the Compensation Program for the Year ended June
30, 2017
Employment Agreements and Potential Payments Upon
Termination
PART FIVE - DIRECTOR COMPENSATION
Compensation Discussion and Analysis
Indebtedness of Directors and Executive Officers
Part SIX - LONG-TERM INCENTIVE PLAN
Share Incentive Plan
Summary of the Share Incentive Plan
PART SEVEN - STATEMENT OF CORPORATE GOVERNANCE PRACTICES
Board of Directors
Attendance Record
Board Mandate
Position Descriptions
Other Directorships
Orientation and Continuing Education
Ethical Business Conduct
Board Committees
Nomination of Directors
Director Term Limits and Other Mechanisms of Board Renewal
Compensation
Assessments
Policies Regarding the Representation of Women
PART Eight - AUDIT AND RISK MANAGEMENT COMMITTEE INFORMATION
Audit and Risk Management Committee Charter
Audit and Risk Management Committee
Relevant Education and Experience
PART Nine - Interest of Informed Persons in Material
Transactions
PART Ten - ADDITIONAL INFORMATION
Approval
Schedule "A" Matters reserved for the board of directors
Schedule "B" Corporate governance charter
Schedule "C" Summary of principle changes to the company's articles of association
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to what action you should
take, you are recommended to seek your own financial advice from
your stockbroker or other independent adviser authorized under the
Financial Services and Markets Act 2000 (United Kingdom). If you
have sold or transferred all of your ordinary shares in SolGold
plc, please forward this document, together with the accompanying
documents, as soon as possible either to the purchaser or
transferee or to the person who arranged the sale or transfer so
they can pass these documents to the person who now holds the
ordinary shares.
SOLGOLD PLC
(Registered in England & Wales with Company No. 5449516)
NOTICE OF ANNUAL general MEETING
OF SHAREHOLDERS
Directors Registered Office
Nicholas Mather 201 Bishopsgate
Brian Moller London EC2M 3AB
Robert Weinberg United Kingdom
John Bovard
Craig Jones Corporate Office
Level 27, 111 Eagle Street
Brisbane, Queensland 4000
Australia
Tel: + 61 7 3303 0660
Fax: +61 7 3303 0681
Email: info@solgold.com.au
Website: www.solgold.com.au
Dear Shareholders,
NOTICE is hereby given that the annual general meeting (the
"Meeting") of the shareholders of SolGold plc (the "Company") will
be held at the offices of HopgoodGanim Lawyers located at Level 7,
Waterfront Place, 1 Eagle Street, Brisbane, Queensland 4000,
Australia on Tuesday, January 30, 2018 at 11:00 a.m. (Brisbane,
Australia time), for the following purposes, as well as to transact
such other business as may properly be brought before the Meeting
or any adjournment thereof:
To consider and, if thought fit, pass Resolutions 1 to 5 which
will be proposed as Ordinary Resolutions, and Resolutions 6 to 8
which will be proposed as Special Resolutions:
Ordinary Resolutions
1. To receive the audited consolidated financial statements of
the Company for the financial year ended June 30, 2017, together
with the report of the board of directors (the "Directors") and
auditors thereon.
2. To re-appoint Mr. Brian Moller as a Director of the Company,
who retires in accordance with the articles of association of the
Company (the "Articles") and is eligible for re-appointment.
3. To re-appoint Mr. John Bovard as a Director of the Company,
who retires in accordance with the Articles and is eligible for
re-appointment.
4. To re-appoint BDO (UK) LLP as auditors of the Company to hold
office from the conclusion of the Meeting to the conclusion of the
next meeting at which accounts are laid before the Company at a
remuneration to be determined by the Directors.
5. That the Directors be generally and unconditionally
authorized in accordance with Section 551 of the Companies Act 2006
(United Kingdom) (the "Act") to allot shares in the Company or
grant rights to subscribe for or to convert any securities into
shares in the Company ("Relevant Securities") up to a maximum
aggregate nominal amount of GBP5,654,000, provided that this
authority shall expire at the conclusion of the next annual general
meeting of the Company or, if earlier, 15 months from the date of
passing this resolution save that the Company may before such
expiry make an offer or agreement which would or might require
Relevant Securities to be allotted after such expiry and the
Directors may allot Relevant Securities in pursuance of such an
offer or agreement as if the authority conferred had not expired.
This resolution revokes and replaces all unexercised authorities
previously granted to the Directors to allot shares or grant rights
for or to convert any securities into shares but without prejudice
to any allotment of shares or grant of rights already made, offered
or agreed to be made pursuant to such authorities.
Special Resolutions
6. That subject to and conditional on, the passing of Resolution
5, the Directors be empowered, pursuant to Section 570 of the Act,
to allot equity securities (within the meaning of Section 560 of
the Act) for cash pursuant to the authority given by Resolution 5
as if Section 561(1) of the Act did not apply to any such allotment
provided that this power shall be limited to:
(a) the allotment of equity securities in connection with a
rights issue or any other offer to holders of ordinary shares in
proportion (as nearly as practicable) to their respective holdings
and to holders of other equity securities as required by the rights
of those securities or as the Directors otherwise consider
necessary, but subject to such exclusions or other arrangements as
the Directors deem necessary or expedient in relation to treasury
shares, fractional entitlements, record dates, legal or practical
problems in or under the laws of any territory or the requirements
of any regulatory body or stock exchange; and
(b) the allotment (otherwise than pursuant to sub-paragraph (a)
above) of equity securities up to an aggregate nominal amount of
GBP1,696,245;
and this authority shall expire at the conclusion of the next
annual general meeting of the Company or, if earlier, 15 months
from the date of passing this resolution save that the Company may
before such expiry make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such an offer
or agreement as if the power conferred hereby has not expired.
7. That, subject to the Articles of Association of the Company
as in force from time to time, a general meeting of the Company
other than an annual general meeting may be called on not less than
14 clear days' notice.
8. That the Articles of Association of the Company produced to
the Meeting and initialed by the Chairman of the Meeting for the
purpose of identification be adopted as the Articles of Association
of the Company in substitution for, and to the exclusion of, the
existing Articles.
A shareholder of the Company wishing to be represented by proxy
at the Meeting or any adjournment thereof must complete, sign and
lodge (together with any power of authority or any other authority
under which it is signed or a duly certified copy of such power of
authority) his or her duly executed form of proxy as follows:
Canada
-- For Vote by Hand, Mail or Facsimile: Please deposit your form
of proxy with the Company's Canadian transfer agent and registrar,
Computershare Investor Services Inc., 100 University Avenue, 8(th)
Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department;
or
-- For Telephone or Internet Voting: For telephone voting,
please call 1-866-732-VOTE (8683) from a touch-tone telephone and
follow the voting instructions. If you wish to vote by telephone,
you cannot appoint anyone other than the appointees named on the
proxy form as your proxy holder. For internet voting, please go to
www.investorvote.com and follow the instructions on the screen. For
either telephone or internet voting, you will need your 15 digit
control number which is noted on your proxy form;
no later than 8:00 p.m. (Toronto time) on January 25, 2017 /
11:00 a.m. (Brisbane, Australia time) on January 26, 2018 or if the
Meeting is adjourned, no later than 48 hours (excluding Saturdays,
Sundays and holidays) prior to the adjourned Meeting.
UK and Ireland
Your proxy appointments must be lodged with the Company's
Registrars at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY by 1:00 a.m. (GMT, 11:00 am AEST)
on January 26, 2018 or if the Meeting is adjourned, no later than
48 hours (excluding Saturdays, Sundays and holidays) prior to the
adjourned Meeting.
Australia and New Zealand
Your proxy appointments must be lodged with the Company's
Registrars at Computershare Investor Services PLC, GPO Box 523,
Brisbane, Queensland 4001 by 11:00 a.m. (AEST, 1:00 a.m. GMT) on
January 26, 2018 or if the Meeting is adjourned, no later than 48
hours (excluding Saturdays, Sundays and holidays) prior to the
adjourned Meeting.
Other
-- For Vote by Hand, Mail, Facsimile or Attachment by Email:
deposit the form of proxy with the Company Secretary resident in
the Company's Australian office, GPO Box 5261 (Level 27, 111 Eagle
Street, Brisbane, Queensland) 4001, Australia, facsimile number +61
(0) 7 3303 0681 or by email to the Company Secretary
(kschlobohm@solgold.com.au) no later than 11:00 a.m. (Brisbane,
Australia time) on January 26, 2018 or if the Meeting is adjourned,
no later than 48 hours (excluding Saturdays, Sundays and holidays)
prior to the adjourned Meeting.
The Directors have fixed close of business on December 29, 2017
as the record date for the determination of the shareholders of the
Company entitled to receive this Notice of the Meeting (this
"Notice").
This Notice is accompanied by and should be read in conjunction
with: (a) the management information circular (the "Circular"); and
(b) either a form of proxy for registered shareholders or a voting
instruction form for beneficial shareholders. The Circular
accompanying this Notice is incorporated into and shall be deemed
to form part of this Notice.
A copy of this Notice and other information required by Section
311A of the Act can be found at www.solgold.com.au.
DATED as of the 29th day of December, 2017.
By Order of the Board
(signed) "Karl Schlobohm"
-------------------------
Karl Schlobohm
Company Secretary
SolGold plc
SOLGOLD PLC
MANAGEMENT INFORMATION CIRCULAR
This management information circular (the "Circular") is
provided in connection with the solicitation of proxies by the
management of SolGold plc (the "Company") for use at the annual
general meeting of the holders (the "Shareholders") of ordinary
shares in the capital of the Company (Ordinary Shares") to be held
on Tuesday, January 30, 2018 at 11:00 a.m. (Brisbane, Australia
time) (the "Meeting") and at every adjournment thereof, at the
place and for the purposes set forth in the accompanying notice of
meeting (the "Notice"). Except where otherwise indicated, this
Circular contains information as of the close of business on
December 29, 2017 (being the last practicable date prior to the
publication of this Circular) and all currency amounts are shown in
Australian dollars, unless otherwise indicated.
PART ONE - VOTING INFORMATION
Solicitation of Proxies
The enclosed proxy is being solicited by the management of the
Company to be used at the Meeting or at any adjournment thereof. It
is expected that the solicitation of proxies will be primarily made
by mail and may be supplemented by telephone or other personal
contact by the directors, officers and employees of the Company.
Directors, officers and employees of the Company will not receive
any extra compensation for such activities. The cost of
solicitation by management will be borne by the Company. It is
expected that this Circular, the accompanying Notice and the form
of proxy will first be made available to Shareholders on or about
January 4, 2018.
Appointment and Revocation of Proxies
As a Shareholder of the Company you are entitled to appoint a
proxy to exercise all or any of your rights to attend, speak and
vote at a general meeting of the Company and you should have
received a proxy form with this Circular. You can only appoint a
proxy using the procedures set out in these notes and the notes set
out in the proxy form.
The person named in the enclosed form of proxy is the Chairman
of the Meeting. A Shareholder desiring to appoint some other person
(who need not be a Shareholder) to represent the Shareholder at the
Meeting and any adjournment thereof may do so either by inserting
such person's name in the blank space provided in the applicable
form of proxy or by completing another proper form of proxy and, in
either case, depositing his or her duly executed form of proxy
(together with any power of authority or any other authority under
which it is signed or a duly certified copy of such power of
authority) as follows:
Canada
-- For Vote by Hand, Mail or Facsimile: Please deposit your form
of proxy with the Company's Canadian transfer agent and registrar,
Computershare Investor Services Inc., 100 University Avenue, 8th
Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department;
or
-- For Telephone or Internet Voting: For telephone voting,
please call 1-866-732-VOTE (8683) from a touch-tone telephone and
follow the voting instructions. If you wish to vote by telephone,
you cannot appoint anyone other than the appointees named on the
proxy form as your proxy holder. For internet voting, please go to
www.investorvote.com and follow the instructions on the screen. For
either telephone or internet voting, you will need your 15 digit
control number which is noted on your proxy form;
no later than 8:00 p.m. (Toronto time) on January 25, 2018 /
11:00 a.m. (Brisbane, Australia time) on January 26, 2018 or if the
Meeting is adjourned, no later than 48 hours (excluding Saturdays,
Sundays and holidays) prior to the adjourned Meeting.
UK and Ireland
Your proxy appointments must be lodged with the Company's
Registrars at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY by 1:00 a.m. (GMT, 11.00 a.m.
AEST) on January 26, 2018 or if the Meeting is adjourned, no later
than 48 hours (excluding Saturdays, Sundays and holidays) prior to
the adjourned Meeting.
Australia and New Zealand
Your proxy appointments must be lodged with the Company's
Registrars at Computershare Investor Services PLC, GPO Box 523,
Brisbane, Queensland 4001 by 11:00 a.m. (AEST, 1:00 a.m. GMT) on
January 26, 2018 or if the Meeting is adjourned, no later than 48
hours (excluding Saturdays, Sundays and holidays) prior to the
adjourned Meeting.
Online Voting (Other than Canada)
-- You complete the relevant proxy form online at www.investorcentre.co.uk/eproxy.
-- You will need to enter the following meeting Control Number,
your Shareholder Reference Number (SRN) and your PIN (all shown in
the enclosed form of proxy). You must complete your online proxy
instruction so that it reaches our registrars, Computershare
Investor Services PLC, by 11:00 a.m. (AEST, 1:00 a.m. GMT) on 26
January 2016.
Other
-- For Vote by Hand, Mail, Facsimile or Attachment by Email:
deposit the form of proxy with the Company Secretary resident in
the Company's Australian office, GPO Box 5261 (Level 27, 111 Eagle
Street, Brisbane, Queensland) 4001, Australia, facsimile number +61
(0) 7 3303 0681 or by email to the Company Secretary
(kschlobohm@solgold.com.au) no later than 11:00 a.m. (Brisbane,
Australia time) on January 26, 2018 or if the Meeting is adjourned,
no later than 48 hours (excluding Saturdays, Sundays and holidays)
prior to the adjourned Meeting.
If you sign and return the proxy form with no name inserted in
the box, the Chairman of the Meeting will be deemed to be your
proxy. Where you appoint as your proxy someone other than the
Chairman, you are responsible for ensuring that they attend the
Meeting and are aware of your voting intentions. If you wish your
proxy to make any comments on your behalf, you will need to appoint
someone other than the Chairman and give them the relevant
instructions directly. A proxy does not need to be a member of the
Company but must attend the meeting to represent you.
You may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. You may
not appoint more than one proxy to exercise rights attached to any
one share. To appoint more than one proxy, you will need to
complete a separate proxy form in relation to each appointment.
Additional proxy forms may be obtained by contacting the Company's
transfer agent and registrar or the Company Secretary. If you
submit more than one valid proxy appointment, the appointment
received last before the latest time for the receipt of proxies
will take precedence.
Any power of attorney or any other authority under which the
proxy form is signed (or a duly certified copy of such power or
authority) must be included with the proxy form.
In the case of joint holders, the vote of the senior holder
shall be accepted to the exclusion of the votes of other joint
holders. For this purpose, seniority shall be determined by the
order in which the names of such holders stand in the register of
members in respect of the joint holding.
Any person to whom the Notice is sent who is a person nominated
under Section 146 of the Companies Act 2006 (the "Act") to enjoy
information rights (a "Nominated Person") may have a right under an
agreement with the Shareholder by whom he or she was nominated, to
be appointed (or to have someone else appointed) as a proxy for the
Meeting. If a Nominated Person has no such proxy appointment right
or does not wish to exercise it, he may, under any such agreement,
have a right to give instructions to the Shareholder as to the
exercise of voting rights. The statement of the rights of
Shareholders in relation to the appointment of proxies as stated
above does not apply to Nominated Persons. The rights described in
that paragraph can only be exercised by Shareholders of the
Company.
In addition to revocation in any other manner permitted by law,
a proxy may be revoked by an instrument in writing executed by the
Shareholder or by his or her attorney authorized in writing
deposited either at the registered office of the Company at any
time up to and including the last business day preceding the day of
the Meeting, or any adjournment thereof, at which the proxy is to
be used or with the Chairman of the Meeting on the day of the
Meeting, or adjournment thereof, and upon either of such deposits,
the proxy is revoked.
The appointment of a proxy will not prevent a Shareholder from
subsequently attending and voting at the Meeting in person, in
which case, any votes cast by the proxy will be excluded and your
proxy appointment will automatically be terminated.
CREST Shareholders
CREST Shareholders who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service may do so
for the Meeting and any adjournment(s) thereof by using the
procedures described in the CREST Manual. CREST personal
shareholders or other CREST sponsored shareholders, and those CREST
Shareholders who have appointed a voting service provider(s),
should refer to the CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their behalf. To
appoint one or more proxies or to give an instruction to a proxy
(whether previously appointed or otherwise) via the CREST system,
CREST messages must be received by the issuer's agent (ID number
3RA50) not later than 48 hours before the time appointed for
holding the Meeting. For this purpose, the time of receipt will be
taken to be the time (as determined by the timestamp generated by
the CREST system) from which an issuer's agent is able to retrieve
the message. The Company may treat as invalid a proxy appointment
sent by CREST in the circumstances set out in Regulation 35(5)(a)
of the Uncertificated Securities Regulations 2001.
Non-Registered (or Beneficial) Shareholders in Canada
Only registered Shareholders or the person they appoint as their
proxy are entitled to attend and vote at the Meeting. Many
Shareholders in Canada and elsewhere are non-registered
Shareholders ("Non-Registered Holders") because the Ordinary Shares
they own are not registered in their names but are instead
registered either: (i) in the name of an intermediary (the
"Intermediary") with whom the Non-Registered Holder deals in
respect of the Ordinary Shares; or (ii) in the name of a clearing
agency (such as CDS Clearing Depositary Services Inc. of which the
Intermediary is a participant). In accordance with the requirements
of National Instrument 54-101 - Communication with Beneficial
Owners of Securities of a Reporting Issuer ("NI 54-101") of the
Canadian Securities Administrators, the Company will have
distributed copies of the Notice, this Circular and the form of
proxy (collectively, the "meeting materials") to the clearing
agencies and Intermediaries for onward distribution to
Non-Registered Holders. The Company does not intend to pay for
Intermediaries to forward objecting beneficial owners under NI
54-101 the proxy-related materials and Form 54-107 - Request for
Voting Instructions Made by Intermediary. In the case of an
objecting beneficial owner, the objecting beneficial owner will not
receive the materials unless the objecting beneficial owner's
Intermediary assumes the cost of delivery.
Non-Registered Holders holding through the Canadian register who
have not waived the right to receive meeting materials will receive
either a voting instruction form or, less frequently, a form of
proxy. The purpose of these forms is to permit Non-Registered
Holders to direct the voting of the Ordinary Shares they
beneficially own. Non-Registered Holders should follow the
procedures set out below, depending on which type of form they
receive.
1. Voting Instruction Form. In most cases, a Non-Registered
Holder will receive, as part of the meeting materials, a voting
instruction form. If the Non-Registered Holder does not wish to
attend and vote at the Meeting in person (or have another person
attend and vote on the Non-Registered Holder's behalf), the voting
instruction form must be completed, signed and returned in
accordance with the directions on the form. Voting instruction
forms in some cases permit the completion of the voting instruction
form by telephone or through the Internet. If a Non-Registered
Holder wishes to attend and vote at the Meeting in person (or have
another person attend and vote on the Non-Registered Holder's
behalf), the Non-Registered Holder must complete, sign and return
the voting instruction form in accordance with the directions
provided and a form of proxy giving the right to attend and vote
will be forwarded to the Non-Registered Holder.
2. Form of Proxy. Less frequently, a Non-Registered Holder will
receive, as part of the meeting materials, a form of proxy that has
already been signed by the Intermediary (typically by a facsimile,
stamped signature) which is restricted as to the number of Ordinary
Shares beneficially owned by the Non-Registered Holder but which is
otherwise uncompleted. If the Non-Registered Holder wishes to vote
but does not wish to attend and vote at the Meeting in person (or
have another person attend and vote on the Non-Registered Holder's
behalf), the Non-Registered Holder must complete the form of proxy
and deposit it with the Company Secretary of the Company or vote by
Internet as described above. If a Non-Registered Holder wishes to
attend and vote at the Meeting in person (or have another person
attend and vote on the Non-Registered Holder's behalf), the
Non-Registered Holder must strike out the names of the persons
named in the proxy and insert the Non-Registered Holder's (or such
other person's) name in the blank space provided.
Non-Registered Holders should follow the instructions on the
forms they receive and contact their Intermediaries promptly if
they need assistance.
Exercise of Discretion by Proxies
The person named in the enclosed form of proxy will vote,
withhold from voting or abstain in respect of the Ordinary Shares
in respect of which he or she is appointed in accordance with the
direction of the appointing Shareholder. If the Shareholder
specifies a choice with respect to any matter to be acted upon, the
Ordinary Shares will be voted accordingly. To direct your proxy how
to vote on the resolutions mark the appropriate box on the proxy
form with an 'X' To abstain from voting on a resolution, mark the
box "vote withheld". A "vote withheld" is not a vote in law which
means that the vote will not be counted in the calculation of votes
"for" and "against" the resolution. Marking "Discretionary", or
failing to mark any box against a resolution, will mean your proxy
can vote as he or she wishes or can decide not to vote at all.
The enclosed form of proxy confers discretionary authority upon
the person named therein with respect to the matters identified in
the Notice and with respect to other matters which may properly
come before the Meeting. As of the date hereof, management of the
Company knows of no such amendments, variations or other matters to
come before the Meeting. However, if any such amendment, variation
or other matter properly comes before the Meeting, the proxy in the
accompanying form, when properly completed and delivered and not
revoked, will confer discretionary authority upon the person named
therein to vote on such other business in accordance with his or
her best judgment, subject to any limitations imposed by law.
The form of proxy must be signed by the Shareholder or the duly
appointed attorney thereof authorized in writing or, if the
Shareholder is a corporation, the form of proxy must be executed
under the corporation's common seal or signed on its behalf by an
authorized officer or an attorney of such corporation. A form of
proxy signed by the person acting as attorney of the Shareholder or
in some other representative capacity, including an officer of a
corporation which is a Shareholder, should indicate the capacity in
which such person is signing. A Shareholder or his or her attorney
may sign the form of proxy or a power of attorney authorizing the
creation of a proxy by electronic signature provided that the means
of electronic signature permits a reliable determination that the
document was created or communicated by or on behalf of such
Shareholder or by or on behalf of his or her attorney, as the case
may be.
Corporate Representatives
A corporation which is a Shareholder can appoint one or more
corporate representatives who may exercise, on its behalf, all its
powers as a Shareholder provided that no more than one corporate
representative exercises powers over the same share.
Record Date and Voting Securities
The record date for the determination of Shareholders entitled
to receive the Notice has been fixed as December 29, 2017 at 6:00
p.m. (Brisbane, Australia time).
The right to attend and vote at the meeting is determined by
reference to the Company's register of Shareholders. Only
Shareholders of record, whose shareholdings are registered in the
register of Shareholders on Monday, January 29, 2018 at close of
business (or, if this meeting is adjourned, in the register of
shareholders at close of business on the day two days prior to the
adjourned meeting) and all Non-Registered (or beneficial)
Shareholders holding through the Canadian register on Monday,
January 29, 2018 who either attend the Meeting in person or
complete, sign and deliver a voting instruction form or form of
proxy in the manner and subject to the provisions described above
will be entitled to vote or to have their Ordinary Shares voted at
the Meeting. Changes to the entries in the register of members
after that time shall be disregarded in determining the rights of
any person to attend and vote at the meeting.
A quorum for the transaction of business at the Meeting is two
persons entitled to attend and to vote on the business to be
transacted, each being a member present in person or a proxy for a
member or a duly authorized representative of a corporation which
is a Shareholder.
The share capital of the Company is divided into Ordinary Shares
with a nominal par value of GBP0.01 each. The Company does not have
an authorized share capital. As of December 29, 2017, the Company
had issued and outstanding 1,696,245,686 Ordinary Shares of GBP0.01
each. Each Ordinary Share carries the right to one vote at a
general meeting of the Company. The Company does not hold any
shares in treasury. Therefore the total number of voting rights in
the Company as at December 29, 2017 is 1,696,245,686.
The Company's website www.solgold.com.au will include
information on the number of shares and voting rights.
Principal Holders of Voting Securities
To the knowledge of the directors and senior officers of the
Company as at December 29, 2017, no persons or companies
beneficially own or exercise control or direction over 10% or more
of the votes attached to the Ordinary Shares, other than as set out
below.
Percentage
Number of of Outstanding
Ordinary Shares Ordinary Shares
Shareholder Name Held Held
------------------------------------------------------------------------ ----------------- -----------------
DGR Global Limited.................................................... 204,151,800 12.04%
Newcrest International
Pty Ltd................................ 246,634,271 14.54%
Cornerstone Capital
Resources Inc......................... 170,156,414 10.03%
Interest of Certain Persons in Matters to be Acted Upon
Unless as otherwise disclosed in this Circular, no director or
executive officer, past, present or nominated hereunder, or any
associate or affiliate of such persons, or any person on behalf of
whom this solicitation is made, has any interest, direct or
indirect, in any matter to be acted upon at the Meeting, except
that such persons may be directly involved in the normal business
of the Meeting or the general affairs of the Company.
Shareholders' requests under Section 527 of the Companies Act
2006
Under Section 527 of the Act, Shareholders meeting the threshold
requirements set out in that section have the right to require the
Company to publish a statement on a website setting out any matter
relating to: (a) the audit of the Company's accounts (including the
auditor's report and the conduct of the audit) that are to be laid
before the Meeting; or (b) any circumstance connected with an
auditor of the Company ceasing to hold office since the last annual
general meeting. The Company may require the Shareholders
requesting any such website publication to pay its expenses in
complying with Sections 527 or 528 of the Act. Where the Company is
required to place a statement on a website under Section 527 of the
Act, it must forward the statement to the Company's auditors not
later than the time when it makes the statement available on the
website. The business which may be dealt with at the meeting
includes any statement that the Company has been required under
Section 527 of the Act to publish on a website.
Shareholder Communication with the Board of Directors
Shareholders who are interested in communicating directly with
members of the board of directors of the Company (the "Board"), or
the Board as a group, may do so by writing directly to the
individual Board member or to the Board generally at GPO Box 5261
(Level 27, 111 Eagle Street, Brisbane, Queensland) 4001, Australia,
facsimile number +61 (0) 7 3303 0681. Shareholders may not use any
electronic address provided in the Notice, this Circular or any
related document (including the form of proxy) to communicate with
the Company for any purposes other than those expressly stated. The
Company Secretary will forward communications directly to the
appropriate Board member. If the correspondence is not addressed to
a particular Board member, the communication will be forwarded to a
Board member to bring to the attention of the Board. The Company's
Company Secretary will review all communications before forwarding
them to the appropriate Board member. The Board has requested that
items unrelated to the duties and responsibilities of the Board,
such as junk mail and mass mailings, business solicitations,
advertisements and other commercial communications, surveys and
questionnaires, and resumes or other job inquiries, not be
forwarded.
PART TWO - BUSINESS OF THE MEETING
Ordinary Business
The Company is proposing the following ordinary resolutions at
the Meeting. In order to be passed, in accordance with the
requirements of the Act, the ordinary resolutions proposed must be
approved by a simple majority (i.e., greater than 50%) of the votes
validly cast by Shareholders at the Meeting in person or by
proxy.
Resolution 1: Audited Consolidated Annual Financial
Statements
The audited consolidated financial statements of the Company for
the financial year ended June 30, 2017, together with the report of
the Board and auditors thereon (the "Annual Financial Statements")
will be laid before the Shareholders at the Meeting. The Annual
Financial Statements have been sent to all Shareholders with the
Notice and Circular. The Annual Financial Statements are available
on the Company's website at www.solgold.com.au and under the
Company's issuer profile on the System for Electronic Document
Analysis and Retrieval ("SEDAR") at www.sedar.com.
At the Meeting, Shareholders of the Company will be asked to
pass the following ordinary resolution on receipt of the Annual
Financial Statements. Shareholders may vote for or against, or
abstain from voting on, the following resolution:
"To receive the audited consolidated financial statements of the
Company for the financial year ended June 30, 2017, together with
the report of the board of directors (the "Directors") and auditors
thereon."
Resolution 2: Re-Appointment of Mr. Brian Moller as a Director
of the Company
Pursuant to the articles of association of the Company (the
"Articles"), one third of the Board retires from office at every
annual general meeting of the Company. The Company is an "Eligible
International Interlisted Issuer" as such term is defined in the
Company Manual (the "Manual") of the Toronto Stock Exchange (the
"TSX"). As an Eligible International Interlisted Issuer, the
Company has applied for and received an exemption from the
requirements of: (a) Sections 461.1-461.4 (Director Elections) of
the Manual, which relate, respectively to annual election of
directors, to voting on each individual director, to a majority
voting policy and to the issuance of a news release disclosing
voting results for the election of each director; and (b) Section
464 (Annual Meeting) of the Manual, which relates to the timing of
the annual general meeting of a company.
Mr. Brian Moller, the Non-Executive Chairman of the Board,
retires in accordance with the Articles and, being eligible, offers
himself for re-appointment as a director of the Company.
Mr. Brian Moller is a corporate partner in the Brisbane based
law firm HopgoodGanim Lawyers, the Australian solicitors to the
Company. He was admitted as a solicitor in 1981 and has been a
partner at HopgoodGanim Lawyers since 1983. He practices almost
exclusively in the corporate area with an emphasis on capital
raising, mergers and acquisitions. Mr. Brian Moller holds an LLB
Hons. from the University of Queensland and is a member of the
Australian Mining and Petroleum Law Association. Mr. Brian Moller
acts for many publicly-listed resource and industrial companies and
brings a wealth of experience and expertise to the Board,
particularly in the corporate regulatory and governance areas. He
is a Non-Executive Director of the following ASX-listed companies:
DGR Global Limited ("DGR Global"), Dark Horse Resources Limited,
Aguia Resources Limited, Platina Resources Limited and Lithium
Consolidated Mineral Exploration Limited, and the Non-Executive
Chairman of the ASX-listed company Aus Tin Mining Limited.
See "Part Three - Election of Directors" and "Part Five -
Director Compensation".
At the Meeting, Shareholders of the Company will be asked to
pass the following ordinary resolution on Mr. Brian Moller's
re-appointment as a director of the Company. Shareholders may vote
for or against, or abstain from voting on, the following
resolution:
"To re-appoint Mr. Brian Moller as a Director of the Company,
who retires in accordance with the articles of association of the
Company (the "Articles") and is eligible for re-appointment."
The Board (excluding Mr. Brian Moller) unanimously recommends
that the Shareholders vote in favour of the re-appointment of Mr.
Brian Moller.
Resolution 3: Re-Appointment of Mr. John Bovard as a Director of
the Company
Mr. John Bovard, a Non-Executive Director of the Board, retires
in accordance with the Articles and, being eligible, offers himself
for re-appointment as a director of the Company.
Mr. John Bovard is a civil engineer with over 40 years of
experience in mining, heavy construction, project development and
corporate management throughout Australia. His career to date has
included roles as Chief Executive Officer ("CEO") of public
companies and both executive and non-executive directorships. He
holds a Bachelor's Degree in Civil Engineering, is a Fellow of the
Australasian Institute of Mining and Metallurgy, and a Fellow of
the Australian Institute of Company Directors. Mr. John Bovard is
currently a director of the ASX-listed company Aus Tin Mining
Limited. Other roles within the past five years have included
Non-Executive Chairman of Orbis Gold Limited (resigned February 17,
2015), Non-Executive Director of Australian Pacific Coal Limited
(resigned November 29, 2012), acting as the interim CEO of
Australian Solomon Gold Ltd. (from April 2007 to January 2008) and
the Non- Executive Chairman of Axiom Mining Ltd. (from June 2006 to
April 2007). From March 2002 to June 2006, Mr. John Bovard acted as
the CEO of Asia Pacific Resources Ltd. (listed on the TSX
developing a large potash resource in Thailand). Other
directorships have included Danae Resources NL (Managing Director)
and Greenwich Resources PLC, both through to early 2006. He was
also Project Manager for the A$800,000,000 Phosphate Hill
Fertiliser Project for Western Mining Corporation situated south of
Mount Isa in Queensland, Australia. Other previous project
experience includes managing the construction of the Porgera Mine
in Papua New Guinea, the super pit expansion at Kalgoorlie, and the
development of the Bronzewing Gold Mine in western Australia. He
was previously the General Manager of the Ok Tedi porphyry copper
gold mine. Mr. John Bovard's corporate profile, together with his
extensive experience in south west Pacific mining operations and
construction is considered to be of great value to the Company.
See "Part Three - Election of Directors" and "Part Five -
Director Compensation".
At the Meeting, Shareholders of the Company will be asked to
pass the following ordinary resolution on Mr. John Bovard's
re-appointment as a director of the Company. Shareholders may vote
for or against, or abstain from voting on, the following
resolution:
"To re-appoint Mr. John Bovard as a Director of the Company, who
retires in accordance with the Articles and is eligible for
re-appointment."
The Board (excluding Mr. John Bovard) unanimously recommends
that the Shareholders vote in favour of the re-appointment of Mr.
John Bovard.
Resolution 4: Re-Appointment of BDO (UK) LLP as Auditors of the
Company
The independent auditors of the Company are BDO (UK) LLP,
located at 55 Baker Street, London, W1U 7EU, United Kingdom and
were first appointed auditors of the Company in 2006. The
Shareholders will be asked at the Meeting to vote for the
reappointment of BDO (UK) LLP as auditors of the Company to hold
office from the conclusion of the Meeting until the conclusion of
the next annual general meeting of the Shareholders of the Company
at which accounts are laid before the Company at a remuneration
level to be fixed by the Board. BDO (UK) LLP has advised that it is
independent with respect to the Company.
Fees billed to the Company by BDO (UK) LLP during the year ended
June 30, 2017 and 2016, by category, are as follows:
Year Ended Audit Fees Audit Related Tax Fees All Other
Fees Fees
----------- ----------- -------------- --------- ----------
June 30, A$99,674 Nil A$2,587 Nil
2017
June 30, A$36,735 Nil Nil Nil
2016
The Board recommends the adoption of the resolution reappointing
BDO (UK) LLP as the auditors of the Company until the conclusion of
the next annual general meeting of the Shareholders and to
authorize the Board to fix the auditors' remuneration.
At the Meeting, Shareholders of the Company will be asked to
pass the following ordinary resolution on the reappointment of BDO
(UK) LLP as the auditors of the Company. Shareholders may vote for
or against, or abstain from voting on, the following
resolution:
"To re-appoint BDO (UK) LLP as auditors of the Company to hold
office from the conclusion of the Meeting to the conclusion of the
next meeting at which accounts are laid before the Company at a
remuneration to be determined by the Directors."
The Board believes that the reappointment of BDO (UK) LLP as
auditors is in the best interests of the Company and therefore
unanimously recommends that the Shareholders vote in favour of this
resolution.
Resolution 5: The Right of Directors to Authorize, Allot and
Issue or Grant Rights to Subscribe for or to Convert any Securities
into Shares in the Company
The Board may only allot shares or grant rights to subscribe
for, or convert any security into, shares if authorized to do so by
Shareholders. Resolution 5 proposes to authorize the Board to allot
and issue shares in the Company or grant rights to subscribe for or
to convert any securities into shares in the Company up to an
aggregate nominal amount of GBP5,654,000, such authority to expire
at the next AGM or fifteen months after the passing of this
resolution, whichever date is the earlier. This amount represents
approximately one third of the Company's issued ordinary share
capital as at the date of this Circular.
At the Meeting, Shareholders of the Company will be asked to
pass the following ordinary resolution. Shareholders may vote for
or against, or abstain from voting on, the following
resolution:
"That the Directors be generally and unconditionally authorized
in accordance with Section 551 of the Companies Act 2006 (United
Kingdom) (the "Act") to allot shares in the Company or grant rights
to subscribe for or to convert any securities into shares in the
Company ("Relevant Securities") up to a maximum aggregate nominal
amount of GBP5,654,000, provided that this authority shall expire
at the conclusion of the next annual general meeting of the Company
or, if earlier, 15 months from the date of passing this resolution
save that the Company may before such expiry make an offer or
agreement which would or might require Relevant Securities to be
allotted after such expiry and the Directors may allot Relevant
Securities in pursuance of such an offer or agreement as if the
authority conferred had not expired. This resolution revokes and
replaces all unexercised authorities previously granted to the
Directors to allot shares or grant rights for or to convert any
securities into shares but without prejudice to any allotment of
shares or grant of rights already made, offered or agreed to be
made pursuant to such authorities."
The Board unanimously recommends that the Shareholders vote in
favour of this resolution.
Special Business
The Company is also proposing the following special resolutions
at the Meeting. In order to be passed, the special resolutions must
be approved by 75% of the votes validly cast by the Shareholders at
the Meeting in person or by proxy. The special resolutions are as
follows:
Resolution 6: Disapplication of Pre-Emption Rights of Existing
Shareholders
The Act requires that any equity securities issued for cash
(other than pursuant to an employee share scheme), must first be
offered to existing shareholders pro rata to their holdings unless
approval is obtained by special resolution to disapply this
requirement. It is proposed that this approval also be renewed for
the same period as the authority under Resolution 5. Apart from
rights issues or any other pre-emptive offer concerning equity
securities, the Company is seeking disapplication of pre-emption
rights in connection with any equity securities to be allotted and
issued up to a nominal amount of ordinary shares equal to
GBP1,696,245. This amount represents approximately 10 per cent. of
the Company's issued ordinary share capital as at the date of this
Circular. Resolution 6 also seeks disapplication of pre-emptive
rights on a rights issue or other pre-emptive offer so as to allow
the Board to make exclusions or such other arrangements as may be
appropriate to resolve legal or practical problems which, for
example, might arise with overseas shareholders or entitlements to
fractions.
At the Meeting, Shareholders of the Company will be asked to
pass the following special resolution on the disapplication of
pre-emption rights of existing Shareholders. Shareholders may vote
for or against, or abstain from voting on, the following
resolution:
"That subject to and conditional on, the passing of Resolution
5, the Directors be empowered, pursuant to Section 570 of the Act,
to allot equity securities (within the meaning of Section 560 of
the Act) for cash pursuant to the authority given by Resolution 5
as if Section 561(1) of the Act did not apply to any such allotment
provided that this power shall be limited to:
(a) the allotment of equity securities in connection with a
rights issue or any other offer to holders of ordinary shares in
proportion (as nearly as practicable) to their respective holdings
and to holders of other equity securities as required by the rights
of those securities or as the Directors otherwise consider
necessary, but subject to such exclusions or other arrangements as
the Directors deem necessary or expedient in relation to treasury
shares, fractional entitlements, record dates, legal or practical
problems in or under the laws of any territory or the requirements
of any regulatory body or stock exchange; and
(b) the allotment (otherwise than pursuant to sub-paragraph (a)
above) of equity securities up to an aggregate nominal amount of
GBP1,696,245;
and this authority shall expire at the conclusion of the next
annual general meeting of the Company or, if earlier, 15 months
from the date of passing this resolution save that the Company may
before such expiry make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such an offer
or agreement as if the power conferred hereby has not expired."
The Board unanimously recommends that the Shareholders vote in
favour of this resolution.
Resolution 7: Shorter Notice Period for Calling General
Meetings
The Articles allow the Company to call general meetings other
than an annual general meeting on 14 clear days' notice without
obtaining Shareholder approval. As a result of the Company's
admission to the London Stock Exchange's main market for listed
securities, the notice period required under the Act for general
meetings of the Company is increased to 21 days. The Act allows
Shareholders to approve a shorter notice period, which cannot be
less than 14 clear days. Therefore, in order to preserve its
ability to call general meetings on 14 clear days' notice,
Resolution 7 seeks such Shareholder approval. It is intended that
the shorter notice period would not be used as a matter of routine
for such meetings but only where the flexibility is merited by the
business of the meeting and is thought to be in the interests of
Shareholders as a whole. If given, the approval will be effective
until the Company's next annual general meeting, when it is
intended that a similar resolution will be proposed.
At the Meeting, Shareholders of the Company will be asked to
pass the following special resolution on the short notice period
for calling general meetings other than annual general meetings.
Shareholders may vote for or against, or abstain from voting on,
the following resolution:
"That, subject to the Articles of Association of the Company as
in force from time to time, a general meeting of the Company other
than an annual general meeting may be called on not less than 14
clear days' notice."
The Board unanimously recommends that the Shareholders vote in
favour of this resolution.
Resolution 8: Amendments to Company's Articles of
Association
Resolution 8 is proposed as a special resolution to adopt
amended Articles of Association of the Company. The Board is asking
shareholders to approve a number of amendments to the Articles
primarily to reflect the transition of the Company from the AIM
market of the London Stock Exchange to the London Stock Exchange's
main market for listed securities and to make certain other
updates.
At the Meeting, Shareholders of the Company will be asked to
pass the following special resolution on certain amendments to the
Company's Articles. Shareholders may vote for or against, or
abstain from voting on, the following resolution:
"That the Articles of Association of the Company produced to the
Meeting and initialed by the Chairman of the Meeting for the
purpose of identification be adopted as the Articles of Association
of the Company in substitution for, and to the exclusion of, the
existing Articles."
A copy of the proposed new Articles, together with a copy of the
existing Articles marked to show the changes being proposed, will
also be available for inspection at the Company's registered office
from the date of the Notice until the time of the Meeting and at
the place of the Meeting from at least 15 minutes prior to the
meeting until the end of the meeting. An explanation of the main
changes between the proposed and the existing Articles is set out
in Schedule "C" of this Circular.
The Board unanimously recommends that the Shareholders vote in
favour of this resolution.
Other Matters
Management knows of no other matters to come before the Meeting
other than those referred to in the Notice. Should any other
matters properly come before the Meeting, the Ordinary Shares
represented by the form of proxy accompanying this Circular will be
voted on such matters in accordance with the best judgment of the
persons voting by proxy.
Right to Ask Questions
Any person attending the Meeting has the right to ask questions.
The Company must cause to be answered any such question relating to
the business being dealt with at the Meeting but no such answer
need be given if: (i) to do so would interfere unduly with the
preparation for the Meeting or involve disclosure of confidential
information; (ii) the answer has already been given on a website in
the form of an answer to a question; or (iii) it is undesirable in
the interests of the Company or the good order of the Meeting that
the question be answered.
Inspection of Documents
In addition to copies of the proposed new and existing Articles,
the following documents will be available for inspection at the
location of the Meeting from 15 minutes before the Meeting until it
ends:
-- copies of the Executive Directors' service contracts; and
-- copies of the letters of appointment of the Non-Executive Directors.
Voting Results
The results of the voting at the Meeting will be announced
through a regulatory information service and will appear on the
Company's website at www.solgold.com.au and under the Company's
issuer profile on SEDAR at www.sedar.com.
PART THREE - ELECTION OF DIRECTORS
Directors of the Company
In accordance with the Articles, one third of the Board retires
from office at every annual general meeting of the Company. In
general, those directors who have held office the longest time
since their election are required to retire. A retiring director
may be re-elected and a director appointed by the Board may also be
elected, though in the latter case the director's period of prior
appointment by the Board will not be taken into account for the
purposes of rotation.
The name, location of residence, age, number of Ordinary Shares
held and office held by each director, current as of December 29,
2017, has been furnished by each of them (unless otherwise
indicated) and is presented in the following table.
Number
of Ordinary
Director Shares
Name and Position and/or Held(5)
Place with the Officer (Percentage
of Residence Company Principal Occupation(4) since Held)
-------------------- --------------- -------------------------- ---------------------- -------------
Managing Director
and CEO, DGR Global
(ASX); Director,
Armour Energy Limited
(ASX); Director,
Aus Tin Mining
Limited (ASX);
Director, Dark
Horse Resources
Limited (ASX);
Director, Lakes
Oil NL (ASX); and
Executive Director, IronRidge May 11,
Mr. Nicholas Director Resources Limited 2005 (Executive
Mather(2)(3) and CEO (AIM). Director) 90,768,275
Queensland,
Australia (5.35%)
May 11,
2005 to
October
2011 and
on and
from May
18, 2015
(CEO)
Corporate Partner,
HopgoodGanim Lawyers;
Director, DGR Global
(ASX); Director,
Dark Horse Resources
Limited (ASX);
Director, Aguia
Resources Limited
(ASX); Director,
Platina Resources
Limited (ASX);
Director, Lithium
Consolidated Mineral
Exploration Limited
(ASX); and Chairman, May 11,
Mr. Brian Non-Executive Aus Tin Mining 2005 (Non-Executive
Moller(2)(3) Chairman Limited (ASX). Director) 5,189,121
Queensland,
Australia (0.31%)
February
28, 2013
(Non-Executive
Chairman)
Director, Medusa
Mining Limited
(ASX); Director,
Kasbah Resources
Limited (ASX);
and Director, Chaarat
Dr. Robert Non-Executive Gold Holdings Limited November
Weinberg(1)(2)(3) Director (AIM). 22, 2005 4,296,091
London,
England (0.25%)
Director, Aus Tin
Mining Limited
Mr. John Non-Executive (ASX) and consultant November
Bovard(1)(2)(3) Director in the mining industry. 1, 2009 3,858,813
Queensland,
Australia (0.23%)
Mr. Craig Non-Executive Executive General March Nil
Jones(1) Director Manager, Newcrest 3, 2017 (0.00%)
Queensland, Mining Limited
Australia (ASX); Director,
Morobe Exploration
Services Limited.;
Director, Morobe
Mining JV Services
(Australia) Pty
Ltd.; Director,
Newcrest PNG 2
Limited; Director,
Wafi Golpu Services
Limited; Director,
Cadia Holdings
Pty Limited; Director,
Harmony PNG 20
Limited (formerly
Newcrest PNG 1
Limited); Director,
Hidden Valley Services
Limited; Director,
Newcrest Operations
Limited; and Director,
Newgen Pty Ltd.
Notes:
(1) Member of the Audit and Risk Management Committee. Chair of
the Audit and Risk Management Committee is Mr. Brian Moller.
(2) Member of the Health, Safety, Environment and Community
Committee. The full Board performs the role of the Chair of the
Health, Safety, Environment and Community Committee.
(3) Member of the Remuneration Committee. Chair of the
Remuneration Committee is Mr. John Bovard.
(4) The information as to principal occupation has been
furnished by each director and/or officer individually.
(5) Includes direct and indirect interests of the directors and their related entities.
Biographies
The following biographical information relates to each member of
the Board and includes a description of each individual's principal
occupation within the past five years.
Mr. Nicholas Mather
Mr. Nicholas Mather, Executive Director and CEO, graduated in
1979 from the University of Queensland with a B.Sc. (Hons.,
Geology). Mr. Nicholas Mather has a special area of experience and
expertise is the generation of, and entry into undervalued or
unrecognised resource exploration opportunities. He has been
involved in the junior resource sector at all levels for more than
30 years. In that time, he has been instrumental in the delivery of
major resource projects that resulted in nine corporate takeovers
and over 5 billion dollars to shareholders. Mr. Nicholas Mather was
co-founder of Arrow Energy NL (an ASX-listed company) and was
responsible for the generation of its Surat Basin Coal Bed Methane
project and served as an Executive Director until 2004. He was also
founder and Chairman of Waratah Coal Inc. until it was acquired in
December 2008 and co-founder and Non-Executive Director of Bow
Energy Limited until its recent takeover by Arrow Energy Pty Ltd.
in January 2012. Mr. Nicholas Mather and the DGR Global team
founded Orbis Gold in 2006 and continued to hold a significant
equity stake and board position through to its takeover in February
of 2015. Previously as CEO of BeMax Resources NL (an ASX-listed
company), Mr. Nicholas Mather headed the discovery of the company's
Pooncarie mineral sands project in 1998. He has also been a
Non-Executive Director of Ballarat Goldfields, having assisted with
the recapitalisation of the company in 2002. Mr. Nicholas Mather is
Managing Director and Chief Executive of DGR Global, Executive
Chairman of Armour Energy Limited (an ASX-listed company) and
Non-Executive Director of IronRidge Resources Limited (an
AIM-listed company), Dark Horse Resources Limited (ASX-listed
company), Aus Tin Mining Limited (an ASX-listed company) and Lakes
Oil NL (an ASX-listed company).
Mr. Brian Moller
Mr. Brian Moller, Non-Executive Chairman, is a corporate partner
in the Brisbane based law firm HopgoodGanim Lawyers, the Australian
solicitors to the Company. He was admitted as a solicitor in 1981
and has been a partner at HopgoodGanim Lawyers since 1983. He
practices almost exclusively in the corporate area with an emphasis
on capital raising, mergers and acquisitions. Mr. Brian Moller
holds an LLB Hons. from the University of Queensland and is a
member of the Australian Mining and Petroleum Law Association. Mr.
Brian Moller acts for many publicly-listed resource and industrial
companies and brings a wealth of experience and expertise to the
Board, particularly in the corporate regulatory and governance
areas. He is a Non-Executive Director of the following ASX-listed
companies: DGR Global, Dark Horse Resources Limited, Aguia
Resources Limited, Platina Resources Limited and Lithium
Consolidated Mineral Exploration Limited, and the Non-Executive
Chairman of the ASX-listed company Aus Tin Mining Limited.
Dr. Robert Weinberg
Dr. Robert Weinberg, gained his doctorate in geology from Oxford
University in 1973. He has more than 40 years of experience of the
international mining industry and is an independent mining research
analyst and consultant. He is a Fellow of the Geological Society of
London and also a Fellow of the Institute of Materials, Minerals
and Mining. He has been an independent Non-Executive Director of a
number of minerals exploration, development and mining companies.
Prior to his current activities he was Managing Director of the
Institutional Investment at the World Gold Council. Previously he
was a Director of the investment banking division at Deutsche Bank
in London after having been head of the global mining research team
at SG Warburg Securities. He has also held senior positions within
Société Générale and was head of the mining team at James Capel
& Co. He was formerly marketing manager of the gold and uranium
division of Anglo American Corporation of South Africa Ltd.
Mr. John Bovard
Mr. John Bovard, Non-Executive Director, is a civil engineer
with over 40 years of experience in mining, heavy construction,
project development and corporate management throughout Australia.
His career to date has included roles as CEO of public companies
and both executive and non-executive directorships. He holds a
Bachelor's Degree in Civil Engineering, is a Fellow of the
Australasian Institute of Mining and Metallurgy, and a Fellow of
the Australian Institute of Company Directors. Mr. John Bovard is
currently a director of the ASX-listed company Aus Tin Mining
Limited. Other roles within the past five years have included
Non-Executive Chairman of Orbis Gold Limited (resigned February 17,
2015), Non-Executive Director of Australian Pacific Coal Limited
(resigned November 29, 2012), acting as the interim CEO of
Australian Solomon Gold Ltd. (from April 2007 to January 2008) and
the Non-Executive Chairman of Axiom Mining Ltd. (from June 2006 to
April 2007). From March 2002 to June 2006, Mr. John Bovard acted as
the CEO of Asia Pacific Resources Ltd. (listed on the TSX
developing a large potash resource in Thailand). Other
directorships have included Danae Resources NL (Managing Director)
and Greenwich Resources PLC, both through to early 2006. He was
also Project Manager for the A$800,000,000 Phosphate Hill
Fertiliser Project for Western Mining Corporation situated south of
Mount Isa in Queensland, Australia. Other previous project
experience includes managing the construction of the Porgera Mine
in Papua New Guinea, the super pit expansion at Kalgoorlie, and the
development of the Bronzewing Gold Mine in western Australia. He
was previously the General Manager of the Ok Tedi porphyry copper
gold mine. Mr. John Bovard's corporate profile, together with his
extensive experience in south west Pacific mining operations and
construction is considered to be of great value to the Company.
Mr. Craig Jones
Craig Jones, Non-Executive Director, holds a Bachelor of
Mechanical Engineering from the University of Newcastle, Australia,
and joined Newcrest International in 2008. He is currently the
Executive General Manager Wafi-Golpu. He has held various senior
management and executive roles within the Newcrest group, including
General Manager Projects, General Manager Cadia Valley Operations,
Executive General Manager Projects and Asset Management, Executive
General Manager Australian and Indonesian Operations, Executive
General Manager Australian Operations and Projects, and Executive
General Manager Cadia Valley Operations and Morobe Mining Joint
Venture. Prior to joining Newcrest, Mr. Jones worked for Rio
Tinto.
Share Ownership
As at the date of this Circular, based on the number of Ordinary
Shares and securities convertible into Ordinary Shares beneficially
owned, directly or indirectly, or over which control or direction
is exercised by all of the directors and officers of the Company as
a group, all of the directors and officers are expected to, as a
group, beneficially own, directly or indirectly, or exercise
control or direction over 107,623,438 Ordinary Shares, representing
approximately 6.94% of the issued and outstanding Ordinary Shares
on a non-diluted basis.
Committees of the Board of Directors
The standing committees of the Board consist of the Audit and
Risk Management Committee, the Remuneration Committee and the
Health, Safety, Environment and Community Committee.
The current members of the Audit and Risk Management Committee
include Mr. Brian Moller, Mr. John Bovard and Dr. Robert Weinberg.
Mr. Brian Moller is the Chair of the Audit and Risk Committee. See
"Part Eight - Audit and Risk Management Committee Information".
The current members of the Remuneration Committee include Mr.
John Bovard, Mr. Nicholas Mather, Dr. Robert Weinberg and Mr. Brian
Moller. Mr. John Bovard is the Chair of the Remuneration Committee.
See "Part Four - Statement of Executive Compensation - Compensation
Governance" and "Part Seven - Statement of Corporate Governance
Practices - Committees of the Board of Directors - Compensation and
Governance Committee".
The full Board currently sits on the Health, Safety, Environment
and Community Committee. See "Part Seven - Statement of Corporate
Governance Practices - Committees of the Board of Directors -
Health, Safety, Environment and Community Committee".
Cease Trade Orders, Bankruptcies, Penalties and Sanctions
To the knowledge of the Company, as at the date of this
Circular, no director or executive officer of the Company is, or
within the 10 years prior to the date of this Circular has been, a
director, CEO or Chief Financial Officer ("CFO") of any company
(including the Company), that while that person was acting in that
capacity:
(a) was subject to a cease trade order (including any management
cease trade order which applied to directors or executive officers
of a company, whether or not the person is named in the order), an
order similar to a cease trade order, or an order that denied the
relevant company access to any exemption under securities
legislation, that was in effect for a period of more than 30
consecutive days (an "Order"); or
(b) was subject to an Order that was issued after the director
or executive officer ceased to be a director, CEO, CFO and which
resulted from an event that occurred while that person was acting
in the capacity as director, CEO or CFO.
Bankruptcy
To the knowledge of the Company, as at the date of this
Circular, no director, executive officer, or shareholder holding a
sufficient number of securities of the Company to affect materially
the control of the Company is, or within the 10 years prior to the
date of this Circular has:
(a) been a director or executive officer of any company
(including the Company) that, while that person was acting in that
capacity, or within a year of that person ceasing to act in that
capacity, became bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency or was subject to or
instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed
to hold its assets; or
(b) become bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency, or become subject to or
instituted any proceedings, arrangement or compromise with
creditors, or had a receiver manager or trustee appointed to hold
the assets of the director, executive officer or shareholder.
Penalties and Sanctions
To the knowledge of the Company, as at the date of this Circular
no director, executive officer, or shareholder holding a sufficient
number of securities of the Company to affect materially the
control of the Company has been subject to any:
(a) penalties or sanctions imposed by a court relating to
securities legislation or by a securities regulatory authority or
has entered into a settlement agreement with a securities
regulatory authority; or
(b) other penalties or sanctions imposed by a court or
regulatory body that would likely be considered important to a
reasonable investor in making an investment decision.
PART FOUR - STATEMENT OF EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The following discussion describes the significant elements of
the Company's executive compensation, with particular emphasis on
the process for determining compensation payable to the Company's
CEO, CFO, and, other than the CEO and the CFO, each of the 3 most
highly compensated executive officers, or the 3 most highly
compensated individuals acting in a similar capacity (collectively,
the "Named Executives" or "NEOs"). Mr. Nicholas Mather, Executive
Director and CEO, Mr. Priy (Priyanka) Jayasuriya, CFO, Mr. Jason
Ward, Consultant/Country Manager, Mr. Benn Whistler, Manager
Technical Services and Mr. Lazaro Roque-Albelo, Manager of Latin
American Affairs, were the NEOs of the Company for the financial
year ended June 30, 2017.
Compensation Governance
The Remuneration Committee is a standing committee of the Board
that meets periodically and is responsible for making decisions on
directors' and key management's remuneration packages. The
Remuneration Committee has among other duties the responsibility to
recommend to the Board the compensation of the CEO and that of the
other NEOs, as such term is defined under applicable Canadian
securities laws.
The remuneration of the NEOs is determined by the Executive
Director who considers it essential, notwithstanding the small size
of the Company and the fact that it is not yet revenue earning, to
recruit and retain individuals of the highest caliber for that
role. Consequently, the Company believes that it is in the
interests of Shareholders that NEOs should be provided with options
in addition to the level of fees considered affordable.
The Remuneration Committee is currently comprised of four
members: Mr. John Bovard (the Chair of the Remuneration Committee),
Mr. Nicholas Mather, Dr. Robert Weinberg and Mr. Brian Moller, all
of whom are independent directors, other than Mr. Nicholas Mather,
as determined under National Instrument 58-101 - Disclosure of
Corporate Governance Practices ("NI 58-101").
The Board recognizes the significance of appointing independent,
knowledgeable and experienced individuals to the Remuneration
Committee who have the necessary background in executive
compensation and risk management to fulfill the Remuneration
Committee's duties and responsibilities. All members of the
Remuneration Committee enjoy extensive experience in these areas
through their prior and current function and implication with other
organizations.
The Remuneration Committee has the responsibility to analyze all
matters related to ensuring a strong leadership role in the
continuous development of the Company and the creation and
maximization of value for the shareholders. The Remuneration
Committee and the Board are focused on recruiting and retaining
highly talented and experienced executive officers, taking into
account the fact that the employment market has proven to be very
competitive in recent years. As set out in the Remuneration
Committee's charter, the Remuneration Committee has identified the
following priorities in carrying out its functions:
-- establish and review the remuneration policies and practices of the Company;
-- establish and review the remuneration packages for the Board,
the CEO and the Company's other executives;
-- oversee the Company's recruitment, retention and terminations
policies, practices and procedures;
-- oversee the Company's incentive plans and equity-based schemes; and
-- make recommendations to the full Board in connection with the above matters.
Compensation Methodology
The Company expects the Board will review and approve
recommendations from the Remuneration Committee regarding salaries,
annual bonuses and equity incentive compensation for the Named
Executives and approve corporate goals and objectives relevant to
their respective compensation. The Remuneration Committee will use
discretion and judgment when determining compensation levels as
they apply to a specific executive officer.
Individual compensation may be based on individual
qualifications and skills, level of responsibility of the position,
the compensation terms which may be required to attract an
executive of equivalent experience to join the Board from another
company or any other criteria deemed important by the Remuneration
Committee. In order to meet the Company's objectives, the
Remuneration Committee will be guided by:
-- providing executives with an equity-based incentive plan, namely a share plan;
-- aligning employee compensation with the Company's corporate objectives; and
-- attracting and retaining highly-qualified individuals in key positions.
The Remuneration Committee, in having regard to compensation to
be offered to the Board, the CEO and the Company's other
executives, will:
-- review the competitiveness of the Company's executive
compensation programmes to ensure that:
o the programmes are attractive, with a view to ensuring the
retention of corporate officers;
o the motivation of corporate officers to achieve the Company's
business objectives; and
o the alignment of the interests of key leadership with the long
term interests of the Company's Shareholders.
-- consider and make recommendations to the Board on the entire
specific remuneration for each individual of management (including
fixed pay, incentive payments, equity awards, retirement rights,
service contracts) having regard to the executive remuneration
policy.
-- design the remuneration policy in such a way that it:
o motivates directors and management to pursue the long-term
growth and success of the Company within an appropriate control
framework; and
o demonstrates a clear relationship between key executive
performance and remuneration.
-- ensure that:
o the remuneration offered is in accordance with prevailing
market conditions, and that exceptional circumstances are taken
into consideration;
o contract provisions reflect market practice; and
o targets and incentives are based on realistic performance
criteria.
Risk Management
The Company expects that the Remuneration Committee will review
the practices the Company uses to identify and mitigate
compensation policies and practices that could create or
incentivize any inappropriate or excessive risk-taking by executive
officers. The Company does not believe that its compensation
practices and policies are reasonably likely to have a material
adverse effect on the Company.
Components of the Compensation Program for the Year ended June
30, 2017
The compensation package for NEOs is primarily comprised of 4
elements: base salary, annual incentive (bonus) compensation,
long-term incentive compensation and benefits. Each element of
compensation is described in more detail below. All salaries,
salary increases, cash bonuses and share-based compensation for the
NEOs are reviewed, considered and approved by the Remuneration
Committee and, in turn, the Board. The mix of pay and the weighting
of short-term and long-term incentives reflects the NEOs' position
and his or her ability to impact the short-term and long-term
performance of the Company. For this purpose, the Board takes into
account compensation paid by other companies which the Company
deems to be comparable.
Base Salary
Base salary is the fixed component of total direct compensation
for the NEOs, and is intended to attract and retain executives,
providing a competitive amount of income certainty. The actual base
salaries of the NEOs will reflect numerous factors relevant to the
discharge of their duties, including the complexity of their
respective roles, the amount of applicable industry experience, the
function their respective roles play in the Company's corporate
development and the need to attract and retain talented
individuals. Base salaries are reviewed and compared to similar
benchmarked positions in the Company's industry peer group in the
relevant marketplace. Consideration is also given to the NEO's time
in the role, and/or material differences in responsibilities
compared with the benchmarked similar role in the peer group data.
The NEO base salaries are generally targeted to the Company's peer
group and adjusted for individual contribution and performance.
Annual Cash Incentive Plans
The short-term incentive compensation for the NEOs is based on
their performance as a team against corporate objectives approved
by the Board and bonuses are paid by the Board, at its full
discretion, based on recommendation of the Remuneration
Committee.
Long-Term Incentive Compensation
The share incentive plan (the "Share Incentive Plan") of the
Company was adopted by the Board in July 2017 and approved by
shareholders at the annual general meeting held on July 28, 2017.
The Company understands that the establishment of a balance between
short and long-term compensation is essential for the Company's
sustained performance, including its ability to attract, motivate
and retain a pool of talented executives in a very competitive
employment market as well as to ensure a proper alignment of the
NEOs' interests with those of shareholders. As of June 30, 2017, no
Options have been issued under the Share Incentive Plan.
The Share Incentive Plan is summarized in the table below. A
more detailed summary can be found under the heading "Long-Term
Incentive Plan".
Key Terms Summary of Share Incentive Plan
--------------- ---------------------------------------------
Securities An Option entitles a holder (an
"Optionee") to purchase an Ordinary
Share at an exercise price set at
the time of the grant. Ordinary
Shares granted under the Share Incentive
Plan will be new Ordinary Shares.
Eligibility Under the Share Incentive Plan,
eligible participants includes the
directors, officers and employees
(including both full-time and part-time
employees) of the Company or of
any designated affiliate of the
Company and any person or corporation
engaged to provide ongoing management
or consulting services for the Company
or a designated affiliate of the
Company (or any employee of such
person or corporation) are eligible
to participate.
Administration The Share Incentive Plan is administered
by the Board or the committee of
the Board authorized to administer
the Share Incentive Plan, including
the Remuneration Committee (the
"Committee").
Exercise Price The exercise price for Options is
determined by the Committee at the
time the Option is granted, provided
that the exercise price of any Option
may not be less than the closing
price of the Ordinary Shares on
the TSX, or such other principal
market upon with the Ordinary Shares
are traded, on the last trading
day immediately preceding the date
of the grant of such Option.
Limitations The maximum number of Ordinary Shares
made available for the Share Incentive
Plan shall not exceed 10% of the
total number of Ordinary Shares
then outstanding on a non-diluted
basis immediately prior to the proposed
grant of the applicable Option.
The maximum number of Ordinary Shares
issuable to insiders, at any time,
pursuant to the Share Incentive
Plan and any other share compensation
arrangement is 10% of the total
number of Ordinary Shares then outstanding.
The maximum number of Ordinary Shares
issued to insiders, within any one
year period, pursuant to the Share
Incentive Plan and any other share
compensation arrangement is 10%
of the total number of Ordinary
Shares then outstanding.
Benefits
Employee benefits include share based payment transactions and
retirement benefits. The Company measures the cost of
equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are
granted. Estimating fair value for share based payment transactions
requires determining the most appropriate valuation model, which is
dependent on the terms and conditions of the grant. This estimate
also requires determining the most appropriate inputs to the
valuation model including the expected life of the Option,
volatility and dividend yield and making assumptions about
them.
The Company pays superannuation and pension entitlements as and
where required. Contributions payable for the year are charged to
the statement of comprehensive income. Other than where noted below
in "Employment Agreements and Potential Payments Upon Termination",
payments to NEOs are inclusive of retirement (superannuation)
payments.
In Australia, employees have a choice of where superannuation
contributions are paid, which has to be a registered superannuation
fund, run independently of the Company. Employers have to pay
compulsory superannuation contributions (currently 9.5% of ordinary
time earnings) for eligible employees on amounts earned up to the
maximum superannuation contribution base (which is currently
A$51,620 per quarter).
The Company makes payments in accordance with applicable
legislation (i.e., United Kingdom and Australian legislation) and
does not operate a defined contribution plan. However, the Company
makes superannuation payments. The effect of the payments made by
the Company pursuant to such legislation is similar to that of a
defined contribution plan.
Employment Agreements and Potential Payments Upon
Termination
Individual employment agreements stipulate that, in the case of
termination of employment initiated by the Company for reasons
other than cause, the Company will make the following severance
payments to its NEOs:
Mr. Nicholas Mather, Executive Director and CEO
On June 23, 2017, the Company entered into a consultancy
agreement (the "Samuel Consultancy Agreement") with Samuel Capital
Pty Ltd. ("Samuel"), a company associated with Mr. Nicholas Mather,
pursuant to which Samuel is engaged as an independent contractor to
the Company.
The Samuel Consultancy Agreement continues for a term of 2 years
with an option to extend the arrangement for a further 2 years at
the election of either party.
Samuel is appointed to provide the Company with the following
services:
-- to cause and procure the provision of an key person, being
Mr. Nicholas Mather, or such other person as agreed in writing
between the Company and Samuel, to discharge all of the usual
duties performed by an Executive Director of a publicly listed gold
and copper exploration company;
-- to liaise with the Chair of the Company;
-- prepare and submit (or procure that the Company's management
prepare and submit) to the Board for their approval work programmes
and budgets on a regular basis as deemed appropriate by the Board
for the progression of a project or programme, and in any event not
less than 6 monthly intervals, for all proposed Company
activities;
-- manage and deliver the implementation of acquisition and divestment strategies;
-- liaise with corporate and financial advisors, bankers,
regulators and independent consultants;
-- manage broker and investor liaison and promotional activities;
-- liaise with external advisors and brokers to the Company;
-- preparation and execution of capital raisings, corporate
restructures and change of control transactions;
-- presentation to the Board of activity reports and new business proposals; and
-- execution of Board directives,
(collectively, the "Services").
In consideration for the provision of the Services listed above,
Samuel is entitled to an annual fee (exclusive of GST) of
A$400,000, payable in monthly installments (the "Consultancy
Fee").
Every 6 months during the term of the Samuel Consultancy
Agreement, the Remuneration Committee will undertake a review of
the performance of Samuel in providing the Services. Based on that
review, the Remuneration Committee may adjust the Consultancy Fee
as deemed appropriate and determine whether or not a bonus (up to
40% of the value of the then existing Consultancy Fee) is to be
awarded having regard to the key performance indicators (and their
respective weightings) set out in the table below:
Key Performance Indicators Percentage Weighting
-------------------------------------------------------------------------------------------- ---------------------
Beneficial achievements in the course of execution of approved programmes including:
* surpassing targeted works;
* cost savings; and
* surpassing time estimates 30%
Growth of business through acquisitions, new projects and other means 32.5%
Risk management and safety performance 5%
Share price performance measured against mining and exploration sector of listed companies
on any relevant stock exchange 32.5%
In addition to any bonus determined by reference to the key
performance indicators, the Board may also in its sole discretion,
issue or pay additional bonuses to Samuel.
The Samuel Consultancy Agreement also provides for the payments
of A$187,497 and A$100,000 in consideration for the continued
provision of Services by Samuel on a month-to-month basis following
the expiry of Samuel's prior consultancy agreement with the
Company.
The Samuel Consultancy Agreement provides for the issue (subject
to any necessary regulatory consents or approvals) to Samuel (or
its nominee) of 26,250,000 Options that:
-- vest immediately upon the earlier of the date that:
-- is 18 months after the date the Options are issued;
-- a Change of Control Event (as such term is defined in the
Samuel Consultancy Agreement) occurs; and
o Samuel ceases to be a contractor of the Company, other than
due to a material breach of the Samuel Consultancy Agreement, fraud
or dishonesty.
-- have an exercise price of GBP0.60 per Ordinary Share; and
-- expire on the earlier of:
-- third anniversary of the date they are issued;
-- the expiration of 3 months, or any longer period as may be
determined by the Board, after Samuel ceases to be a contractor of
the Company; or
-- Samuel ceasing to be a contractor of the Company due to
material breach of the Samuel Consultancy Agreement, fraud or
dishonesty.
The Company will reimburse Samuel for all reasonable and
necessary expenses incurred in the performance of the Services,
provided that Samuel provides documentary evidence acceptable to
the Company. Samuel is also entitled to certain additional
including, the reimbursement of the cost of business class airfares
for the spouse of the key person to accompany the key person on 3
separate, return, international trips each year during the term of
the Samuel Consultancy Agreement.
The Samuel Consultancy Agreement can be terminated by the
Company by giving 12 months' written notice to Samuel or by the
Company paying Samuel the amount equivalent to the Consultancy Fee
for such 12 month period. The Samuel Consultancy Agreement can be
terminated by Samuel by giving 3 months' written notice to the
Company and if Samuel provides such written notice, the Company may
elect to pay Samuel the amount equivalent to the Consultancy Fee
for such 3 month period in lieu of retaining the services of Samuel
for such 3 month period. In the event that Samuel breaches the
Samuel Consultancy Agreement, becomes insolvent, its officers are
charged with a criminal offence which brings the Company or its
business into disrepute, or Mr. Nicholas Mather resigns as a
director due to his resignation, the Company may terminate the
Samuel Consultancy Agreement, at its sole discretion, without
payment of any fees, remuneration or compensation (other than that
which has already accrued).
Samuel is solely responsible for the remuneration and benefits
of Mr. Nicholas Mather and the staff of Samuel, including their
wages or salaries, paid public holidays, annual leave, sick leave,
superannuation, pay-as-you-earn tax and other taxes, workers'
compensation and other insurances and all other obligations arising
out of or in connection with the activities of Samuel. The Samuel
Consultancy Agreement is governed by the laws of Queensland,
Australia.
Mr. Priy (Priyanka) Jayasuriya, Chief Financial Officer
In addition to his role as CFO of the Company, Mr. Priy
(Priyanka) Jayasuriya also acts concurrently as the CFO of DGR
Global (among other companies). Previously, both the services and
remuneration of Mr. Priy (Priyanka) Jayasuriya were provided in,
and included as, part of an administration services arrangement
with DGR Global (the "Administration Services Agreement"). On and
from October 1, 2016, the Company continued to receive the services
of Mr. Priy (Priyanka) Jayasuriya as part of the Administration
Services Agreement with DGR Global, however the Company will also
directly remunerate Mr. Priy (Priyanka) Jayasuriya for A$35,000 per
annum for his services as CFO of the Company. The Company may
terminate the services of Mr. Priy (Priyanka) Jayasuriya by giving
one month's notice.
Administration Services Agreement
On March 21, 2017, the Company entered into the Administration
Services Agreement with DGR Global, pursuant to which DGR Global
agreed to provide administration services to the Company. The
Administration Services Agreement supersedes the previous
longstanding arrangements between the parties, as to the provision
of administration services. The services provided under the
Administration Services Agreement include, but are not limited to:
(i) the grant of a non-exclusive licence for the Company to occupy
part of DGR Global's premises; (ii) the use of existing office
furniture, equipment and certain stationery; (iii) full information
technology infrastructure and maintenance services under licence;
(iv) general telephone, reception, meeting room and office
facilities; (v) payroll and accounts payable services; and (vi)
public investor and shareholder relations service (the
"Administration Services").
In consideration for the provision of the Administration
Services, the Company will initially pay DGR Global a fee of
A$30,000 (plus GST) per month. The fee payable is subject to an
annual review by the parties. The Company must also reimburse DGR
Global for outgoings incurred in conducting the business.
The initial term of the Administration Services Agreement is 2
years from the date of the agreement, with the option to extend the
term by 2 years any number of times, at the election of either
party, upon written notice within the last 30 days of the then
existing term.
The Administration Services Agreement may be terminated by
either party: (i) immediately for cause (including upon the other
party's insolvency or material breach of the agreement); (ii) upon
12 months' written notice to the other party, if that other party
has undergone a change of control (in respect of the composition of
the Board or of more than half of the issued shares of that other
party); and (iii) upon 6 months' written notice to the other party
(subject to no change of control having occurred).
Mr. Jason Ward, Consultant/Country Manager
On July 1, 2015, the Company entered into a services contract
with Mr. Jason Ward, pursuant to which Mr. Jason Ward is engaged by
the Company as an independent contractor in the position of
"country manager", to provide management and geological services to
the Company and its subsidiaries until such time as the contract is
terminated (the "Ward Consultancy Agreement").
Mr. Jason Ward is engaged to perform services under the
agreement on a day-rate basis and in consideration for such
services (as varied by way of letter dated October 1, 2016),
receives A$1,430 (exclusive of GST) per day (based upon a 7.5 hour
day) as a mixture of cash and shares. Mr. Jason Ward is solely
responsible for his superannuation.
Either party may terminate the Ward Consultancy Agreement by
giving 3 months' written notice (or by way of payment in lieu). The
Company may terminate the Ward Consultancy Agreement at any time
with notice for cause, where Mr. Jason Ward: (i) is in breach of
the Ward Consultancy Agreement; (ii) becomes bankrupt; or (iii) is
charged with a criminal offence which in the reasonable opinion of
the Company brings the Company or its business into disrepute.
The Ward Consultancy Agreement is governed by the laws of
Queensland, Australia, or such other jurisdiction as the Company
resolves in its sole discretion.
Mr. Benn Whistler, Manager Technical Services
On or about July 1, 2015, the Company entered into an employee
services agreement with Mr. Benn Whistler, pursuant to which Mr.
Benn Whistler is engaged by the Company as Manager - Technical
Services on and from July 1, 2015 and until such time as the
agreement is terminated.
Mr. Benn Whistler is engaged to manage the technical services
and technical team business unit of the Company and to assist the
Country Manager. In consideration for the services provided (as
varied by way of letter dated October 1, 2016), Mr. Benn Whistler
is entitled to receive an annual base salary of A$278,784
(inclusive of statutory superannuation entitlements), may be
invited to participate in the Company's employee incentive option
scheme and may receive an annual bonus payment as determined by the
Board (subject to satisfaction of key performance indicators).
Mr. Benn Whistler may terminate the agreement either by giving 3
months' written notice of termination (or such other period as may
be mutually agreed in writing), or immediately in the event that
there is a significant diminution of his job content, status,
responsibility or authority (the "Whistler Diminution
Termination"). The Company may terminate the agreement without
cause by giving 3 months' notice, or in the event of serious
misconduct, immediately.
In the event of Whistler Diminution Termination, but subject to
any restrictions or approvals under the applicable listing rules
and the Act, the Company will make a payment to Mr. Benn Whistler
equal to 3 months of his annual base salary (inclusive of any other
payments to which he might be entitled on termination). The
agreement is governed by the laws of Queensland, Australia.
Mr. Lazaro Roque-Albelo, Manager of Latin American Affairs
On August 27, 2014, the Company entered into an executive
services agreement with Mr. Lazaro Roque-Albelo, pursuant to which
Mr. Lazaro Roque-Albelo is engaged by the Company as Manager of
Latin American Affairs on and from September 15, 2014 and until
such time as the agreement is terminated.
Mr. Lazaro Roque-Albelo is required to devote himself to usual
working hours of at least 50 hours per week to the performance of
his duties, which include the following:
-- assisting in relation to environmental management plan and
related matters in Ecuador and other Latin American countries;
-- overseeing community relations and governmental relations in
Ecuador and other Latin American countries;
-- advising in relation to health and safety related issues in
Ecuador and other Latin American countries;
-- assisting senior management of Exploraciones Novomining S.A.
in relation to Ecuadorian mining exploration projects
-- the provision of advice in negotiations in respect of
security, taxation, fiscal arrangements, environmental planning and
execution, permitting, labour and industrial relations,
occupational workplace health and safety, insurance and any other
corporate, government or community liaison activities or
introductions at any level in Ecuador and other Latin American
countries (and advice on the design and supervision of programs and
studies required in respect of such matters);
-- assistance with the acquisition of other projects and tenures
in Ecuador and other Latin American countries; and;
-- supervising all stakeholder relations matters in respect of
Ecuador and other Latin American countries.
In consideration for the services listed above, Mr. Lazaro
Roque-Albelo is entitled to receive an annual base salary of
A$275,000 (plus statutory superannuation contributions), may be
invited to participate in the Company's employee incentive option
scheme and may receive an annual bonus payment as determined by the
Board (subject to satisfaction of key performance indicators) up to
a maximum of 30% of annual base salary.
Mr. Lazaro Roque-Albelo may terminate the agreement either by
giving 6 months' written notice of termination (or such other
period as may be mutually agreed in writing), or immediately in the
event that there is a significant diminution of his job content,
status, responsibility or authority (the "Roque-Albelo Diminution
Termination"). The Company may terminate the agreement without
cause by giving 6 months' notice, or in the event of serious
misconduct, immediately.
In the event of Roque-Albelo Diminution Termination, but subject
to any restrictions or approvals under the applicable listing rules
and the Act, the Company will make a payment to Mr. Lazaro
Roque-Albelo equal to 6 months of his annual base salary (inclusive
of any other payments to which he might be entitled on
termination). The agreement is governed by the laws of Queensland,
Australia.
PART FIVE - DIRECTOR COMPENSATION
Compensation Discussion and Analysis
A function of the Remuneration Committee is to assist the Board
in fulfilling its responsibilities relating to the compensation of
the directors of the Company. The Remuneration Committee is
empowered to review the compensation levels and components of the
Company's directors and to report and make recommendations thereon
to the Board and to consider any other matters which, in the
Remuneration Committee's judgment, should be taken into account in
reaching any recommendation to the Board concerning the
compensation levels of the Company's directors.
The Company's directors' compensation program is designed to
attract and retain qualified individuals to serve on the Board.
Each Non-Executive Director receives an annual retainer of
A$70,000, all of which is payable in cash and none of which is
payable in security based compensation. As Chairman of the Company,
Mr. Brian Moller receives an annual retainer of A$110,000. The
Executive Director will receive an annual retainer of A$400,000.
From time to time, the Board, in its discretion, may also
compensate directors with fees for their services on Board
projects. The Company has agreed to reimburse directors for all
reasonable expenses incurred in order to attend meetings.
Indebtedness of Directors and Executive Officers
In June 2012, loans were extended to entities associated with
four parties who were officers or employees of the Company at that
time (being Mal Norris, Damien Luloffs, Bruce Rohrlach and Wendy
Collins). These loans related to the subscription funds for a total
of 10,700 Ordinary Shares. Upon their leaving the employment of the
Company, these loans were forgiven on mutually agreed upon terms.
Apart from these loans, no director or officer of the Company, or
any associate or affiliate of such person, is or ever has been
indebted to the Company with respect to the purchase of securities
or otherwise; nor has any such person's indebtedness to any other
entity been the subject of a guarantee, support agreement, letter
of credit or other similar arrangement or understanding provided by
the Company.
Part SIX - LONG-TERM INCENTIVE PLAN
The long-term compensation plan of the Company is comprised of a
Share Incentive Plan for employees, officers and consultants, which
is designed to align participants' interests with those of the
Shareholders. The Share Incentive Plan of the Company was adopted
by the Board in July 2017 and was approved by Shareholders at the
annual general meeting of the Company held on July 28, 2017.
The Board and any Committee thereof, have the power and
discretionary authority to determine the terms and conditions of
any grants under share plans, including the individuals who will
receive the grants, the term, the exercise price, the number of
Ordinary Shares subject to each grant, the limitations or
restrictions on vesting and exercisability of grants, acceleration
of vesting or the waiver of forfeiture or other restrictions on
awards, the form of consideration payable on exercise, whether
grants will entitle the participant to receive dividend equivalents
and the timing of the grants. The Board and any Committee thereof
will also have the power to establish award exercise procedures and
procedures for payment of withholding tax obligations with
cash.
Share Incentive Plan
The following table sets forth all compensation plans under
which equity securities of the Company are authorized for issuance
previously approved by security holders and all compensation plans
under which equity securities of the Company are authorized for
issuance not previously approved by security holders as at June 30,
2017:
Number of Securities
Number of Ordinary Shares Remaining Available for
to be Issued Upon Exercise Weighted-Average Exercise Future Issuance under
of Outstanding Options, Price of Outstanding Equity Compensation Plans
Warrants and Options, Warrants and (excluding Securities
Rights Rights Reflected in Column (a))
Plan Category (a) (b) (c)
----------------------------- ---------------------------- ---------------------------- ---------------------------
Equity compensation plans
approved by securityholders 151,624,569 GBP0.4338 63,270,801(1)
Equity compensation plans
not approved by
securityholders Nil Nil Nil
---------------------------- ---------------------------- ---------------------------
Total 151,624,569 GBP0.4338 63,270,801
============================ ============================ ===========================
Notes:
(1) Based on their being 151,555,686 Ordinary Shares outstanding
as at June 30, 2017.
Summary of the Share Incentive Plan
Purpose of the Share Incentive Plan
The Share Incentive Plan provides for the acquisition of
Ordinary Shares by eligible participants for the purpose of
advancing the interests of the Company through the motivation,
attraction and retention of key employees and directors of the
Company and to secure for the Company and the shareholders of the
Company the benefits inherent in the ownership of Ordinary Shares
by key employees and directors of the Company, it being generally
recognized that share incentive plans aid in attracting, retaining
and encouraging employees and directors due to the opportunity
offered to them to acquire a proprietary interest in the
Company.
Administration of the Share Incentive Plan
The Share Incentive Plan is administered by the Board or any
Committee of the Board authorized to administer the Share Incentive
Plan.
Ordinary Share Availability and Participation Limits
The maximum number of Ordinary Shares made available for the
Share Incentive Plan shall not exceed 10% of the total number of
Ordinary Shares then outstanding on a non-diluted basis immediately
prior to the proposed grant of the applicable Option.
The maximum number of Ordinary Shares issuable to insiders, at
any time, pursuant to the Share Incentive Plan and any other share
compensation arrangement is 10% of the total number of Ordinary
Shares then outstanding. The maximum number of Ordinary Shares
issued to insiders, within any one year period, pursuant to the
Share Incentive Plan and any other share compensation arrangement
is 10% of the total number of Ordinary Shares then outstanding.
The maximum number of Ordinary Shares issuable to non-employee
directors, at any time, pursuant to the Share Incentive Plan and
any other any other share compensation arrangement is 1% of the
total number of Ordinary Shares then outstanding. The total annual
grant to any one non-employee director, within any one year period,
pursuant to the Share Incentive Plan and any other share
compensation arrangement shall not exceed a maximum grant value of
A$150,000 worth of securities, of which the value of Options shall
not exceed A$100,000 per non-employee director.
For purposes of the non-employee director participation limits,
the aggregate number of securities granted under all share
compensation arrangements shall be calculated without reference to:
(i) the initial securities granted under the share compensation
arrangements (pre-existing or otherwise) to a person who was not
previously an insider of the Company, upon such person becoming or
agreeing to become a director of the Company. However, the
aggregate number of securities granted under all share compensation
arrangements in this initial grant to any one non-employee director
shall not exceed a maximum value of A$150,000 worth of securities;
and (ii) the securities granted under the share compensation
arrangements to an eligible director who was also an officer of the
Company at the time of grant but who subsequently became a
non-employee director.
Participants
Under the Share Incentive Plan, eligible participants includes
the directors, officers and employees (including both full-time and
part-time employees) of the Company or of any designated affiliate
of the Company and any person or corporation engaged to provide
ongoing management or consulting services for the Company or a
designated affiliate of the Company (or any employee of such person
or corporation). Subject to the provisions of the Share Incentive
Plan, the Committee may from time to time determine the
participants to whom Options may be granted, the number of Ordinary
Shares to be made subject to each Option granted, the expiry date
of each Option granted, the exercise price of each Option granted
and the other terms of each Option granted.
Exercise Price of Options
The price per share at which any Ordinary Share which is the
subject of an Option may be purchased shall be determined by the
Committee at the time the Option is granted, provided that the
exercise price of any Option may not be less than the closing price
of the Ordinary Shares on the TSX, or such other principal market
upon with the Ordinary Shares are traded, on the last trading day
immediately preceding the date of the grant of such Option.
Term of Options
Each Option, unless sooner terminated pursuant to the provisions
of the Share Incentive Plan, will expire on a date to be determined
by the Committee at the time the Option is granted, subject to
amendment by an employment contract, which date cannot be later
than ten years after the date the Option is granted. However, if
the expiration date falls within a blackout period or within ten
business days after a blackout period expiry date, then the
expiration date of the Option will be the date which is ten
business days after the blackout period expiry date.
Vesting of Options
Except as otherwise specifically provided in any employment
contract or in the provisions of the Share Incentive Plan, Options
may be exercised (in each case to the nearest full share) during
the Option period only in accordance with the vesting schedule, if
any, determined by the Committee, in its sole and absolute
direction, at the time of the grant of the Option, which vesting
schedule may include performance vesting or acceleration of vesting
in certain circumstances and which may be amended or changed by the
Committee from time to time with respect to a particular Option. If
the Committee does not determine a vesting schedule at the time of
the grant of any particular Option, such Option shall be
exercisable in whole at any time, or in part from time to time,
during the Option period.
Eligible Participants on Exercise
Subject to the provisions of the Share Incentive Plan, an Option
may be exercised by the Optionee in whole at any time, or in part
from time to time, during the Option period, provided however that,
except as otherwise specifically provided by the provisions of the
Share Incentive Plan or in any employment contract, no Option may
be exercised unless the Optionee at the time of exercise thereof
is:
(a) in the case of an eligible employee, an officer of the
Company or a designated affiliate of the Company or in the
employment of the Company or a designated affiliate of the Company
and has been continuously an officer or so employed since the date
of the grant of such Option, provided, however, that a leave of
absence with the approval of the Company or such designated
affiliate of the Company will not be considered an interruption of
employment for purposes of the Share Incentive Plan;
(b) in the case of an eligible director who is not also an
eligible employee, a director of the Company or a designated
affiliate of the Company and has been such a director continuously
since the date of the grant of such Option; and
(c) in the case of any other eligible participant, engaged,
directly or indirectly, in providing ongoing management, consulting
or other services for the Company or a designated affiliate of the
Company and has been so engaged since the date of the grant of such
Option.
Lapsed Options
If Options granted under the Share Incentive Plan are
surrendered, terminate or expire without being exercised in whole
or in part, new Options may be granted covering the Ordinary Shares
not purchased under such lapsed Options.
Effect of Death on Options
If a participant or, in the case of a person or corporation
engaged to provide ongoing management or consulting services for
the Company or a designated affiliate of the Company which is not
an individual, the primary individual providing services to the
Company or designated affiliate of the Company on behalf of the
person or corporation engaged to provide ongoing management or
consulting services, shall die, any Option held by such participant
or individual at the date of such death shall become immediately
exercisable notwithstanding any term or condition of such Option,
and shall be exercisable in whole or in part only by the person or
persons to whom the rights of the Optionee under the Option shall
pass by the will of the deceased or the laws of descent and
distribution until the expiration of the Option period in respect
of such Option (or such shorter period of time as is otherwise
provided in an employment contract or the terms and conditions of
any Option), but only to the extent that such Optionee was entitled
to exercise the Option at the date of the deceased's death in
accordance with the terms of the Share Incentive Plan.
Effect of Termination of Employment or Services
If a participant: (i) ceases to be a director of the Company and
of the designated affiliates of the Company (and is not or does not
continue to be an employee thereof) for any reason (other than
death); or (ii) ceases to be employed by, or provide services to,
the Company or the designated affiliates of the Company (and is not
or does not continue to be a director or officer thereof), or any
corporation engaged to provide services to the Company or the
designated affiliates of the Company, for any reason (other than
death) or receives notice from the Company or any designated
affiliate of the Company of the termination of his or her
employment contract, except as otherwise provided in any employment
contract or the terms and conditions of any Option, in situations
of termination not for cause, such participant will have 90 days
(unless extended by the Board) following termination to exercise
his or her Options to the extent that such participant was entitled
to exercise such Options at the date of termination, and, in
situations other than a termination not for cause, any Options held
by such participant on the date of such termination shall be
forfeited and cancelled as of that date. Notwithstanding the
foregoing or any employment contract, in
no event may such right extend beyond the Option period.
Effect of Change of Control on Options
If, at the time of a change of control, the participant is an
officer or employee of the Company or of any designated affiliate
of the Company and, within 12 months of such change of control, the
Company terminates the employment or services of said participant
for any reason other than cause or an involuntary termination
occurs with respect to such officer or employee of the Company or
of any designated affiliate of the Company, then, on the date of
such event of termination, all of the participant's Options shall
immediately vest, if not already vested.
If, at the time of a change of control, the participant is not
an officer or employee of the Company or of any designated
affiliate of the Company, then all of the participant's Options
shall immediately vest on the date of the change of control, if not
already vested.
In either of the foregoing events, as applicable, all Options so
vested may be exercised in whole or in part by the participant from
such applicable date until the expiry of their respective Option
periods, except as otherwise provided in any employment contract or
the terms and conditions of any Option.
Acceleration on Take-over Bid
If a take-over bid (within the meaning of the Securities Act
(Ontario)) or a general offer for the Company pursuant to the UK
City Code on Takeovers and Mergers (in either case in respect of
all or a portion of the outstanding Ordinary Shares) or a scheme of
arrangement pursuant to the Act (as a means of effecting the
acquisition by a purchaser of all of the outstanding Ordinary
Shares), then the Committee may permit all Options outstanding to
become immediately exercisable in order to permit Ordinary Shares
issuable under such Options to be tendered to such take-over bid,
sold pursuant to such general offer or be acquired upon any scheme
of arrangement becoming effective in accordance with its terms.
Suspension, Termination or Amendments
The Committee has the right, under the Share Incentive Plan,
without the approval of the shareholders of the Company, to suspend
or terminate (and to re-instate) the Share Incentive Plan, and to
make certain amendments to the Share Incentive Plan, including the
following amendments:
(a) any amendment of a "housekeeping" nature, without
limitation, amending the wording of any provision of the Share
Incentive Plan for the purpose of clarifying the meaning of
existing provisions or to correct or supplement any provision of
the Share Incentive Plan that is inconsistent with any other
provision of the Share Incentive Plan, correcting grammatical or
typographical errors and amending the definitions contained within
the Share Incentive Plan;
(b) any amendment to comply with the rules, policies,
instruments and notices of any regulatory authority to which the
Company is subject, including the applicable stock exchanges, or to
otherwise comply with any applicable law or regulation;
(c) any amendment to the vesting provisions of the Share
Incentive Plan, other than changes to the expiration date and the
exercise price of an Option;
(d) any amendment, with the consent of the Optionee;
(e) other than changes to the expiration date and the exercise
price of an Option as described in the Share Incentive Plan, any
amendment, with the consent of the Optionee, to the terms of any
Option previously granted to such Optionee under the Share
Incentive Plan;
(f) any amendment to the provisions concerning the effect of the
termination of a participant's position, employment or services on
such Optionee's status under the Share Incentive Plan;
(g) any amendment respecting the administration or
implementation of the Share Incentive Plan; and
(h) any amendment to provide a cashless exercise feature to any
Option or the Share Incentive Plan, provided that such amendment
ensures the full deduction of the number of underlying Ordinary
Shares from the total number of Ordinary Shares subject to the
Share Incentive Plan.
The Committee has the right, under the Share Incentive Plan,
with the approval of the shareholders of the Company by ordinary
resolution, to make the following amendments to the Share Incentive
Plan:
(a) any change to the number of Ordinary Shares issuable from
treasury under the Share Incentive Plan, including an increase to
the fixed maximum number of Ordinary Shares or a change from a
fixed maximum number of Ordinary Shares to a fixed maximum
percentage;
(b) any amendment which would change the number of days with
respect to the extension of the expiration date of Options expiring
during or immediately following a blackout period;
(c) any amendment which reduces the exercise price of any Option;
(d) any amendment which extends the expiry date of an Option;
(e) any amendment which cancels any Option and replaces such
Option with an Option which has a lower exercise price;
(f) any amendment which would permit Options to be transferred
or assigned by any participant other than as currently contemplated
by the Share Incentive Plan;
(g) any amendments to the limits on non-employee director participation;
(h) any amendment to the definition of "Participant" under the
Share Incentive Plan which would have the potential of narrowing,
broadening or increasing insider participation; and
(i) any amendment to the amending provisions of the Share Incentive Plan.
Notwithstanding the foregoing, any amendment to the Share
Incentive Plan shall be subject to the receipt of all required
regulatory approvals including, without limitation, the approval of
the TSX, or such other principal market upon with the Ordinary
Shares are traded.
Assignability
No rights under the Share Incentive Plan and no Option awarded
pursuant to the provisions of the Share Incentive Plan are
assignable or transferable by any participant other than pursuant
to a will or by the laws of descent and distribution.
Changes in Capital
In the event there is any change in the Ordinary Shares, whether
by reason of a stock dividend, consolidation, subdivision,
reclassification or otherwise, an appropriate adjustment will be
made to the awards granted under the Share Incentive Plan by the
Committee, including without limitation, in the number of Ordinary
Shares available under the Share Incentive Plan, the number of
Ordinary Shares subject to any Option and the exercise price of the
Ordinary Shares subject to Options.
Consolidation, Merger etc.
If there is a consolidation, merger or statutory amalgamation or
arrangement of the Company with or into another corporation, a
separation of the business of the Company into 2 or more entities
or a transfer of all or substantially all of the assets of the
Company to another entity, unless the Committee otherwise
determines acting reasonably, upon the occurrence of such
consolidation, merger, amalgamation, arrangement, separation or
transfer, where the surviving or acquiring entity is a corporation,
then the surviving or acquiring entity will substitute or replace
similar options to purchase securities in the surviving or
acquiring entity for the Options outstanding under the Share
Incentive Plan on substantially the same terms and conditions as
the Share Incentive Plan, provided that if surviving or acquiring
entity is not a corporation, the Committee shall determine the
basis upon which such Option shall be exercisable.
Securities Exchange Take-Over Bid
In the event that the Company becomes the subject of a take-over
bid (within the meaning of the Securities Act (Ontario)) pursuant
to which 100% of the outstanding Ordinary Shares are acquired by
the offeror either directly or as a result of the compulsory
acquisition provisions, and where consideration is paid in whole or
in part in equity securities of the offeror, the Committee may send
notice to all Optionees requiring them to surrender their Options
within 10 days of the mailing of such notice, and the Optionees
shall be deemed to have surrendered such Options on the tenth day
after the mailing of such notice without further formality,
provided that the Committee delivers with such notice an
irrevocable and unconditional offer by the offeror to grant
replacement options to the Optionees on the equity securities
offered as consideration, and the Committee has determined, in good
faith, that such replacement options have substantially the same
economic value as the Options being surrendered.
PART SEVEN - STATEMENT OF CORPORATE GOVERNANCE PRACTICES
Canadian securities regulatory policy as reflected in NI 58-101
requires that TSX-listed companies disclose on an annual basis
their approach to corporate governance. National Policy 58-201 -
Corporate Governance Guidelines provides regulatory staff's
guidance as to preferred governance practices, although such
guidelines are not prescriptive (other than for audit committees).
Disclosure of the Company's approach to corporate governance in the
context of this instrument and policy is set out below.
Corporate governance relates to the activities of the Board, the
members of which are elected by and are accountable to the
shareholders, and takes into account the role of the individual
members of management who are appointed by the Board and who are
charged with the day-to-day management of the Company. The Board is
committed to sound corporate governance practices, which are both
in the interest of its shareholders and contribute to effective and
efficient decision making. The following is a summary of the
Company's approach to corporate governance.
Board of Directors
The Board is made up of one Executive Director and 4
Non-Executive Directors. Mr. Nicholas Mather is the Executive
Director.
NI 58-101 sets out the standard for director independence. Under
NI 58-101, a director is independent if he or she has no direct or
indirect material relationship with the Company. A material
relationship is a relationship which could, in the view of the
Board, be reasonably expected to interfere with the exercise of a
director's independent judgment. NI 58-101 also sets out certain
situations where a director will automatically be considered to
have a material relationship with the Company. The following
members of the Board are independent in accordance with NI 58-101:
Mr. John Bovard, Dr. Robert Weinberg, Mr. Brian Moller and Mr.
Craig Jones. Mr. Nicholas Mather is not independent as he is the
CEO of the Company. A majority of the directors are
independent.
The Chair of the Board is Mr. Brian Moller, who is an
independent director. As Chair, Mr. Brian Moller is responsible for
leadership of the Board, for efficient organization and conduct of
the Board's function and the briefing of all directors in relation
to issues arising at Board meetings. The Chair is also responsible
for shareholder communication and arranging Board performance
evaluation.
It is the Board's policy to maintain independence by having at
least half of the Board comprising Non-Executive Directors who are
free from any material business or other relationship with the
Company. The structure of the Board ensures that no one individual
or group is able to dominate the decision making process.
The independent directors do not hold regularly scheduled
meetings at which non-independent directors and members of
management are not in attendance. However, where deemed necessary
by the independent directors, the independent directors hold
in-camera sessions exclusive of non-independent directors and
members of management, which process facilitates open and candid
discussion among the independent directors.
The Board ordinarily meets on a monthly basis providing
effective leadership and overall control and direction of the
Company's affairs through the schedule of matters reserved for its
decision. This includes the approval of the budget and business
plan, major capital expenditure, acquisitions and disposals, risk
management policies and the approval of the financial statements.
Formal agendas, papers and reports are sent to the directors in a
timely manner, prior to Board meetings. The Board also receives
summary financial and operational reports before each Board
meeting. The Board delegates certain of its responsibilities to
management, who have clearly defined terms of reference.
All directors have access to the advice and services of the
Company Secretary, who is responsible for ensuring that all Board
procedures are followed. Any director may take independent
professional advice at the Company's expense in the furtherance of
his duties.
Attendance Record
For the financial year ended June 30, 2017, there has been 14
Board meetings. All directors that were eligible to attend the
meetings attended.
Board Mandate
Please see Schedule "B" - "Matters Reserved for the Board of
Directors" for the text of the Board's written mandate.
Position Descriptions
Please see Schedule "A" - "Corporate Governance Charter" for the
written description of the roles of the CEO, the Chair of the
Board, the Chair of the Audit and Risk Management Committee and the
Chair of the Remuneration Committee.
Other Directorships
None of the directors of the Company are also directors of other
issuers that are "reporting issuers" as that term is defined in and
for the purposes of Canadian securities legislation.
Orientation and Continuing Education
Incoming directors are provided with access to the CEO, and the
Company Secretary to gain a full understanding of the Company, its
projects, personnel and policies & procedures. Via the CFO and
the Company Secretary, incoming directors are able to access the
Board materials and minutes for the previous 12 months, and may
also obtain copies of any material contracts, reports, or stock
market releases to assist with their understanding.
At all times directors are encouraged to attend any professional
course or update relevant to the discharge of their duties as a
director of the Company. Directors are also encouraged to visit the
Company's project sites as practical, and attend any international
mining conferences at which the Company may present.
Ethical Business Conduct
In formulating the Company's corporate governance procedures the
Board takes due regard of the principles of good governance set out
in the UK Corporate Governance Code (the "Code") to the extent they
consider appropriate in light of the Company's size, stage of
development and resources. However, given the size of the Company,
at present the Board of does not consider it necessary to adopt the
Code in its entirety.
The Company has adopted a written corporate ethics policy (the
"Corporate Ethics Policy"), which has been agreed to by each of the
members of the directors of the Company. The Corporate Ethics
Policy sets out the obligations of integrity and honesty of each
member of the Board and their obligations with respect to, amongst
other matters, conflicts and interests and dealing in securities in
the Company. The Corporate Ethics Policy is set out in the
Company's Corporate Governance Charter, which is attached as
Schedule "A" to this Circular.
Whilst the Board does not monitor compliance with its Corporate
Ethics Policy, each of the members of the Board are experienced
directors and are both familiar with the Corporate Ethics Policy as
well as current corporate governance requirements for listed
companies in a number of different jurisdictions. Additionally, the
Board has the benefit of access to an experienced Company Secretary
and legal counsel. This places the members of the Board in a
position to satisfy themselves regarding compliance with its
Code.
Board Committees
The standing committees of the Board are comprised of the Audit
and Risk Management Committee, the Remuneration Committee and the
Health, Safety, Environment and Community Committee.
Audit and Risk Management Committee
The Audit and Risk Management Committee meets not less than
twice a year and is responsible for ensuring that the financial
performance, position and prospects of the Company are properly
monitored as well as liaising with the Company's auditor to discuss
financial statements and the Company's internal controls.
The members of the Audit and Risk Management Committee are Mr.
Craig Jones, Mr. John Bovard and Dr. Robert Weinberg. The Executive
Director attends meetings by invitation, if appropriate. Mr. Brian
Moller is the Chair of the Audit and Risk Management Committee.
See "Part Eight - Audit and Risk Management Committee
Information".
Remuneration Committee
Remuneration of the Executive Director is established by
reference to the remuneration of executives of equivalent status
both in terms of the level of responsibility of the position and by
reference to their job qualifications and skills. The Remuneration
Committee also has regard to the terms which may be required to
attract an executive of equivalent experience to join the Board
from another company. Such packages include performance related
bonuses and the grant of Options.
The members of the Remuneration Committee are Mr. John Bovard,
Mr. Nicholas Mather, Dr. Robert Weinberg and Mr. Brian Moller. Mr.
John Bovard is the Chair of the Remuneration Committee.
See "Part Four - Statement of Executive Compensation -
Compensation Governance".
Health, Safety, Environment and Community Committee
The Health, Safety, Environment and Community Committee is
responsible for the overall health, safety and environmental
performance of the Company and its operations and its relationship
with the local community. All of the members of the Board are
Chairs and members of the Health, Safety, Environment and Community
Committee.
Nomination of Directors
The Board does not currently have a formal nominating committee.
Rather the Board as a whole is responsible for identifying and
recommending candidates for the Board. The Board reviews and makes
determinations with respect to: (i) the size and composition of the
Board; (ii) the organization and responsibilities of the
appropriate committees of the Board; (iii) the evaluation process
for the Board and committees of the Board and the Chair of the
Board and such committees; and (iv) creating a desirable balance of
expertise and qualifications among members of the Board. The Board
does not take any formal steps to ensure that objectivity in the
nomination process. In the nomination process, the Board assesses
its current composition and requirements going forward in light of
the stage of the Company and the skills required to ensure proper
oversight of the Company and its operations.
Maxit Board Appointment Right
Pursuant to the share subscription agreement dated August 16,
2016 between the Company and Maxit Capital L.P. ("Maxit Capital"),
the Company has granted to Maxit Capital the right (the "Maxit
Board Appointment Right") to nominate (but not an obligation) an
individual to be appointed as a director of the Company, for so
long as Maxit Capital holds at least a 1.02% interest in the
Ordinary Shares of the Company (the "Maxit Minimum Holding").
Once the nominee is proposed by Maxit Capital, the nominee must
be approved by the Board. Maxit Capital is only permitted to
nominate an individual that: (i) the Board believes, in its
reasonable opinion, has the requisite business acumen and relevant
experience; (ii) the Board believes, in its reasonable opinion, is
suitable to be a director of the Company; and (iii) is suitable to
be a director listed on the applicable stock exchanges.
Any nominee that is appointed by Maxit Capital and subsequently
appointed to the Board shall hold office until the next annual
general meeting of the Company following the nominee's appointment.
At such annual general meeting of the Company, the nominated
director shall stand for re-election to the Board and the Company's
shareholders will have the opportunity to vote on the nominee's
re-election to the Board. A nominated director retires by rotation
in the same manner as any other director of the Board. Upon a
nominated director's regular retirement by rotation from the Board,
the Company's shareholders will have the opportunity to vote on the
nominee's re-election to the Board. If the Company's shareholders
decide not to re-elect a relevant nominee, Maxit Capital may,
subject to maintaining the Maxit Minimum Holding, nominate a new
nominee.
Maxit Capital has the right to remove its nominee from the Board
at any time and may propose a new nominee, in which case the
Company shall take all steps necessary to appoint that new nominee
to the Board as soon as practicable, by giving written notice to
the Company. Where Maxit Capital's current nominee is due to retire
by rotation and Maxit Capital nominates another person as its new
nominee: (i) the current nominee will not be eligible for
re-election; and (ii) the new nominee will be considered for
election at an annual general meeting of the Company.
In the event that Maxit Capital's shareholding in the Company
falls below the Maxit Minimum Holding, solely as a result of the
voluntary sale of Ordinary Shares by Maxit Capital, then Maxit
Capital must, if directed by the Company, procure the resignation
of its nominated director within 3 business days after the date it
ceased to hold that relevant percentage interest and Maxit Capital
shall no longer have a Maxit Board Appointment Right, even in the
event that its shareholdings exceeds the Maxit Minimum Holding at
some future date. Should Maxit Capital fail to procure the
resignation of its nominee, the Company is entitled to take such
steps as are reasonably necessary to remove the appointee as
director or officer, including seeking a shareholder resolution to
remove the appointee and is entitled to be indemnified for all
costs and expenses incurred by the Company in respect of the
same.
Newcrest Board Appointment Right
Pursuant to the conditional share subscription agreement dated
August 30, 2016 between the Company, Newcrest International Pty
Ltd. and Newcrest Mining Limited (collectively, "Newcrest"), as
subsequently varied by a further deed of variation on September 26,
2016, and as further varied by a third deed of variation on June
21, 2017 (the "Newcrest Subscription Agreement"), the Company
granted Newcrest a right (but not an obligation) to appoint a
director to the Board (the "Newcrest Board Appointment Right"), for
so long as Newcrest holds more than 10% of the Ordinary Shares of
the Company (the "Newcrest Minimum Holding").
Once the nominee is proposed by Newcrest, the nominee must be
approved by the Board. Newcrest is only permitted to nominate an
individual that: (i) the Board believes, in its reasonable opinion,
has the requisite business acumen and relevant experience; (ii) the
Board believes, in its reasonable opinion, is suitable to be a
director of the Company; and (iii) is suitable to be a director
listed on the applicable stock exchanges. If Newcrest's nominee
meets these criteria, the Company must take all steps necessary to
appoint such person to the Board as soon as practicable.
Any nominee that is proposed by Newcrest and subsequently
appointed to the Board shall hold office until the next annual
general meeting of the Company following the nominee's appointment.
At such annual general meeting of the Company, the nominated
director shall stand for re-election to the Board and the Company
shareholders will have the opportunity to vote on the nominee's
re-election to the Board. A nominated director retires by rotation
in the same manner as any other director of the Board. Upon a
nominated director's regular retirement by rotation from the Board,
Company shareholders will have the opportunity to vote on the
nominee's re-election to the Board. If the Company's shareholders
decide not to re-elect a relevant nominee, Newcrest may, subject to
maintaining the Newcrest Minimum Holding, nominate a new
nominee.
Newcrest has the right to remove its nominee from the Board at
any time and may propose a new nominee, in which case the Company
shall take all steps necessary to appoint that new nominee to the
Board as soon as practicable, by giving written notice to the
Company. Where Newcrest's current nominee is due to retire by
rotation and Newcrest nominate another person as their new nominee:
(i) Newcrest must procure that its current nominee retires; (ii)
the new nominee will be considered for election at an annual
general meeting of the Company; and (iii) the Board will recommend
that the new nominee be elected.
In the event that Newcrest's shareholding in the Company falls
below the Newcrest Minimum Holding, solely as a result of Newcrest
having failed to participate in any future equity raising or due to
a voluntary sale of Ordinary Shares by Newcrest, and provided the
Company has complied with its obligations pursuant to its
Anti-Dilution Right (as such term is defined in the Newcrest
Subscription Agreement), then Newcrest must procure the resignation
of its nominated director within 3 business days after the date
that it ceased to hold the Newcrest Minimum Holding and Newcrest
shall no longer have a Newcrest Board Appointment Right, even in
the event that its shareholdings exceeds the Newcrest Minimum
Holding at some future date. Should Newcrest fail to procure the
resignation of its nominee, the Company is then entitled to take
steps to remove the appointee as director or officer, including
seeking a shareholder resolution to remove the appointee and is
entitled to be indemnified for all costs and expenses incurred by
the Company in respect of the same.
Director Term Limits and Other Mechanisms of Board Renewal
Under the Articles, one-third of the Board retires from office
at every annual general meeting of the Company. Generally, the
members of the Board who have held office the longest time since
their election are required to retire. The Board does not currently
have a limit on the number of consecutive terms for which a
director may sit and believes that arbitrary term or age limits
often prevent or restrict the continued service on the Board of the
most experienced and valuable Board members who will have acquired
an institutional knowledge of the Company from such years of
service. Rather, the Board maintains a flexible approach to Board
succession whereby it considers the addition of potential
candidates in conjunction with its assessments of current Board
members and the Board as a whole.
The Company is an "Eligible International Interlisted Issuer" as
such term is defined in the TSX Manual. As an Eligible
International Interlisted Issuer, the Company has applied for and
received an exemption from the requirements of Sections 461.1-461.4
(Director Elections) of the Manual, which relate, respectively to
annual election of directors, to voting on each individual
director, to a majority voting policy and to the issuance of a news
release disclosing voting results for the election of each director
and Sections 464 (Annual Meetings) of the Manual, which relate to
the timing of the annual general meetings.
Compensation
The Board with the assistance of the Remuneration Committee, is
responsible for approving compensation objectives and the specific
compensation programs for policies and practices of the Company.
For more information, see " Part Four - Statement of Executive
Compensation".
Assessments
The Board is responsible for assessing the effectiveness and
contributions of the Board as a whole, its committees and
individual directors. The Board undertakes this assessment
periodically, although, no formal report in this regard has been
prepared to date.
Policies Regarding the Representation of Women
The Board has not adopted any written policy relating to the
identification and nomination of women directors. However, as part
of the discharge of the Board's responsibilities under the
Corporate Governance Charter, the Board is required to recommend
procedures, including but not limited to strategies to address
Board diversity and increasing the proportion of women in the
Company, for adoption by the Board for the proper oversight of the
Board and senior management. When the Board considers the Company
to be of a sufficient size or complexity, it intends to establish a
sub-committee of the Board dedicated to reporting on
diversity-related matters, from time to time, by way of a report
submitted to the Board which must include: (i) details of the
policies introduced to address Board and employee diversity,
including but not limited to strategies to increase the proportion
of women at all levels of the Company; and (ii) details of the
proportion of women employees in the whole organisation, women in
senior executive positions and women on the Board. Currently, no
such procedures or strategies have been developed. Currently, none
of the members of the Board or the officers of the Company are
women (i.e., 0% of the members of the Board and 0% of the executive
officers of the Company are women).
PART Eight - AUDIT AND RISK MANAGEMENT COMMITTEE INFORMATION
Audit and Risk Management Committee Charter
The responsibilities of the Audit and Risk Management Committee
are set out in the Company's Corporate Governance Charter, which is
attached as Schedule "A".
Audit and Risk Management Committee
The Audit and Risk Management Committee meets not less than
twice a year and is responsible for ensuring that the financial
performance, position and prospects of the Company are properly
monitored as well as liaising with the Company's auditor to discuss
financial statements and the Company's internal controls. The
Executive Director attends meetings by invitation, if
appropriate.
The Audit and Risk Management Committee is comprised of 3
members, namely, Mr. Brian Moller (as Chair), Mr. John Bovard and
Dr. Robert Weinberg, all of whom are deemed to be "independent" and
"financially literate" for purposes of National Instrument 52-110 -
Audit Committees.
Relevant Education and Experience
Each member of the Audit and Risk Management Committee has
skills and experiences that provide the member with: an
understanding of the accounting principles used by the issuer to
prepare its financial statements; the ability to assess the general
application of such accounting principles in connection with the
accounting for estimates, accruals and provisions; experience
preparing, auditing, analyzing or evaluating financial statements
that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of
issues that can reasonably be expected to be raised by the
Company's financial statements, or experience actively supervising
one or more individuals engaged in such activates; and an
understanding of internal controls and procedures for financial
reporting.
Name Relevant Education and Experience Independent Financially Literate
-------------------- ----------------------------------------------------------- ------------ ---------------------
Mr. Brian Moller Member of the audit committee of DGR Global since 2003, Yes Yes
member of the audit committee of Dark
Horse Resources Limited since 2011, member of the audit
committee of Aguia Resources Limited
since 2014, chair of the audit committee of Platina
Resources Limited since 2010 and a member
of the audit and risk management committee of Aus Tin
Mining Limited since 2010.
Mr. John Bovard Member of the audit and risk management committee of Aus Yes Yes
Tin Mining Limited since 2010 and
member of the audit committee of Orbis Gold Limited from
2010 until 2015.
Dr. Robert Weinberg Managing director of the Institutional Investment at the Yes Yes
World Gold Council from 2000 until
2004 and director of the investment banking division at
Deutsche Bank in London from 1995
until 1999.
PART Nine - Interest of Informed Persons in Material
Transactions
Within the 3 most recently completed financial years and during
the current financial year, no director, executive officer, or
shareholder who beneficially owns, or controls or directs, directly
or indirectly, more than 10% of the outstanding Ordinary Shares, or
any known associates or affiliates of such persons, has or has had
any material interest, direct or indirect, in any transaction or in
any proposed transaction that has materially affected or is
reasonably expected to materially affect the Company.
PART Ten - ADDITIONAL INFORMATION
Additional information relating to the Company, including the
audited consolidated financial statements of the Company for the
financial year ended June 30, 2017, together with the auditor's
report thereon, may be found on the Company's website at
www.solgold.com.au or under the Company's issuer profile on SEDAR
at www.sedar.com.
Approval
The contents of this Circular and the sending thereof to the
Shareholders have been approved by the Board.
DATED as of the 29th day of December, 2017.
(signed) "Karl Schlobohm"
-------------------------
Karl Schlobohm
Company Secretary
SolGold plc
(a)
SCHEDULE"A"
Matters Reserved for the Board of Directors
Management Structure and Appointments
-- Board and other senior management (the Chief Executive
Officer and the Company Secretary) appointments or removals.
-- Board and senior management succession, training, development and appraisal.
-- Execute appropriate strategies to monitor performance of the
Board in implementing its functions and powers.
-- Remuneration, contracts, grants of options and incentive
arrangements for senior management (if not delegated to a
committee).
-- Delegation of the Board's powers, and establishment of a
Delegation of Authority Matrix for the Company.
-- Appoint and oversee the membership of committees and agree
terms of reference of board committees and task forces.
-- Matters referred to the Board by the Board committees.
-- Directors' conflicts or potential conflicts of interest.
Strategic/Policy Considerations
-- Business strategy.
-- Regulatory compliance with all relevant laws (Corporation
Act, CA2006, the ASX Listing Rules and the UK Listing Rules,
etc.).
-- Corporate Governance, Policies and Procedures.
-- Specific risk management policies including insurance,
hedging, borrowing limits and corporate security.
-- Agreement of codes of ethics and business practices.
-- Review and assess risk management and internal compliance and
control, codes of conduct and legal compliance.
-- Avoidance of wrongful or fraudulent trading.
Transactions
-- Acquisitions and disposals of subsidiaries or other substantive assets.
-- Investment and other capital expenditure projects.
-- Actions or transactions where there may be doubt over propriety.
-- Approval of public announcements, prospectuses, circulars and similar documents.
-- Disclosure of directors' interests.
-- Transactions with directors or other related parties.
Finance
-- Approve and monitor Capital expenditure, capital management and Capital adequacy.
-- Raising new capital and confirmation of major financing facilities.
-- Discussion of any proposed qualification to the financial statements.
-- Final approval of annual and interim reports, financial statements and accounting policies.
-- Appointment/proposal of and liaise with the Company's external auditor.
-- Approval annual budgets for the coming year.
General
-- Allotment, calls or forfeiture of shares.
-- Shareholders and RNS communications.
-- Calling of shareholders' meetings.
SCHEDULE "B"
Corporate Governance Charter
See attached.
Corporate Governance Charter
SolGold plc Company Number 05449516 (SolGold or Company)
Adopted pursuant to a resolution of the Board dated 28 June
2017
Section A - Principles of Corporate
Governance......................................................................................................
7
A.1 Board of Directors......................................................................................................................................... 7
A.2 The Chairperson............................................................................................................................................ 9
A.3 Chief Executive Officer/Managing Director.......................................................................................... 10
A.4 Corporate Ethics, ........................................................................................................................................ 10
A.5 Corporate Code of Conduct..................................................................................................................... 10
A.6 Selection of External Auditor and rotation of Audit Engagement Partner................................. 12
A.7
Committees..................................................................................................................................................
13
Section B - Corporate Governance Committee
Charter......................................................................................
14
B.1 CG Committee Members......................................................................................................................... 14
B.2
Purpose.........................................................................................................................................................
14
B.3 Definition and Objectives of the CG Committee................................................................................ 14
B.4 Powers and Authority of the CG Committee...................................................................................... 15
B.5
Reporting.......................................................................................................................................................
15
B.6 Application of Standing Rules................................................................................................................. 16
Section C - Audit & Risk Management Committee
Charter................................................................................
17
C.1 Committee Members................................................................................................................................. 17
C.2
Purpose.........................................................................................................................................................
17
C.3 Definition and Objectives of the Committee........................................................................................ 17
C.4
Reporting.......................................................................................................................................................
19
C.5 Risk Management Policies...................................................................................................................... 20
C.6 Attendance at Meetings........................................................................................................................... 20
C.7
Access...........................................................................................................................................................
20
C.8 Application of Standing Rules................................................................................................................. 21
Section D - Remuneration Committee
Charter.........................................................................................................
22
D.1 Committee Members................................................................................................................................. 22
D.2
Purpose.........................................................................................................................................................
22
D.3 Definition and Objectives of the Remuneration Committee............................................................ 22
D.4 Remuneration Policies.............................................................................................................................. 23
D.5
Approval.........................................................................................................................................................
24
D.6
Reporting.......................................................................................................................................................
24
D.7
Meetings........................................................................................................................................................
26
D.8 Attendance at Meetings........................................................................................................................... 26
D.9 Application of Standing Rules................................................................................................................. 26
Section E - Nominations Committee
Charter............................................................................................................
27
E.1 Committee Members................................................................................................................................. 27
E.2
Purpose.........................................................................................................................................................
27
E.3 Definition and Objectives of the Committee........................................................................................ 27
E.4
Reporting.......................................................................................................................................................
28
E.5 Attendance at Meetings........................................................................................................................... 29
E.6
Access...........................................................................................................................................................
29
E.7 Application of Standing Rules................................................................................................................. 30
Section F - Standing Rules of
Committees................................................................................................................
31
F.1
Application....................................................................................................................................................
31
F.2
Composition.................................................................................................................................................
31
F.3
Chairperson..................................................................................................................................................
31
F.4
Meetings........................................................................................................................................................
31
F.5
Fees................................................................................................................................................................
32
F.6 Review of Charter........................................................................................................................................ 32
F.7 Duties and Responsibilities..................................................................................................................... 32
Section G - Corporate Ethics
Policy...............................................................................................................................
33
G.1
Introduction...................................................................................................................................................
33
G.2 Directors' Duties.......................................................................................................................................... 33
G.3 Dealing in Company securities............................................................................................................... 35
G.4
Confidentiality..............................................................................................................................................
35
Section H - Diversity
Policy................................................................................................................................................
36
H.1 General Purpose and Principle............................................................................................................... 36
H.2 Measurable Objectives, Targets and Key Performance
Indicators - Gender Diversity......... 37
H.3 Compliance Requirements....................................................................................................................... 37
H.4
Communication...........................................................................................................................................
37
H.5
Accountability..............................................................................................................................................
37
H.6 Addenda to this Policy.............................................................................................................................. 37
H.7 Overriding Caveat........................................................................................................................................ 37
Section I - Nominee Director
Policy...............................................................................................................................
39
I.1 General Purpose......................................................................................................................................... 39
I.2 Compliance with this Policy.................................................................................................................... 39
I.3 Principles for Nominees............................................................................................................................ 40
I.4 Provision of information to Nominating Shareholder by Nominee................................................ 41
I.5 Nominating Shareholder principles - Confidential Information...................................................... 41
I.6 Nominating Shareholder principles - Announcements and disclosure....................................... 41
I.7 Nominating Shareholder principles - Inside Information.................................................................. 42
I.8 Restrictions on Nominees........................................................................................................................ 42
I.9
Qualifications...............................................................................................................................................
42
I.10
Interpretation................................................................................................................................................
43
Definitions
AIM means the market of that name
operated by the London Stock
Exchange.
AIM Rules means the rules for companies
admitted to AIM published by
the London Stock Exchange.
Articles means the Articles of Association
of the Company.
Audit & Risk means that Committee charged
Management Committee with determining, implementing
or A&R Committee and assessing controls for financial
management and financial reporting
generally for the Company.
Board means the board of directors
of the Company.
CA 2006 means the UK Companies Act 2006
as amended from time to time.
Charter means the charter of any Committee
set out in this Corporate Governance
Charter.
Committee means each committee created
by the Board including without
limitation, the Audit & Risk
Management Committee, the Remuneration
Committee, the Corporate Governance
Committee and the Nominations
Committee.
Company or SolGold means SolGold plc a company registered
in England and Wales with Company
Number 05449516 and registered
in Australia as a foreign company
with Australian Registered Business
Number 65 117 169 856.
Company Dealing means the Company Code Regarding
Code Dealings in Company Securities
(Adopted by Board Resolution
passed on 30 June 2016), as may
be amended from time to time.
Connected Person has the meaning given to that
term in the CA 2006.
Corporate Code means the code of conduct set
of Conduct out in Section A.5.
Corporate Ethics means the policy set out in Section
Policy G setting out directors' duties
and various other obligations
given their position with the
Company.
Corporate Governance means the Committee charged with
Committee or reviewing compliance by the Board
CG Committee with amongst other matters, the
provisions of this document.
Corporate Governance means the policies, procedures
Charter and charters set out in this
document.
Corporations means the Australian Corporations
Act Act 2001 (Cth) as amended from
time to time.
Director means a director of the Company.
Diversity includes, but is not limited
to, gender, age, ethnicity and
cultural background.
Diversity Policy means the policy developed from
time to time by the Board establishing
measurable objectives for achieving
Diversity.
Exchange means an internationally recognised
securities exchange (eg. ASX,
TSX, LSE) other than AIM.
Exchange Rules means the official rules of an
Exchange.
Independent means a Director who has a sufficient
level of independence to the
Company, determined in accordance
with Section A.1(c) of this document.
London Stock means the London Stock Exchange
Exchange plc.
Management means those employees of the
Company that are responsible
for the Company's day-to-day
management.
Nominations Committee means the Committee for assisting
the Board in relation to the
appointment of members to the
Board and of senior Management
and in assessing the performance
of such individuals.
Remuneration means the Committee charged with
Committee and reviewing remuneration levels
for directors and senior Management.
Standing Rules means the general and procedural
rules of each Committee set out
in Section F of this Corporate
Governance Policy.
UK Corporate means the UK Corporate Governance
Governance Code Code published in April 2016
and the best practice guidance
issued by the Financial Reporting
Council (as may be amended from
time to time).
Section A - Principles of Corporate Governance
A.1 Board of Directors
(a) General
This document sets out the main principles adopted by the Board
in order to implement and maintain a culture of good corporate
governance both internally and in its dealings with outsiders.
The Board is committed to administering the policies and
procedures with openness and integrity, and pursuing the true
spirit of corporate governance commensurate with the Company's
needs.
The Directors of the Company are required to operate to high
ethical standards and in compliance with all relevant laws,
regulations and codes as may be applicable to the Company from time
to time.
The matters set out in this document are subject to:
- the CA 2006;
- the Corporations Act (as may be relevant to the Company having
regard to its registration as a foreign company in Australia
pursuant to Part 5B.2 of the Corporations Act);
- the Articles;
- where the Company is admitted to trading on AIM, the AIM Rules; and
- where the Company is listed or otherwise admitted to trading
on an Exchange, the relevant Exchange Rules of that Exchange (or
Exchanges, as the case may be).
The purpose of preparing and disclosing the matters set out in
this document is to:
(1) formalise the procedures so as to ensure that the Company
and the Board act in a transparent and appropriate manner in both
its internal and external dealings;
(2) ensure that appropriate checks, balances and procedures are
in place to monitor the operations of the Company and those charged
with its management; and
(3) provide for a transparent method for shareholders to
evaluate the performance of the Company from a corporate governance
perspective.
In preparing and implementing these strategies, the Company and
the Board are mindful of the UK Corporate Governance Code and such
other codes or guidelines to which the Company may have regard from
time to time.
(b) Functions, Powers and Responsibilities of the Board
Generally, the powers and obligations of the Board are governed
by the CA 2006 and the general law.
Without limiting those matters, the Board expressly considers
itself responsible for the following:
(1) ensuring compliance with the CA 2006, the AIM Rules, any
relevant Exchange Rules and all relevant laws;
(2) developing, implementing and monitoring operational and financial targets for the Company;
(3) appointment of appropriate staff, consultants and experts to
assist in the Company's operations, including the selection,
monitoring and removal of a Chief Executive Officer;
(4) ensuring appropriate financial and risk management controls are implemented;
(5) approving and monitoring financial and other reporting;
(6) setting, monitoring and ensuring appropriate accountability
for directors' and executive officers' remuneration;
(7) establishing and maintaining communications and relations
between the Company and third parties, including its shareholders
and relevant regulatory authorities;
(8) implementing appropriate strategies to monitor performance
of the Board in implementing its functions and powers;
(9) oversight of the Company including its framework of control
and accountability systems to enable risk to be assessed and
managed;
(10) ratifying the appointment and, where appropriate, removal
of the Chief Financial Officer and the Company Secretary;
(11) input into and final approval of the Management's
development of corporate strategy and performance objectives;
(12) reviewing and ratifying systems of risk management and
internal compliance and control, codes of conduct and legal
compliance;
(13) monitoring senior Management's performance, implementation
of strategy and ensuring appropriate resources are available;
(14) approving and monitoring the progress of major capital
expenditure, capital management and acquisitions and
divestitures;
(15) approval of the annual budget;
(16) monitoring the financial performance of the Company;
(17) liaising with the Company's external auditors;
(18) monitoring, and ensuring compliance with, all of the Company's legal obligations;
(19) approving and monitoring financial and other reporting; and
(20) appointing and overseeing Committees where appropriate to
assist in the above functions and powers.
For the avoidance of any doubt, the Board may from time to time
delegate its authority in respect of any of the above matters to
such persons or committees as is permitted and deemed
appropriate.
(c) Structure of the Board
The structure of the Board is determined in accordance with the
following principles:
(1) to have at least three Directors.
(2) to aim for, so far as is practicable given the size and complexity of the Company:
(A) a majority of the Board being Independent Directors;
(B) the appointment of a Chairperson who is an Independent Director;
(C) a Chairperson who is not the Chief Executive Officer; and
(D) a Board comprising of members with diverse backgrounds.
In assessing the Independence of directors, the Company has
regard to the UK Corporate Governance Code and regards an
Independent Director as a non--executive Director (that is, not a
member of Management) who:
(1) is not a substantial shareholder of the Company or an
officer of, or otherwise associated directly with, a substantial
shareholder of the Company;
(2) within the last five years has not been employed in an
executive capacity by the Company or another group member, or been
a director after ceasing to hold any such employment;
(3) within the last three years has not been a principal of a
material professional advisor or a material consultant to the
Company or another group member, or an employee materially
associated with the service provided;
(4) is not a material supplier or customer of the Company or
other group member, or an officer of or otherwise associated
directly or indirectly with a material supplier or customer;
(5) has no material contractual relationship with the Company or
another group member other than as a Director of the Company;
(6) has not served on the Board for a period which could, or
could reasonably be perceived to, materially interfere with the
directors' ability to act in the best interests of the Company;
and
(7) is free from any interest and any business or other
relationship which could, or could reasonably be perceived to,
materially interfere with the directors' ability to act in the best
interests of the Company.
For the avoidance of any doubt, the determination of the Board
as to the independence of a Director for the purposes of this
Corporate Governance Charter, is in no way determinative as to the
independence of a Director for any other purpose (including,
without limitation, pursuant to any Exchange Rules).
A.2 The Chairperson
The Chairperson is responsible for leadership of the Board, for
efficient organisation and conduct of the Board's function and the
briefing of all Directors in relation to issues arising at Board
meetings. The Chairperson is also responsible for shareholder
communication and arranging Board performance evaluation.
A.3 Chief Executive Officer/Managing Director
The Chief Executive Officer and/or Managing Director (if any)
are responsible for running the affairs of the Company under
delegated authority from the Board and to implement the policies
and strategies set by the Board. In carrying out their
responsibilities, they must report to the Board in a timely manner
and ensure all reports to the Board present a true and fair view of
the Company's financial position and operating results.
The Chief Executive Officer and/or Managing Director (if any)
(together with the Chief Financial Officer, if there is one) shall
be required to state in writing to the Board that the financial
reports of the Company represent a true and fair view in all
material respects, of the Company's financial conditions and
operating results and are in accordance with relevant accounting
standards.
A.4 Corporate Ethics,
The Company has adopted a separate Corporate Ethics Policy
(refer Section G) which has been agreed to by each member of the
Board, setting out, in addition to these principles, the
obligations of integrity and honesty on each member of the Board
and their obligations with respect to, amongst other matters,
conflicts of interest and dealing in securities in the Company.
A.5 Corporate Code of Conduct
The Company also adheres to the following statement of
principles and responsibilities with respect to both its internal
dealings with employees and consultants, and external dealings with
shareholders and the community at large (such principles and
responsibilities constitute the Company's Corporate Code of
Conduct).
The Corporate Code of Conduct sets out the standard which the
Board, Management and employees of the Company are encouraged to
comply with when dealing with each other, shareholders, and the
broader community.
(a) Commitment of the Board and Management to the Corporate Code of Conduct
The Board and Management approve and endorse this Corporate Code
of Conduct.
The Board and Management encourage all staff to consider the
principles of the Corporate Code of Conduct and use them as a guide
to determine how to respond when acting on behalf of the
Company.
(b) Responsibilities to Shareholders and the Financial Community Generally
The Company aims:
(1) to increase shareholder value within an appropriate
framework which safeguards the rights and interests of the
Company's shareholders and the financial community;
(2) comply with systems of control and accountability which the
Company has in place as part of its corporate governance; and
(3) to act with honesty, integrity and fairness.
(c) Responsibilities to Clients, Customers and Consumers
The Company is to comply with all legislative and common law
requirements which affect its business. Any transgression from the
applicable legal rules is to be reported to Management as soon as a
person becomes aware of such a transgression.
(d) Employment Practices
The Company will employ the best available staff, both male and
female, from a diverse background, with skills required to carry
out their roles.
The Company will ensure that Diversity objectives are adopted at
all levels of the Company.
The Company will ensure a safe work place and maintain proper
occupational health and safety practices commensurate with the
nature of the Company's business and activities.
(e) Responsibility to the Community
The Company will recognise, consider and respect legal
requirements impacting upon its operations and comply with all
applicable legal requirements.
The Company will act with honesty, integrity and fairness in all
dealings with the community.
(f) Responsibility to the Individual
The Company recognises and respects the rights of individuals
and to the best of its ability will comply with the applicable
legal rules regarding privacy, privileges, private and confidential
information.
The Company will maintain the confidentiality of the information
of its shareholders, customers and suppliers, unless required to be
disclosed by law or disclosure is otherwise authorised.
(g) Obligations Relative to Fair Trading and Dealing
The Company will deal with others in a way that is fair and will
not engage in deceptive practices.
(h) Conflicts of Interest
The Board, Management and employees must not involve themselves
in situations where there is an actual, perceived or potential
conflict of interest (either direct or indirect) between them as
individuals and the interest of the Company (excluding those
matters which may be subject to legal professional privilege).
Where an actual, perceived or potential conflict of interest
arises, the matter should be:
(1) in the case of a member of the Board, dealt with in
accordance with the Corporate Ethics Policy and the Articles;
(2) in the case of a member of Management, brought to the
attention of a member of the Board; and
(3) in the case of an employee, brought to the attention of that
employee's supervisor, a member of Management or a member of the
Board.
In disclosing any actual, perceived or potential conflict of
interest, disclosure should occur as soon as possible and should
contain such details and particulars to allow it to be considered
and dealt with in an appropriate manner for all concerned.
(i) Compliance with the Corporate Code of Conduct
Any breach of compliance with this Corporate Code of Conduct is
to be reported directly to the Chief Executive Officer, Managing
Director or Chairperson, as appropriate.
(j) Periodic Review of Corporate Code of Conduct
The Company will monitor compliance with the Corporate Code of
Conduct periodically by liaising with the Board, Management and
staff especially in relation to any areas of difficulty which arise
from the Corporate Code of Conduct and any other ideas or
suggestions for improvement of the Corporate Code of Conduct.
Suggestions for improvements or amendments to the Corporate Code of
Conduct are welcomed by the Company and can be made at any
time.
(k) Code of Conduct for employees (and contractors)
The Company shall ensure that the above principles are
implemented and adopted by employees and contractors of the
Company, by importing the following principles into the terms of
such engagements:
(1) to actively promote the highest standards of ethics and
integrity in carrying out their duties for the Company;
(2) to disclose any actual, potential or perceived conflicts of
interest of a direct or indirect nature of which they become aware
and which they believe could compromise in any way the reputation
or performance of the Company;
(3) to respect confidentiality of all information of a
confidential nature which is acquired in the course of the
Company's business and not disclose or make improper use of such
confidential information to any person unless specific
authorisation is given for disclosure or disclosure is legally
mandated;
(4) to deal with the Company's customers, suppliers, competitors
and each other with the highest level of honesty, fairness and
integrity and to observe the rule and spirit of the legal and
regulatory environment in which the Company operates;
(5) to protect the assets of the Company to ensure their
availability for legitimate business purposes and to ensure all
corporate opportunities are enjoyed by the Company and that no
property, information or position belonging to the Company or
opportunity arising from these are used for personal gain or to
compete with the Company;
(6) to provide a workplace that is free of harassment and discrimination; and
(7) to report any breach of the above principles to Management
or a member of the Board, who will treat reports made in good faith
with respect and in confidence.
A.6 Selection of External Auditor and rotation of Audit Engagement Partner
(a) Responsibility
The Board is responsible for the initial appointment of the
external auditor and in conjunction with the Audit & Risk
Management Committee, the appointment of a new external auditor
when any vacancy arises.
(b) Selection Criteria
Mandatory criteria
Candidates for the position of external auditor of the Company
must be able to demonstrate complete independence from the Company
and an ability to maintain independence through the engagement
period. Further the successful candidate must have arrangements in
place for the rotation of the audit engagement partner on a regular
basis.
Other criteria
Other than the mandatory criteria noted above, the Board (in
conjunction with the Audit & Risk Management Committee) may
select an external auditor based on criteria relevant to the
business of the Company such as experience in the industry in which
the Company operates, references, cost and any other matters deemed
relevant by the Board and the Audit & Risk Management
Committee.
(c) Review
The Audit & Risk Management Committee will review the
performance of the external auditor on an annual basis in
accordance with the A&R Charter.
A.7 Committees
As set out in Section A.1(b), one of the functions of the Board
is to form and monitor any special purpose Committees established
to review certain aspects of the operations of the Company, having
regard to these principles.
As at the date of this Corporate Governance Charter, the Board
has established
- an Audit & Risk Management Committee; and
- a Remuneration Committee.
As at the date of this Corporate Governance Charter, the Board
has not yet formally established:
- a Corporate Governance Committee; or
- a Nominations Committee,
as the Directors consider that the Company is not of a size nor
are its affairs of such complexity as to justify the formation of
these Committees at the time of adoption of this Corporate
Governance Charter. Rather, the Board as a whole is able to address
the issues that would otherwise be addressed by such Committees and
is guided by the Charters set out in this document. The Company
will review this position annually and determine whether additional
special purpose Committees need to be established.
Section B - Corporate Governance Committee Charter
B.1 CG Committee Members
As noted in Section A, the Company has not formally established
a Corporate Governance Committee (CG Committee) as the Directors
consider that the Company is not of a size nor are its affairs of
such complexity as to justify the formation of the CG Committee.
Rather, the Board as a whole is able to address these issues and is
guided by the Corporate Governance Committee Charter (the CGC
Charter) set out below. The Board will review this position
annually and determine whether a CG Committee needs to be
established.
B.2 Purpose
(a) The CGC Charter sets out the role, responsibilities, powers,
authority and membership requirements of the CG Committee of the
Company.
(b) Key features of the CGC Charter will be outlined in the
Annual Report. The CGC Charter is available to shareholders of the
Company via the website.
B.3 Definition and Objectives of the CG Committee
(a) The CG Committee is a Committee of the Board and such other
persons appointed by the Board from time to time.
(b) The CG Committee is responsible for:
(1) ensuring performance of members of the Board is reviewed;
(2) reviewing the compliance by the Company with the provisions
of the CGC Charter and more broadly with the Corporate Governance
Charter;
(3) ensuring an appropriate Board and CG Committee structure is
in place so that the Board can perform a proper review
function;
(4) implementing the Diversity Policy and ensuring that the
Company achieves its objectives set out in the Diversity Policy
across all levels in the Company;
(5) assessing the adequacy and quality of information provided
to the Board prior to and during its meetings;
(6) reviewing periodically the Company's Corporate Ethics
Policy, Diversity Policy and Nominee Director Policy and any other
issues related to corporate governance, and recommending any
proposed changes to the Board for approval;
(7) ensuring that the necessary controls are in place for risk management to be maintained;
(8) conducting an annual performance self-evaluation of the CG Committee;
(9) apprising the Board regularly of significant developments in
the course of performing the above duties, including reviewing with
the full Board any issues that arise; and
(10) ensuring, so far as is practicable or required having
regard to the size and complexity of the Company and its
operations, compliance by the Company and the Board with the UK
Corporate Governance Code and such other codes or guidelines to
which the Company may have regard from time to time.
(c) The purposes and provisions specified in this CGC Charter
are meant to serve as guidelines, and the CG Committee is delegated
the authority to adopt such additional procedures and standards as
it deems necessary from time to time to fulfil its
responsibilities. Nothing in this CGC Charter is intended to expand
applicable standards of liability under the Corporations Act, the
CA 2006 or other applicable securities legislation for directors of
a corporation.
B.4 Powers and Authority of the CG Committee
(a) The CG Committee has the ability to direct any special
investigations deemed necessary and to consult independent experts
where considered necessary to carry out its duties and has the
authority to retain persons having special competencies (including,
without limitation, legal or other consultants and experts) to
assist the CG Committee in fulfilling its responsibilities.
(b) The costs of consultations commissioned by the CG Committee
will be borne by the Company.
(c) The CG Committee has been, and shall be, granted by the
Board unrestricted access to all information and all employees have
been, and shall be, directed to cooperate as requested by members
of the CG Committee.
B.5 Reporting
(a) Proceedings of all meetings of the CG Committee are to be
minuted and signed by the Chairperson of the CG Committee and then
circulated to the Board as part of the reports outlined below.
(b) The CG Committee through its Chairperson, is to report to
the Board at the earliest possible Board meeting after each CG
Committee meeting (each report shall constitute a Periodic CG
Report). Each Periodic CG Report shall include, but is not limited
to:
(1) the minutes of the relevant CG Committee meeting and any
formal resolutions put at that meeting;
(2) information about any examination or assessment resolved at
the meeting to be carried out by the CG Committee;
(3) information about the results of any examination or
assessment that has been carried out by the CG Committee but not
yet reported to the Board;
(4) any recommendation of change to procedures implemented by
the Company, the Board or any Committee; and
(5) any matters that in the opinion of the CG Committee should
be brought to the attention of the Board and any recommendations
requiring Board approval and/or action.
(c) In addition to the Periodic CG Reports, the Chairperson of
the CG Committee must submit an annual report to the Board (at the
Board meeting at which the year end financial statements are
approved), summarising the CG Committee's activities during the
year (Annual CG Report). The Annual CG Report shall include, but is
not limited to:
(1) a summary of the CG Committee's main authority, responsibilities and duties;
(2) to the extent requested by the Company, biographical details
of the CG Committee's members, including expertise, appointment
dates and terms of appointment;
(3) details of meetings, including the number of meetings held
during the relevant period and the number of meetings attended by
each member of the CG Committee;
(4) if applicable, an explanation for any departures by the CG
Committee from the UK Corporate Governance Code and such other
codes or guidelines to which the Company may have regard from time
to time;
(5) if applicable, details of any change to the Independent
status of each member during the relevant period; and
(6) details of any determinations made by the CG Committee in satisfying its objectives.
B.6 Application of Standing Rules
The Standing Rules for Committees apply to, and are deemed to be
incorporated into this CGC Charter, save where the Standing Rules
conflict with any of the terms of this CGC Charter.
Section C - Audit & Risk Management Committee Charter
C.1 Committee Members
The Board has established an Audit & Risk Management
Committee (A&R Committee).
The A&R Committee, where practical or otherwise required, is
to consist of the following:
(a) a minimum of three members, of which:
(1) if the Company has three or more non--executive Directors,
only non--executive Directors may constitute the Committee; or
(2) if the Company does not have not three or more
non--executive Directors, the Board may, in addition to two
non-executive Directors, appoint an executive Director to the
Committee;
(b) a majority of Independent Directors; and
(c) an Independent Chairperson.
Each member of the A&R Committee is to be financially
literate and at least one member of the Committee is to have recent
and relevant accounting or related financial management
experience.
As at the date of this Audit & Risk Management Committee
Charter (A&R Charter), the members of the A&R Committee
are:
(a) Brian Moller (as Chairperson);
(d) John Bovard; and
(e) Dr. Robert Weinberg.
The Chief Financial Officer, Company Secretary and
representatives of the auditors are normally expected to attend
meetings of the A&R Committee upon invitation.
C.2 Purpose
(a) The A&R Charter sets out the role, responsibilities,
composition, authority and membership requirements of the A&R
Committee of the Company.
(b) Key features of the A&R Charter will be outlined in the Annual Report.
(c) The A&R Charter is available to shareholders of the Company via the website.
C.3 Definition and Objectives of the Committee
(a) The A&R Committee is a Committee of the Board.
(b) The A&R Committee's primary function is to assist the
Board in discharging its responsibility to exercise due care,
diligence and skill in relation to the Company by:
Audit Related
(1) monitoring the integrity of the financial statements of the
Company and any formal announcements relating to the Company's
financial performance and reviewing significant financial reporting
judgements contained in them prior to their approval by the
Board;
(2) reviewing the Company's internal financial controls;
(3) monitoring and reviewing the effectiveness of the Company's internal audit function;
(4) reviewing the scope and results of both th external and internal audits;
(5) monitoring corporate conduct and business ethics, including
auditor independence and ongoing compliance with laws and
regulations;
(6) maintaining open lines of communication between the Board,
Management and the external auditors, thus enabling information and
points of view to be freely exchanged;
(7) reviewing matters of significance affecting the financial welfare of the Company;
(8) ensuring that systems of accounting and reporting of
financial information to shareholders, regulators and the general
public are adequate;
(9) reviewing the Company's internal financial control system;
(10) considering the appointment, re-appointment, removal,
remuneration and terms of engagement of the external auditor and
making recommendations to the Board in respect of the same;
(11) monitoring and reviewing the external auditor's
independence, objectivity and the effectiveness of the audit
process, taking into consideration relevant professional and
regulatory requirements; and
(12) developing and implementing policy on the engagement of the
external auditor to supply non--audit services, taking into account
relevant ethical guidance regarding the provisions of non-audit
services by the external audit firm and reporting to the Board in
respect of the same.
Risk Related
(13) ensuring the development of an appropriate risk management
policy framework that will provide guidance to Management in
implementing appropriate risk management practices throughout the
Company's operations, practices and systems;
(14) defining and periodically reviewing risk management as it
applies to the Company and clearly identify all stakeholders;
(15) ensuring the A&R Committee clearly communicates the
Company's risk management philosophy, policies and strategies to
Directors, Management, employees, contractors and appropriate
stakeholders;
(16) ensuring that Directors and Management establish a risk
aware culture which reflects the Company's risk policies and
philosophies;
(17) reviewing methods of identifying broad areas of risk and
setting parameters or guidelines for business risk reviews;
(18) reviewing the Company's internal control and risk
management systems and making informed decisions in respect of the
same;
(19) considering capital raising, treasury and market trading
activities with particular emphasis on risk treatment strategies,
products and levels of authorities; and
(20) implementing and reviewing arrangements by which Directors,
Management, employees and contractors may, in confidence, raise
concerns about possible improprieties in matters of financial
reporting or other matters.
C.4 Reporting
(a) Proceedings of all meetings of the A&R Committee are to
be minuted and signed by the Chairperson of the A&R Committee
and then circulated to the Board as part of the reports outlined
below.
(b) The A&R Committee, through its Chairperson, is to report
to the Board at the earliest possible Board meeting after each
A&R Committee meeting (each report shall constitute a Periodic
A&R Report). Each Periodic A&R Report shall include, but is
not limited to:
(1) the minutes of the relevant A&R Committee meeting and
any formal resolutions put at that meeting;
(2) if applicable, information about the audit process including
the results of any internal and external audits;
(3) if applicable, procedures for the selection and appointment
of the external auditor and for the rotation of external audit
partners;
(4) if applicable, recommendations for the appointment or removal of an auditor;
(5) any determination by the Committee relating to the
independence of the external auditor and whether the Committee is
satisfied that independence of this function has been maintained
having regard to the provision of non--audit services;
(6) an assessment of the performance and objectivity of the internal audit function;
(7) results of its review of risk management and internal compliance and control systems; and
(8) any matters that in the opinion of the Committee should be
brought to the attention of the Board and any recommendations
requiring Board approval and/or action.
(c) In addition to the Periodic A&R Reports, the Chairperson
of the Committee must submit an annual report to the Board (at the
Board meeting at which the year end financial statements are
approved), summarising the Committee's activities during the year
(Annual A&R Report). The Annual A&R Report (and where
appropriate, any interim report) shall include, but is not limited
to:
(1) a summary of the A&R Committee's main authority, responsibilities and duties;
(2) to the extent requested by the Company, biographical details
of the Committee's members, including expertise, appointment dates
and terms of appointment;
(3) member and related party dealings with the Company;
(4) details of meetings, including the number of meetings held
during the relevant period and the number of meetings attended by
each member of the A&R Committee;
(5) if applicable, an explanation for any departures by the
A&R Committee from the UK Corporate Governance Code and such
other codes or guidelines to which the Company may have regard from
time to time;
(6) if applicable, details of any change to the Independent
status of each member during the relevant period; and
(7) details of any determination by the A&R Committee
regarding the external auditor's independence.
C.5 Risk Management Policies
The A&R Committee will ensure that the necessary controls
are in place for risk management policies to be maintained by:
(a) devising a means of analysing the effectiveness of risk
management and internal compliance and control system and of the
effectiveness of their implementation; and
(b) reviewing, at least annually, the effectiveness of the
Company's implementation of the risk management system.
C.6 Attendance at Meetings
(a) Other Directors (executive and non--executive) have a right
of attendance at meetings of the A&R Committee. However, no
Director is entitled to attend that part of a meeting at which an
act or omission of that Director or a contract, arrangement or
undertaking involving or potentially involving that Director or a
related party of that Director (Interested Director) is being
investigated or discussed.
(b) Notwithstanding clause C.6(a), if in the opinion of the
A&R Committee, their investigation or discussion will be
assisted by hearing from the Interested Director, the A&R
Committee may invite that Interested Director to address the
A&R Committee. The A&R Committee will give fair
consideration to that address. The Interested Director will not,
however, be invited to take part in the deliberations following
that address.
C.7 Access
(a) The A&R Committee shall have unlimited access to the
external and internal auditors, and to senior Management of the
Company and any subsidiary. The A&R Committee shall also have
the ability and authority to seek any information it requires to
carry out its duties from any officer or employee of the Company
and such officers or employees shall be instructed by the Board to
cooperate fully in provision of such information.
(b) The A&R Committee also has the authority to consult
independent experts where they consider it necessary to carry out
their duties. Any costs incurred as a result of the A&R
Committee consulting an independent expert will be borne by the
Company.
C.8 Application of Standing Rules
The Standing Rules for Committees apply to, and are deemed to be
incorporated into this A&R Charter, save where the Standing
Rules conflict with any of the terms in this A&R Charter.
Section D - Remuneration Committee Charter
D.1 Committee Members
The Company has established a remuneration committee
(Remuneration Committee).
As at the date of this Remuneration Committee Charter (the
Remuneration Charter), the members of the Remuneration Committee
are:
(b) John Bovard (as Chairperson);
(a) Nicholas Mather;
(b) Dr Robert Weinberg; and
(c) Brian Moller.
D.2 Purpose
(a) The Remuneration Charter sets out the role,
responsibilities, composition, authority and membership
requirements of the Remuneration Committee of the Company.
(b) Key features of the Remuneration Charter will be outlined in
the Annual Report. The Remuneration Charter is available to
shareholders via the website.
D.3 Definition and Objectives of the Remuneration Committee
(a) The Remuneration Committee is a Committee of the Board
which, where practical or otherwise required, shall be comprised
of:
(1) a minimum of three members;
(2) all, if not most, Independent non-executive Directors;
(3) an Independent Chairperson; and
(4) other persons appointed by the Board from time to time.
(b) The Remuneration Committee is responsible for reviewing the
remuneration policies and practices of the Company and making
recommendations to the Board in relation to:
(1) executive remuneration and executive incentive plans, including without limitation:
(A) the pension, superannuation rights and compensation payments
and any amendments to such policy proposed from time to time by
Management;
(B) the on-going appropriateness and relevance of the executive
remuneration policy and other executive benefit programs;
(C) consideration of whether to seek shareholder approval for
any aspect of the executive remuneration or executive remuneration
policy;
(D) the implementation of the executive remuneration policy;
(E) the total proposed payments from each executive incentive plan; and
(F) the preparation of a report so as to enable the Board to
report annually to shareholders on matters relating to executive
remuneration as is required by law;
(2) the remuneration packages for Management (including the
Chief Executive Officer) and the Managing Director (if any),
including without limitation:
(A) the entire specific remuneration for each individual
(including fixed pay, incentive payments, equity awards, retirement
rights, service contracts) having regard to the executive
remuneration policy; and
(B) consideration of whether to seek shareholder approval for
any aspect of each specific remuneration package or the
remuneration policy generally;
(3) non-executive Director remuneration, including without
limitation ensuring that the fees for non-executive Directors are
within the aggregate amount approved by shareholders or the Board
(as the case may be) and do not exceed the amount set out in the
Articles (if applicable);
(4) the Company's recruitment, retention and termination
policies and procedures for senior Management;
(5) remuneration by gender;
(6) incentive plans and share allocation schemes, including without limitation:
(A) to review and approve the design of all equity based plans;
(B) to keep all plans under review in light of legislative, regulatory and market developments;
(C) to determine each year whether awards will be made under each equity based plan;
(D) to ensure that the equity based executive remuneration is
made in accordance with the thresholds set in plans approved by
shareholders;
(E) to review total proposed awards under each plan;
(F) in addition to considering awards to Executive Directors and
direct reports to the Managing Director and/or Chief Executive
Officer, review and approve proposed awards under each plan on an
individual basis for executives as required under the rules
governing each plan or as determined by the Remuneration Committee;
and
(G) to review, approve and keep under review performance hurdles for each equity based plan;
(7) superannuation arrangements; and
(8) remuneration of members of other Committees of the Board (if applicable).
D.4 Remuneration Policies
(a) The Committee should design the remuneration policy in such a way that it:
(1) attracts, retains and motivates appropriately qualified and skilled corporate officers;
(2) motivates Directors and Management to pursue the long-term
growth and success of the Company within an appropriate control
framework; and
(3) demonstrates a clear relationship between key executive performance and remuneration.
(b) In performing its role, the Remuneration Committee is required to ensure that:
(1) the remuneration offered is in accordance with prevailing
market conditions, and that exceptional circumstances are taken
into consideration;
(2) contract provisions reflect market practice; and
(3) targets and incentives are based on realistic performance criteria.
(c) The Committee will also:
(1) overview the application of sound remuneration and
employment practices across the Company;
(2) ensure the Company complies with legislative requirements
related to employment practices; and
(3) have regard to the UK Corporate Governance Code and such
other codes or guidelines to which the Company may have regard from
time to time.
D.5 Approval
(a) The Committee must approve the following prior to implementation:
(1) changes to the remuneration or contract terms of Executive
Directors and direct reports to the Managing Director or Chief
Executive Officer;
(2) the design of new, or amendments to current, equity plans or
executive cash-based incentive plans;
(3) the total level of award proposed from equity plans or
executive cash-based incentive plans; and
(4) termination payments to Executive Directors, direct reports
to the Managing Director and/or Chief Executive Officer, including
consideration of early termination and any other termination
payment made to a member of senior Management.
D.6 Reporting
(a) Proceedings of all meetings of the Remuneration Committee
are to be minuted and signed by the Chairperson of the Remuneration
Committee, and then circulated to the Board as part of the reports
outlined below.
(b) The Remuneration Committee, through its Chairperson, is to
report to the Board at the earliest possible Board meeting after
each Remuneration Committee meeting (each report shall constitute a
Periodic
Remuneration Report). Each Periodic Remuneration Report shall include, but is not limited to:
(1) the minutes of the relevant Remuneration Committee meeting
and any formal resolutions put at that meeting;
(2) information about any review process undertaken, or resolved
at the relevant meeting to be undertaken, by the Remuneration
Committee; and
(3) any matter that in the opinion of the Remuneration Committee
should be brought to the attention of the Board and any
recommendation requiring Board approval and/or action.
(c) In addition to the Periodic Remuneration Report, the
Chairperson of the Remuneration Committee must submit an annual
report to the Board (at the Board meeting at which the year end
financial statements are approved) summarising the Remuneration
Committee's activities during the year (Annual Remuneration
Report). The report (and where appropriate, any interim report)
must include:
(1) a summary of the Remuneration Committee's main authority, responsibilities and duties;
(2) to the extent requested by the Company, biographical details
of the Remuneration Committee's members, including expertise,
appointment dates and terms of appointment;
(3) details of meetings, including the number of meetings held
during the relevant period and the number of meetings attended by
each member of the Remuneration Committee;
(4) if applicable, an explanation for any departure by the
Remuneration Committee from the UK Corporate Governance Code and
such other codes or guidelines to which the Company may have regard
from time to time;
(5) if applicable, details of any change to the Independent
status of each member during the relevant period;
(6) an assessment of:
(A) executive remuneration and incentive plans;
(B) remuneration packages for senior Management, Directors and
the Managing Director and/or Chief Executive Officer (if any);
(C) remuneration by gender (either independently, or in
conjunction with the Nominations Committee);
(D) the Company's recruitment and retention and termination
policies and procedures for senior Management;
(E) incentive plans and share allocation schemes;
(F) superannuation arrangements;
(G) remuneration of members of other Committees of the Board (if applicable);
(7) recommendations for setting remuneration levels for senior
Management, Directors, the Managing Director and Chief Executive
Officer (if any); and
(8) at least annually, a review of the formal written
Remuneration Charter and its continuing adequacy, and an evaluation
of the extent to which the Remuneration Committee has met the
requirements of the Remuneration Charter.
D.7 Meetings
(a) Despite the Standing Rules, there is no requirement that the
Remuneration Committee meet a set number of times or intervals
during a year. Rather, the Remuneration Committee will meet at such
intervals as required to fulfil its obligations.
(b) In addition, the Chairperson is required to call a meeting
of the Remuneration Committee if requested to do so by any
Remuneration Committee member, the internal or external auditors,
the Chairperson of the Board or any other Board member.
(c) The Remuneration Committee shall have access to employees of
the Company and appropriate external advisers. The Remuneration
Committee may meet with these external advisers without Management
being present.
(d) The Remuneration Committee may also seek input from
individuals on remuneration policies but no individual should be
directly involved in deciding his/her remuneration.
D.8 Attendance at Meetings
Other Directors (executive and non-executive) have a right of
attendance at meetings of the Remuneration Committee.
However, no Director is entitled to attend that part of a
meeting at which the remuneration of that Director or a related
party of that Director is being discussed.
D.9 Application of Standing Rules
The Standing Rules for Committees apply to, and are deemed to be
incorporated into this Remuneration Charter, save where the
Standing Rules conflict with any of the terms in this Remuneration
Charter.
Section E - Nominations Committee Charter
E.1 Committee Members
As noted above, the Company has not formally established a
nominations committee (Nominations Committee) as the Directors
consider that the Company is not of a size nor are its affairs of
such complexity as to justify the formation of a Nominations
Committee. Rather, the Board as a whole is able to address these
issues and is guided by the Nomination Committee Charter
(Nominations Charter) set out below. The Company will review this
position annually and determine whether a Nominations Committee
needs to be established.
E.2 Purpose
(a) The Nominations Charter sets out the role, responsibilities,
powers, authority and membership requirements of the Nominations
Committee of the Company.
(b) Key features of the Nominations Charter will be outlined in
the Annual Report. The Charter is available to shareholders of the
Company via the website.
E.3 Definition and Objectives of the Committee
(a) The Nominations Committee is a Committee of the Board which
shall, where practical or otherwise required, be comprised of:
(1) a minimum of three members;
(2) all, if not most, Independent non-executive Directors;
(3) an Independent Chairperson; and
(4) other persons appointed by the Board from time to time.
(b) The Nominations Committee is responsible for assisting the
Board in relation to the appointment of members to the Board and of
Management (including, without limitation, the Chief Executive
Officer, Chief Financial Officer and Chief Operating Officer (to
the extent that the Company has or requires such positions)), and
for the review of the performance of such persons.
(c) The Committee shall discharge its responsibility by:
(1) developing criteria for seeking and reviewing candidates for
a position on the Board, including by implementing processes to
assess the necessary and desirable skill sets of the Board members
including experience, expertise, skills and performance of the
Board and the Committees;
(2) identifying suitable candidates for appointment to the Board
or senior Management positions from diverse backgrounds;
(3) reviewing appropriate applications for positions of the
Board and recommending individuals for consideration by the
Board;
(4) recommending procedures, including but not limited to
strategies to address board Diversity and increasing the proportion
of women in the Company, for adoption by the Board for the proper
oversight of the Board and senior Management;
(5) ensuring that such procedures, once adopted, are implemented
such that the performance of each member of the Board and of senior
Management is reviewed and assessed each year in accordance with
the procedures; and
(6) annually reviewing the composition of each Committee and
presenting recommendations for Committee memberships to the
Board.
(d) Membership of the Nominations Committee will be disclosed in the Annual Report.
E.4 Reporting
(a) Proceedings of all meetings of the Nominations Committee are
to be minuted and signed by the Chairperson of the Nominations
Committee, and then circulated to the Board as part of the reports
outlined below.
(b) The Nominations Committee, through its Chairperson, is to
report to the Board at the earliest possible Board Meeting after
each Nominations Committee meeting (each report shall constitute a
Periodic Nominations Report). Each Periodic Nominations Report
shall include, but is not limited to:
(1) the minutes of the relevant Nominations Committee meeting
and any formal resolutions put at that meeting;
(2) procedures for, and factors taken into account in, the
selection and appointment of proposed Board and senior Management
representatives and for the monitoring of the performance of Board
and senior Management, including whether the Company has developed
any board skills matrix to identify any 'gap' in the skills and
experience of the Board and whether any professional intermediaries
were used to identify and/or assess candidates;
(3) the steps taken to ensure that a diverse range of candidates is considered;
(4) any determinations by the Nominations Committee relating to
the Independence of a proposed Board member;
(5) where applicable:
(A) recommendations for the appointment or removal of a Board
member or member of senior Management;
(B) recommendations for the re-election of a Board member; and
(C) assessments of the performance of any Board member or member of senior Management; and
(6) any matters that in the opinion of the Committee should be
brought to the attention of the Board and any recommendations
requiring Board approval and/or action.
(c) In addition to the Periodic Nominations Report, the
Chairperson of the Nominations Committee must submit an annual
report to the Board (at the Board meeting at which the year end
financial statements are approved) summarising the Nominations
Committee's activities during the year (Annual Nominations Report).
The Annual Nominations Report (and where appropriate, any interim
report) must include:
(1) a summary of the Nominations Committee's main authority, responsibilities and duties;
(2) details of the mix of skills and Diversity for which the
Board is looking to achieve in membership of the Board;
(3) to the extent requested by the Company, biographical details
of the Nominations Committee's members, including expertise,
appointment dates and terms of appointment;
(4) details of meetings, including the number of meetings held
during the relevant period and the number of meetings attended by
each member;
(5) if applicable, an explanation for any departures by the
Nominations Committee from the UK Corporate Governance Code and
such other codes or guidelines to which the Company may have regard
from time to time;
(6) details of the policies introduced (whether independently,
or in conjunction with the Remuneration Committee) to address board
and employee Diversity, including but not limited to strategies to
increase the proportion of women at all levels of the Company;
(7) the measurable objectives that are, or will be, set by the
board to achieve gender diversity in accordance with the Diversity
Policy and progress towards achieving them;
(8) details of the proportion of women employees in the whole
organisation, women in senior executive positions and women on the
Board;
(9) if applicable, details of any change to the Independent
status of each member during the relevant period; and
(10) details of any determination or recommendations made by the
Nominations Committee in performing its functions under Section
E.3.
E.5 Attendance at Meetings
(a) Other Directors (executive and non-executive) have a right
of attendance at meetings of the Nominations Committee. However, no
Director is entitled to attend that part of a meeting at which an
act or omission of that Director or a contract, arrangement or
undertaking involving or potentially involving that Director or a
related party of that Director (Interested Director) is being
investigated or discussed.
(b) Notwithstanding Section E.5(a) above, if in the opinion of
the Committee, their investigation or discussion will be assisted
by hearing from the Interested Director, the Nominations Committee
may invite that Director to address the Nominations Committee. The
Nominations Committee will give fair consideration to that address.
The Interested Director will not, however, be invited to take part
in the deliberations following that address.
E.6 Access
(a) The Nominations Committee shall have unlimited access to the
external and internal auditors, and to senior Management of the
Company and any subsidiary. The Committee shall also have the
ability and authority to seek any information it requires to carry
out its duties from any officer or employee of the Company and such
officers or employees shall be instructed by the Board to
co--operate fully in provision of such information.
(b) The Committee also has the authority to consult independent
experts where they consider it necessary to carry out their duties.
Any costs incurred as a result of the Nominations Committee
consulting an independent expert will be borne by the Company.
E.7 Application of Standing Rules
The Standing Rules for Committees apply to, and are deemed to be
incorporated into this Nominations Charter, save where the Standing
Rules conflict with any of the terms in this Nominations
Charter.
Section F - Standing Rules of Committees
F.1 Application
These Standing Rules apply to, and are deemed to be incorporated
into the Charter of each Committee, except where the terms of these
Standing Rules conflict with those of the relevant Charter (in
which case, the relevant provision of the relevant Charter will
apply).
F.2 Composition
(a) The composition of each Committee will be determined in
accordance with the following principles:
(1) each Committee will aim to have membership which comprises
only non--executive Directors, save where the Board considers that
to do so for a particular Committee or Committees would be
impractical, unnecessary or undesirable;
(2) each Committee will aim to have a majority of Independent
Directors (where appropriate, given the size and complexity of the
Company);
(3) where practicable or otherwise required, the Chairperson of
the Committee shall be Independent; and
(4) each Committee shall comprise of a minimum of three members.
(b) Membership of each Committee will be disclosed in the Annual Report of the Company.
(c) Committee members are appointed by the Board.
(d) The term of appointment as a member is for a period of no
more than one year, with Committee members generally being eligible
for re-appointments for so long as they remain Directors of the
Board. The effect of ceasing to be a Director of the Board is the
automatic termination of appointment as a member of each relevant
Committee.
(e) Membership of each Committee should be confirmed annually by the Board.
(f) Each Director may attend meetings, but will have no voting
rights unless he/she is a member of the relevant Committee.
F.3 Chairperson
(a) The Chairperson of each Committee is selected by the Board.
(b) Should the Chairperson be absent from a meeting and no
acting Chairperson been appointed by the Board, the members of the
relevant Committee present at the meeting have authority to choose
one of their number to be Chairperson for that particular
meeting.
F.4 Meetings
(a) Each Committee will meet at such intervals as required to
fulfil its obligations but must be at least three (3) times
annually.
(b) In addition, the Chairperson is required to call a meeting
of each Committee if requested to do so by any Committee member,
the external auditors, the internal auditors, the Chairperson of
the Board or any other Board member.
(c) The Chairperson will appoint an executive to act as
Secretary to each relevant Committee who shall be responsible:
(1) in conjunction with the Chairperson, for drawing up the
agenda, supported by explanatory documentation, and circulating it
to the relevant Committee members prior to each meeting; and
(2) for keeping the minutes of meeting of each Committee and
circulating them to Committee members and to the other members of
the Board.
(d) A quorum shall consist of two members.
(e) The Chairperson shall report to the Board following each meeting.
F.5 Fees
Committee members are entitled to receive remuneration as may be
determined from time to time by the Remuneration Committee.
F.6 Review of Charter
(a) Each Charter is to be reviewed annually by each relevant
Committee to ensure it remains consistent with the Committee's
authority, objectives and responsibilities.
(b) Significant changes to the Charter must be recommended by
the relevant Committee and approved by the Board.
F.7 Duties and Responsibilities
(a) The duties and responsibilities of a member of each
Committee are in addition to those duties set out for a Director of
the Board.
(b) The duties and responsibilities of a member of each
Committee are set out in each Charter.
Section G - Corporate Ethics Policy
G.1 Introduction
Directors of the Company are subject to certain legal
requirements regulating their conduct both in terms of their
internal conduct as Directors and in their external dealings with
third parties both on their own behalf and on behalf of the
Company.
To assist directors in discharging their duty to the Company and
in compliance with relevant laws to which they are subject, the
Company has adopted the following Corporate Ethics Policy
(Policy).
G.2 Directors' Duties
Each Director of the Company is required to comply strictly with
their legal, statutory and equitable duties as an officer of the
Company. These duties include, amongst other matters, the
following:
(a) Duty to act within powers
Each Director must act in accordance with the Company's
Articles, and only exercise powers for their proper purpose.
(b) Duty to promote the success of the Company
Each Director must act in the way that they consider, in good
faith, would be most likely to promote the success of the Company
for the benefit of its members as a whole.
When considering what is most likely to promote the success of
the Company, Directors must have regard to:
(1) the likely consequences of any decision in the long term;
(2) the interests of the Company's employees;
(3) the need to foster the Company's business relationships with
suppliers, customers and others;
(4) the impact of the Company's operations on the community and the environment;
(5) the desirability of the Company maintaining a reputation for
high standards of business conduct; and
(6) the need to act fairly as between the members of the Company.
(c) Duty to exercise independent judgement
Each Director must exercise their independent judgement and make
their own decisions.
(d) Duty to exercise reasonable care, skill and diligence
Each Director must exercise the care, skill and diligence which
would be exercised by a reasonably diligent person with both:
(1) the general knowledge, skill and experience that may
reasonably be expected of a person carrying out the functions
carried out by each Director in relation to the Company (the
"objective" test); and
(2) the general knowledge, skill and experience that each
Director actually has (the "subjective" test).
Accordingly, a Director must display the knowledge, skill and
experience set out in the objective test, but where a Director has
specialist knowledge, the higher subjective standard must be met.
In applying the test, regard must be had to the functions of the
particular Director, including their specific responsibilities and
the circumstances of the Company.
(e) Duty to avoid conflicts of interest
Each Director must avoid situations in which a direct or
indirect interest of that Director conflicts with, or may conflict
with, the Company's interests. This applies in particular to the
exploitation of property, information or opportunity (whether or
not the Company could take advantage of the property, information
or opportunity). Directors should be aware that a conflict of
interest may arise in circumstances where a Director has no obvious
personal or financial interest at stake.
A non-exhaustive list of situations in which a conflict of
interest may potentially arise is set out below:
(1) where a Director holds multiple directorships (for example,
a Director who is a member of the board of several companies may
find themselves in a position of conflict if the interests of two
or more of those companies conflict, such that they cannot properly
fulfil the duties owed to either of them. This may be because the
Director holds information about one company, in respect of which
they owe a duty of confidentiality to that company, but which it
would be in the best interests of another company of which they are
also a director to disclose);
(2) where a Director is a major shareholder of the Company;
(3) where a Director represents a major shareholder of the Company
(4) where a Director has a personal interest in a matter
directly or indirectly related to the Company;
(5) where a Director also holds a professional advisory position
in respect of the Company; and
(6) where a Director has a conflict of interest through a Connected Person.
Directors should avoid conflicts of interest where possible. It
is important that any actual, perceived or potential conflict of
interest is promptly identified and disclosed so that the Board may
acknowledge the conflict and deal with it in the most appropriate
manner.
Where a conflict of interest arises, a Director should have
regard to the Articles, in particular, the procedure for reporting
and the management of conflicts outlined in Article 24.
(f) Duty to not accept benefits from third parties
Directors must not accept any benefit (including a bribe) from a
third party which is conferred because of their being a Director or
their doing or not doing anything as a Director. This duty is not
infringed if the acceptance of the benefit cannot reasonably be
regarded as likely to give rise to a conflict of interest.
(g) Duty to declare interests in proposed transactions or arrangements
Directors must declare to the other directors the nature and
extent of any interest, direct or indirect in a proposed
transaction or arrangement with the Company. The Director need not
be a party to the transaction for the duty to apply. An interest of
another person in a contract with the Company may require the
Director to make a disclosure under this duty, if the other
person's interest amounts to a direct or indirect interest on the
part of the Director.
G.3 Dealing in Company securities
(a) The Company has established a securities trading policy that
covers such matters as insider trading/dealing, market abuse and
dealing generally in the Company's securities (the Company Dealing
Code). The relevant laws relating to insider trading/dealing,
market abuse and dealing generally in the Company's securities can
give rise to both criminal and civil liability. For example, the
relevant insider trading/dealing laws can give rise to liability
for not only the person that acts on the inside information but
also the person who provides the inside information.
(b) Having regard to G.3.(a)Error! Reference source not found.:
(1) each Director must not, whilst they are in possession of any
inside information in relation to the Company, do anything which
would constitute a breach of the relevant laws relating to insider
trading/dealing, market abuse and dealing generally;
(2) each Director must comply with the Company Dealing Code; and
(3) each Director must comply with any AIM Rules and/or Exchange
Rules which may be applicable from time to time, in relation to
dealing and disclosure of any dealings, in the Company's
securities.
G.4 Confidentiality
(a) Each Director owes a fundamental duty of confidentiality to
the Company, and must use or disclose the Company's confidential
information only for the benefit of the Company.
(b) Directors must not pass, provide or otherwise disclose
confidential information to any person who does not have a right to
know such information, or who may use such information for personal
gain or benefit, or otherwise to the detriment of the Company.
Section H - Diversity Policy
H.1 General Purpose and Principle
(a) The Company respects and values the competitive advantage of
diversity (which includes but is not limited to gender, age,
ethnicity and cultural background), and the benefit of its
integration throughout the Company in order to enrich the Company's
perspective, improve corporate performance, increase shareholder
value and maximise the probability of achievement of the Company's
goals (the Principle).
(b) In furtherance of the Company's commitment to the Principle,
the Board acknowledges the UK Corporate Governance Code and such
other codes or guidelines to which the Company may have regard from
time to time. However, having regard to the size, scale, complexity
and nature of its operations and projects, the Board does not
presently believe the Company to be of sufficient size or
complexity to warrant the implementation of formalized diversity
practices. Rather, once the Board considers the Company to be of
sufficient size or complexity, the Company will formally:
(1) put the Principle into practice in the following manner:
(A) strategically and operationally, by:
(i) being attuned to diverse strategies to deliver the Company's
objectives with respect to diversity;
(ii) being attuned to diverse corporate, business and market opportunities; and
(iii) being attuned to diverse tactics and means to achieve
those strategies in (i) and to take advantage of those
opportunities in (ii) above.
(B) through Management, by:
(i) adding to, nurturing and developing the collective relevant
skills, and diverse experience and attributes of personnel within
the Company;
(ii) ensuring that the Company's culture and management systems
are aligned with and promote the attainment of the Principle;
(2) develop strategies, initiatives and programs to promote the
Principle, including the achievement of gender diversity with
respect to the matters referred to in Section H.1(b)(1);
(3) set measurable objectives, and targets or key performance
indicators (KPIs), for the strategies, initiatives and programs to
achieve gender diversity with respect to the matters referred to in
Section H.1(b)(1);
(4) implement the strategies, initiatives, programs and
measurable objectives referred to in paragraphs (2) and (3);
and
(5) through Management, monitor, review and report to the Board
(including via the Remuneration Committee and Nominations
Committee) on the achievement of gender diversity with respect to
the matters referred to in paragraph H.1(b)(1), the Company's
progress under this Policy.
H.2 Measurable Objectives, Targets and Key Performance Indicators - Gender Diversity
(a) With respect to gender diversity, once the Board considers
the Company to be of sufficient size or complexity, Management
will:
(1) develop, for approval by the Board or its relevant sub-committee, as appropriate:
(A) measurable objectives concerning the strategies, initiatives
and programs referred to in paragraph H.1(b)(2);
(B) targets or KPIs to verify progress towards attainment of those measurable objectives;
(2) measure performance against those targets and KPIs; and
(3) report from time to time on the progress of the matters referred to in (1) and (2) above.
H.3 Compliance Requirements
Once the Board considers the Company to be of sufficient size or
complexity, the Company will meet its obligations with respect to
the issue of diversity, as may be required under the UK Corporate
Governance Code and other regulatory requirements (if any).
H.4 Communication
(a) The Company commits to the communication of this Policy
within the Company and to its shareholders and the market,
including via its website:
(1) by way of transparency and accountability; and
(2) to better promote the prospects of attainment of the Principle.
H.5 Accountability
(a) Reporting and accountability in the terms of this Policy
will be a periodic item on the Board agenda.
(b) At least annually the Nominations Committee and Remuneration
Committee will report to the Board on progress towards attainment
of the Principle, and otherwise to facilitate the Board in meeting
any applicable compliance requirements.
H.6 Addenda to this Policy
The following shall constitute addenda to this Policy (as they
are adopted by the Board from time to time) as if set out in this
Policy:
(a) approved strategies, initiatives and programs and measurable
objectives referred to in paragraph H.1(b)(2); and
(b) approved measurable objectives, targets and KPIs referred to
in paragraph H.1(b)(3) as may apply from time to time.
H.7 Overriding Caveat
(a) Nothing in this Policy shall be interpreted so as to endorse
any of the following matters:
(1) the principal criteria for selection and promotion of people
to work within the Company being other than their overall relative
prospect of adding value to the Company and enhancing the
probability of achievement of the Company's objectives, taking into
account matters such as the nature of the industry in which the
Company operates;
(2) any discriminatory behaviour by or within the Company
contrary to the law, or any applicable codes of conduct or
behaviour for the Company and its personnel; and
(3) any existing person within the Company in any way feeling
threatened or prejudiced by this Policy in their career development
or otherwise, merely because their diversity attributes at any time
may be more, rather than less, common with others.
Section I - Nominee Director Policy
I.1 General Purpose
(a) This Nominee Director Policy (Policy) sets out the
principles to be followed by the Board, those Directors that are
nominated by a shareholder (each a Nominee) and the nominating
shareholders (each a Nominating Shareholder).
(b) The objective of the Policy is to ensure that all parties
operate in a transparent manner and to outline the principles that
will assist with the management of risks associated with sharing
confidential information and actual, potential and perceived
conflicts of interest.
(c) For the avoidance of any doubt, this Policy:
(1) governs arrangements between the Company, on the one hand,
and each Nominating Shareholder and its Nominee, on the other hand.
It does not operate as an agreement, arrangement or understanding
between any Nominating Shareholder (or its Nominee) and any other
Nominating Shareholder (or its Nominee); and
(2) does not restrict, amongst other matters, a Nominating
Shareholder from exercising at its absolute discretion a right to
vote at a general meeting of the Company or acquiring or disposing
of any securities in the Company.
I.2 Compliance with this Policy
(a) Each Nominee and its Nominating Shareholder must, prior to
the Nominee's appointment as a Director (unless such Nominee was
appointed as a Director before the operation of this Policy, in
which case, on or prior to the operation of this Policy), provide
to the Company a written confirmation that the Nominee and its
Nominating Shareholder will comply with their respective
obligations under this Policy.
(b) Each Nominee and its Nominating Shareholder must comply with
all of the restrictions and obligations under this Policy and the
Nominee must not communicate any information concerning the affairs
of the Company Group which the Nominee has received in their
capacity as a Director of the Company to their Nominating
Shareholder or any Affiliate of their Nominating Shareholder,
except:
(1) where the Chairperson has consented to that disclosure under
clause I.4(b) (which information is to be held on the terms of this
Policy); or
(2) where paragraphs (A), (B) or (C) of the definition of
"Confidential Information" are satisfied.
(c) If a Nominating Shareholder or its Nominee, in the opinion
of the Chairperson (acting reasonably), fails to comply with this
Policy in any material respect and such failure is not ceased or
remedied within 5 Business Days after receiving written notice from
the Company (including, where the Chairperson determines that the
failure is personal to the Nominee, by the resignation of the
Nominee and to the extent permitted under any relevant agreement,
the nomination of a replacement Director by the relevant Nominating
Shareholder), or fails to comply with this Policy where such
failure is a Serious Breach of this Policy, then the Chairperson
may make any one or more of the following determinations (acting
reasonably):
(1) that the Nominating Shareholder must cause and procure its
Nominee to retire immediately from the Board;
(2) that information made available to the Directors (including
Board papers), will not be made available to the Nominating
Shareholder's Nominee for such time, or on such conditions, as the
Chairperson considers appropriate in the relevant circumstances;
or
(3) such other determination as the Chairperson (acting
reasonably) considers is appropriate in the relevant
circumstances.
I.3 Principles for Nominees
(a) In the interests of proper corporate governance, the flow of
certain types of information between the Company, Nominees and
Nominating Shareholders should be restricted. This is to manage
certain actual, potential or perceived conflicts of interest that
may arise between the duties and obligations which a Nominee owes
to the Company and to their Nominating Shareholder.
(b) In the interests of best practice corporate governance, a Nominee must not:
(1) request, and must not be given, Confidential Information to
the extent relating to matters where there is an actual, potential
or perceived risk of conflict of interest between the Nominee's
duties to the Nominating Shareholder and the Company (Excluded
Information) which should not be provided to a Nominee, as
determined by the Chairperson (acting reasonably) from time to
time;
(2) be present during discussions, or vote on any resolution, to
the extent relating to Excluded Information (each discussion or
vote being an Excluded Deliberation in respect of that Nominee);
and
(3) be appointed to any other position within, or by, the
Company Group which would result in the Excluded Information being
made available to that Nominee.
(c) Where the Board holds any Excluded Deliberations, it does so
as an ad hoc committee of the Board.
(d) If the Chairperson determines that information is Excluded
Information under clause I.3(b):
(1) the Chairperson will give prior notification to the Nominee,
to the extent possible without disclosing Excluded Information, in
general terms of the reasons why the Chairperson considers it
should be Excluded Information and as much information as possible
concerning the content and the nature of the Excluded Information
as is possible without disclosing Excluded Information; and
(2) if the Nominee or Nominating Shareholder notifies the
Chairperson or Board that it disagrees with the Chairperson's
determination under clause I.3(b) (the date on which such
notification is made being the Notification Date), a Board
committee comprising all of the Company's Directors (but excluding
the Chairperson, the relevant Nominee and any Director who has also
been excluded from the relevant information or deliberation) must
review the Chairperson's decision within 10 Business Days (or such
other period determined by that Board committee acting reasonably)
after the Notification Date, and the Chairperson and Nominee or
Nominating Shareholder will be entitled to present their case to
the Board committee. The Board committee will either confirm or
overturn the Chairperson's decision and the Board committee's
decision will be final.
(e) The Nominee may also request to be excluded from
deliberations on a particular matter. Such deliberations will be
taken to be Excluded Deliberations until the Nominee requests to be
included in deliberations again.
(f) The Company and the Chairperson must proactively assess
whether any deliberations may involve a conflict of interest and
use reasonable endeavours to provide the Nominee with the
opportunity to be excluded under clause I.3(e). In providing the
Nominee with this opportunity, the Company must not disclose more
information than is necessary for the Nominee to assess whether the
Nominee should exclude themselves from deliberations.
(g) If the Chairperson makes a determination under clause
I.3(b), the Chairperson must (acting reasonably, and to the extent
appropriate) keep the Nominee informed in general terms of the
progress and status of the Excluded Deliberations.
(h) Notwithstanding anything else in this Policy, at any time, a
Nominee may request and must be given any information of the
Company or its Affiliates which is not Excluded Information that a
director is entitled to at law.
I.4 Provision of information to Nominating Shareholder by Nominee
(a) A Nominee must keep all Confidential Information strictly
confidential and not disclose or use any such Confidential
Information except as permitted by law and this Policy.
(b) A Nominee must not communicate any Confidential Information
to its Nominating Shareholder or, for the avoidance of any doubt,
any other person (for example, any Affiliate of its Nominating
Shareholder), except where the Chairperson has consented to such
communication.
I.5 Nominating Shareholder principles - Confidential Information
(a) In certain limited circumstances, a Nominating Shareholder
may receive information from its Nominee that is Confidential
Information (but, for the avoidance of any doubt, will not receive
Excluded Information). Nominating Shareholders must keep all
Confidential Information strictly confidential and not disclose or
use any Confidential Information except as is otherwise permitted
by this Policy or by law.
(b) A Nominating Shareholder must:
(1) not, and must procure that its Affiliates, directors,
officers or employees do not, improperly use any of the Company's
Confidential Information to:
(A) gain advantage for itself or any other person; or
(B) cause detriment to the Company or the Company Group; and
(2) keep all Confidential Information under its effective
control and take or cause to be taken all such reasonable
precautions as may be necessary to prevent any unauthorised
disclosure or use of any Confidential Information.
I.6 Nominating Shareholder principles - Announcements and disclosure
(a) To the extent permitted by law, a Nominating Shareholder
must give the Company the opportunity to review and comment on the
relevant part of any proposed announcement or disclosure relating
to any aspect of any Confidential Information (with such
announcement or disclosure to include sufficient information for
the Company to understand the implications of that disclosure for
the Company), which the Nominating Shareholder (or its Affiliate)
is required to make, or wishes to make, under any applicable laws,
AIM Rules or Exchange Rules of any Exchange on which the Nominating
Shareholder's securities or its Affiliate's securities are quoted,
listed or otherwise admitted to trading. Where immediate or prompt
disclosure is required, the Company must use reasonable endeavours
to provide comments within the timeframe nominated by the
Nominating Shareholder (acting reasonably) to allow it or its
relevant Affiliate to meet its obligations under law, AIM Rules or
relevant Exchange Rules.
(b) The Company may (at its absolute discretion) make an
announcement disclosing the Confidential Information that the
Nominating Shareholder (or its Affiliate) proposes to announce
under clause I.6(a) simultaneously with, or before, the Nominating
Shareholder (or its Affiliate), provided the Company will not
disclose any other information available from the proposed
announcement or disclosure of the Nominating Shareholder (or its
Affiliate) without the prior written consent of the Nominating
Shareholder (such consent not to be unreasonably withheld).
I.7 Nominating Shareholder principles - Inside Information
(a) The Company has established a securities trading policy that
covers such matters as insider trading/dealing, market abuse and
dealing in the Company's securities (Company Dealing Code). The
relevant laws relating to insider trading/dealing, market abuse and
dealing can give rise to both criminal and civil liability for not
only the person that acts on inside information but also the person
who provides the inside information. Relevantly, Confidential
Information may include inside information. Accordingly:
(1) each Nominating Shareholder and Nominee must not, whilst it
is in possession of any inside information in relation to the
Company, do anything which would constitute a breach of the
relevant laws relating to insider trading/dealing, market abuse and
dealing;
(2) each Nominating Shareholder must direct its Affiliates,
officers and employees who may possess or be given any inside
information in relation to the Company not to do anything which
would constitute a breach of the relevant laws relating to insider
trading/dealing, market abuse and dealing; and
(3) each Nominee must, for so long as it is a Director of the
Company, comply with the Company Dealing Code.
I.8 Restrictions on Nominees
(a) A Nominee must in the Board's reasonable opinion, have the
requisite business acumen and relevant experience and otherwise be
suitable to be a Director of the Company.
(b) A Nominating Shareholder must not nominate a person as a Nominee if that person:
(1) has been removed by resolution of the Company's shareholders; or
(2) was a Director who retired by rotation, or retired otherwise
in accordance with the Articles, and was not re-elected by the
Company's shareholders.
I.9 Qualifications
(a) For the avoidance of doubt, this Policy does not restrict
the ability of a Nominating Shareholder to act as underwriter or
sub-underwriter in future capital raisings.
(b) The provisions of clauses I.5, I.6 and I.7 continue to apply
to a Nominating Shareholder until the earlier of:
(1) the date that is 12 months after the date its Nominee ceases
to be a Director of the Company; and
(2) the date the Nominating Shareholder and its Nominee ceases
to be in possession of, or have access to, Confidential
Information.
(c) Where Confidential Information (including, for the avoidance
of doubt, Excluded Information) that has been withheld from a
Nominee in accordance with this Policy becomes public, or the
Chairperson determines (acting reasonably) that the potential for
conflict has passed, the excluded Nominee shall be entitled, at his
or her request, to a briefing by the Chairperson or other Directors
as to the then status of the matter, particulars of any decision of
the Board or a Board committee in respect of that matter and any
information previously withheld.
I.10 Interpretation
(a) In this Policy:
(1) "Affiliates" means with respect to any person, associates,
and any other person directly or indirectly controlling, controlled
by, or under common control with, that person;
(2) "Company Group" means the Company and its subsidiaries;
(3) "Confidential Information" means all or any information
concerning the business or affairs of the Company Group which is
made available to the Nominee in their capacity as a Director (or
potential Director) of the Company and information contemplated by
clause I.3(b), including information made available under the
exceptions in clause I.3(b) by the Company in respect of the
Company Group, but Confidential Information does not extend to:
(A) information that is or becomes public knowledge (other than
as a result of breach of this Policy);
(B) information that was made available to the Nominee by a
person other than a member of the Company Group, provided such
person is not known by the Nominee, after having made reasonable
investigations, to be bound by any obligation of confidence in
respect of that information;
(C) information already known to the Nominee or its Nominating
Shareholder other than as a result of a breach by any person of an
obligation of confidence;
(D) provided that the Nominating Shareholder has first complied
with clause I.6(a), information which a Nominating Shareholder is
required to disclose and does disclose under any applicable law,
AIM Rule or the Exchange Rules of any Exchange on which the
Nominating Shareholder's securities or Affiliate's securities are
from time to time quoted, listed or otherwise admitted to trading;
or
(E) information, the disclosure of which by, or to, a Nominating
Shareholder has been approved by the Chairperson of the
Company;
(4) "Nominee" has the meaning given to that term in clause I.1(a);
(5) "Nominating Shareholder" has the meaning given to that term in clause I.1(a);
(6) "Serious Breach" means the failure of a Nominating
Shareholder or its Nominee to, in the opinion of the Chairperson
(acting reasonably), comply with:
(A) clause I.4 or clause I.5, where the failure has a material
adverse impact on the Company Group or any employee, officer, agent
or contractor of the Company Group; or
(B) clause I.7 in any respect, except for an inadvertent breach
which has no material adverse impact on the Company Group or any
employee, officer, agent or contractor of the Company Group;
Schedule "C"
Summary of Principle Changes to the Company's Articles of
Association
The following is a summary only of the principal proposed
changes to the Articles of Association. It is not an exhaustive
list of all the proposed changes, a number of which involve minor
updating and small clarificatory changes. Electronic copies of a
marked up version of the current Articles of Association, showing
all proposed changes is available on request by email to the
Company Secretary (kschlobohm@solgold.com.au).
1. References to the Combined Code (on corporate governance, now
superseded by the UK Corporate Governance Code) have been deleted
on the basis that the Company is not subject to the corporate
governance requirements contained in the UK Corporate Governance
Code.
2. Article 4.1 (regarding variation of class rights) is amended
to clarify that any shares held by the Company in treasury shall
not be included when determining whether thresholds applicable to
the passing of resolutions or consents of the holders of shares of
different classes have been met. Similar amendments are proposed at
Article 16.2.1.2 to clarify that treasury shares are not counted
towards calculating whether a relevant holding of shares exceeds
0.25 per cent of the issued shares of that class.
3. Article 6.2 (regarding the holding of shares in
uncertificated form) is supplemented to clarify that a class of
shares shall not be treated as two classes simply because some
shares of that class are held in certificated form and others in
uncertificated form.
4. A new Article 10.4 is added to provide that the Board shall
not refuse to register any transfer or renunciation of partly paid
shares which are admitted to the Official List on the grounds that
they are partly paid shares in circumstances where such refusal
would prevent dealings in such shares from taking place on an open
and proper basis.
5. Article 12.4 is amended to clarify that all general meetings
shall be called by at least such minimum notice period as is
required or permitted by the Companies Act 2006. General meetings
of traded companies must be held on not less than 21 clear days'
notice. General meetings other than annual general meetings can be
held on 14 clear days' notice where shareholders have approved this
reduction by special resolution.
6. Article 12.9 is supplemented to clarify that approval of the
director's remuneration report and the director's remuneration
policy shall not be considered special business for the purposes of
the Company's annual general meetings.
7. The interpretation of an 'arm's length sale' under Article
16.4 is extended to include a sale via any other stock exchange
outside the United Kingdom on which the Company's shares are
normally traded.
8. Article 18.3.4 concerning automatic vacation of a director's
office on grounds of mental health is updated to reflect the
position taken with regard to physical and mental health in the
Model Articles of Association for Public Companies, as amended in
respect of the Mental Health (Discrimination) Act 2013.
9. New Article 18.15 is added to clarify that if the office of a
director is vacated for any reason, he automatically ceases to be a
member of any committee or sub-committee of the Board.
10. Article 20.3 (repayment of directors' expenses) is extended
to enable the Company to provide a director with funds to meet
expenditure incurred or to be incurred by him for the purposes of
the Company or for the purpose of enabling him to perform his
duties as an officer of the Company or to enable him to avoid
incurring any such expenditure.
11. Article 21.11 is amended to clarify that the power of the
directors under this Article to make provisions for the benefit of
employees in connection with cessation or transfer of business
shall not extend to benefits for directors, former directors or
shadow directors.
12. Article 23.12 (passing of board resolutions in writing in
lieu of a meeting) is amended to allow written board resolutions to
be passed by means of electronic communications.
13. Article 30.1.2.2 is added to clarify that in respect of a
capitalisation of profits of the Company, the Company will also be
entitled to participate in the relevant distribution in relation to
any shares of the relevant class held by it as treasury shares.
14. References to the AIM Rules for Companies are replaced with
references to the UK Listing Rules, to reflect the Company's
current status as a company admitted to trading on the London Stock
Exchange's main market for listed securities (standard
listing).
15. References to the Financial Services Authority are replaced
with references to the Financial Conduct Authority.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOGTPBJTMBATTPR
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