Since 1 January 2014, the Company has advanced a further $12,588
to Uramad SA, for use on uranium exploration project development
activities.
Since 1 January 2014, the Company has borrowed a further
$217,109 from Natasa Mining Ltd, for working capital purposes.
Financial assets and liabilities
See note 27 to the financial statements.
Directors and their interests
At 31 December 2013, the directors and their interests in the
Company's Ordinary Shares were as follows:
Ordinary shares Ordinary shares
of no par value of no par value
At 31 December At 1 January
2013 2013
C Kyriakou* 200,451,879 206,651,879
R Cleary (Resigned 23 April 2014) - -
C Hart - -
J Reynolds 500,000 500,000
R Shakesby - -
* C Kyriakou is a director of Natasa Mining Ltd, the Company's
major shareholder. Entities associated with C Kyriakou hold shares
in Natasa Mining Ltd. The shares owned by Natasa Mining Ltd in the
Company's share capital have been included in C Kyriakou's
interests.
Options held by the directors at 31 December 2013 were as
follows.
Options over Options over
ordinary shares ordinary shares
of no par value of no par value
At 31 December 2013 At 1 January 2013
C Kyriakou 3,000,000 3,000,000
R Cleary 750,000 750,000
C Hart* 6,000,000 6,000,000
J Reynolds 1,500,000 1,500,000
R Shakesby 750,000 750,000
* C. Hart holds an option over (i) 3 million ordinary shares
under the 2012 Participants' Option Plan and (ii) 3 million
ordinary shares beneficially owned by a shareholder of the
Company.
No options were exercised by the directors during the year.
Substantial shareholdings
On 31 December 2013 the following shareholders held 3% or more
of the issued share capital of the Company:
Number of Percentage issued
Ordinary Shares Ordinary Shares
Natasa Mining Ltd 200,251,879 41.34%
Wealth Clear Global Investments
Ltd 30,120,000 6.22%
Blue Wings Development Ltd 19,032,000 3.93%
Bethlehem Beauty Ltd 15,750,000 3.25%
Corporate Governance
As UMC Energy Corporation. is not a fully listed company, it is
not required to comply with the Code of Best Practice published by
the Committee on the Financial Aspects of Corporate Governance
("the UK Corporate Governance Code"). However, the directors do
place a high degree of importance on ensuring that high standards
of corporate governance are maintained. As a result, most of the
relevant principles set out in the Combined Code have been adopted
during the year and these are summarised below.
Directors
The Board of Directors is responsible for the corporate
governance of the Company. It oversees the business and affairs of
the Company, establishes the strategic and financial objectives to
be implemented by management and monitors standards of
performance.
The Board has established a framework for the management of the
Company including internal controls, a business risk management
process and the establishment of appropriate ethical standards.
The Board of Directors currently consists of a Chairman, two
Executive Directors and one Non-Executive Director, who is an
Independent Non-Executive Director. Responsibility for the
operation and administration of the Company is delegated by the
Board to the executive management team who are accountable to the
Board.
After consultation with the Chairman, each Director has the
right to seek independent professional advice at the consolidated
entity's expense.
The Board may at any time appoint a director to fill a casual
vacancy and at each annual general meeting, one-third of directors
together with any director appointed since the last annual general
meeting retire from office and may stand for re-election.
The composition of the Board is reviewed regularly to ensure
that the range of expertise and experience of Board members is
appropriate for the activities and operations of the Company.
The Articles of Association specifies that the aggregate
remuneration of Directors, other than salaries paid to Executive
Directors, shall be determined from time to time by a general
meeting. An amount not exceeding the amount determined is divided
between those Directors as they agree.
The Role of Shareholders
The Board of Directors aims to ensure the shareholders are
informed of all major developments affecting the Company's state of
affairs. Information is communicated to shareholders as
follows:
-- The annual report is distributed to all shareholders who have
requested a hard copy and is displayed on the Company's website.
The Board ensures that the annual report includes relevant
information about the operations of the Company during the year,
changes in its state of affairs and details of future developments,
in addition to the other disclosures required by International
Financial Reporting Standards.
-- The half-yearly report contains summarised financial
information and a review of the operations of the Company during
the period. Half-year financial statements prepared in accordance
with the requirements of International Financial Reporting
Standards are displayed on the Company's website. The financial
statements are sent to any shareholder who requests them.
-- The external auditor attends the annual general meetings to
answer questions concerning the conduct of the audit, the
preparation and content of the Auditor's Report, accounting
policies adopted by the Company and the independence of the auditor
in relation to the conduct of the audit.
The Board encourages full participation of shareholders at the
Annual General Meeting to ensure a high level of accountability and
identification with the consolidated entity's strategy and
goals.
Nomination Committee
The Nomination Committee oversees the appointment of directors
and the selection, appointment and succession planning of the
Company's Chairman. The committee makes recommendations to the
Board on the appropriate skill mix, personal qualities, expertise
and diversity of each position. Where, through whatever cause, it
is considered that the Board would benefit from the services of a
new director with particular skills, the Board would then appoint
the most suitable candidate who must stand for election at a
general meeting of shareholders.
The committee comprises the following members:
-- Mr C. Kyriakou (Chairman of the Committee) Executive
-- Mr R Shakesby Non-executive
Audit Committee
The Board has appointed an Audit Committee which operates under
written terms of reference. The Audit Committee oversees the
financial reporting process to ensure the balance, transparency and
integrity of published financial information; reviews the
effectiveness of the Company's internal financial control; ensures
an independent audit process; recommends the appointment of the
external auditor; assesses the performance of the external auditor;
and oversees the Company's compliance with acts and regulations in
relation to financial reporting.
The committee comprises the following members:
-- Mr C. Kyriakou (Chairman of the Committee) Executive
-- Mr R Shakesby Non-executive
-- Mr J Reynolds Executive
External Auditors
The Audit Committee monitors the performance of the external
auditors. The current external auditors were appointed in 2013. The
external auditors are provided with the opportunity, at their
request, to meet with the Board of Directors without management
being present.
Remuneration Committee
The Board has appointed a Remuneration Committee which operates
under written terms of reference. Remuneration of senior management
personnel is determined by the remuneration committee, taking into
account information obtained via reputable industry remuneration
surveys and / or independent consultant reports. This also includes
responsibility for share option schemes, incentive performance
packages, retirement and termination entitlements.
The committee comprises the following members:
-- Mr C. Kyriakou (Chairman of the Committee) Executive
-- Mr R Shakesby Non-executive
Risk Management
The Board oversees the establishment, implementation and
operation of the Company's risk management procedures for
assessing, monitoring and managing all risks, including material
business risks. Material business risks for the Company may arise
from such matters as governmental policy changes, the impact of
exchange rate movements and the impact of changes in commodity
prices.
Internal Control Framework
The Board acknowledges that it is responsible for the overall
internal control framework but recognises that no cost effective
internal control system will preclude all errors and
irregularities. The system is based upon policies and guidelines
and the careful selection and training of qualified personnel. The
Board believes the current control framework to be suitable for the
Company's current operations. There is no internal audit function
as the cost would significantly outweigh the benefits given the
size of the current operations.
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