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| Corporate governance |
The Board is committed to the highest standards of corporate governance, and is committed to complying with the UK Corporate Governance Code ("the Code"). |
| Avocet currently complies with the requirements of the Code, save in respect of the matters set out below. The board has initiated steps to recruit additional Non-executive Directors with the aim of becoming fully compliant with the Code. |
| The Company supports the concept of an effective board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets at least every three months and is supplied with appropriate and timely information. The Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company's expense. Training is available for new Directors and other Directors as necessary. |
The Board consists of the independent Non-Executive Chairman, two Executive Directors and four other Non-Executive Directors, three of whom the company regards as independent. The Company regards this as an appropriate Board structure for the time being although it acknowledges that at present, half the Board, excluding the Chairman are not independent Non-Executive Directors. |
| The Company has initiated a search for additional independent Non-Executive Directors with the aim of becoming fully compliant as soon as is practicable. |
The Chairman of the Board is Russell Edey, and the Company's business has been managed since June 2010 by Brett Richards, the Chief Executive Officer. The Board has named Robert Pilkington as the senior independent Non-Executive Director. |
| The Board conducts an annual process to assess its effectiveness and that of the Board committees and individual directors. Each Director's performance is appraised by the Chairman reflecting input from the other Directors: the senior Non-Executive Director appraises the Chairman's performance on the same basis. This evaluation process takes place annually and aims to cover Board dynamics, Board capability, Board process, Board structure, corporate governance, strategic clarity and alignment and the performance of individual Directors. Following Admission, the Board intends to engage an independent third party to undertake an assessment of the Board's effectiveness. |
| Following the implementation of the Bribery Act in July 2011, the Company has incorporated its policies and procedures in respect of the Bribery Act into its code of conduct and ethics, an anti-bribery policy document, and all employee service contracts. In addition, all employees in both the UK and West Africa have been required to attend specific anti-bribery training sessions and sign a register to confirm their attendance and understanding. |
| Avocet's anti-bribery policy can be viewed here. |
| Avocet Mining PLC Memorandum and Articles of Association. |
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The Nomination Committee is established to review the structure, size and composition (including the balance of skills, knowledge and experience) of the Board and its committees, and to review succession planning for the Board and Senior Managers.
The Nomination Committee reports and makes recommendations to the Board in respect of any action required in these matters.
The Nomination Committee meets at least once a year to select and recommend changes to the Board and its committees, including the nomination of Chairman of the Board, chairmen of certain committees and senior independent Non-Executive Directors. It also ensures compliance with statutory, legal, and other regulatory requirements. The Nomination Committee reviewed the annual performance appraisals of all the Board members during the year. The Nomination Committee is chaired by Russell Edey and its other members are Robert Pilkington, Mike Donoghue, Barry Rourke and Gordon Wylie.
Terms of Reference
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The Remuneration Committee meets twice a year and reviews the performance of the Directors and Executive Committee members, sets the scale and structure of their remuneration with due regard to the interests of the shareholders and the overall performance of the Group.
The Remuneration Committee also makes recommendations to the Board concerning the Company's overall philosophy and policy with respect to executive remuneration, bonuses and incentive arrangements including share and option awards, compensation payments and pension rights. The Remuneration Committee also makes recommendations to the Board concerning employee incentives, including the allocation of share issues to employees. Directors of the Group are not permitted to participate in discussions or decisions of the committee concerning their own remuneration.
The Remuneration Committee is chaired by the member who is recommended by the Nomination Committee as having the most appropriate experience and knowledge. The Remuneration Committee is chaired by Russell Edey and its other members are Mike Donoghue, Robert Pilkington, Barry Rourke and Gordon Wylie.
Terms of Reference
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The Audit Committee is established to review the principles, policies and practices adopted in the preparation of the financial statements of Avocet and its subsidiaries,
as well as ensuring that any other formal announcements relating to the financial performance of the group comply with relevant statutory and regulatory requirements.
The Audit Committee is responsible for assisting the Board in discharging its responsibilities for the integrity of the Company's financial statements, the effectiveness of the systems of governance, risk management and internal control, and monitoring the effectiveness and independence of the external auditors.
The Audit Committee meets at least four times a year is chaired by Barry Rourke and its other member is Robert Pilkington.
Terms of Reference
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In 2011, the Board established a HSE Committee that obtains assurance that the appropriate systems are in place to deal with the management of health, safety, environmental, and community relations matters.
This includes reviewing policies and procedures, assessing serious incidents and responses and ensuring ongoing compliance with appropriate local regulations and international best practice.
The HSE meets at least four times a year. The Board determines and nominates the Chairman and members of the committee and it consists of not less than three members, of whom at least two are Non-Executive Directors. The HSE Committee is chaired by Gordon Wylie and its other members are Russell Edey, Mike Donoghue and Barry Rourke.
Terms of Reference
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In 2011, the Board established a Technical Committee to provide assurance to the Board as to the operational performance and operating risks of the Company, with particular regard to those areas where technical understanding is required.
It makes recommendations to the Board on all such technical matters.
The Technical Committee meets at least four times a year. The Board determines and nominates the Chairman and members of the committee and it consists of not less than three members, of whom at least one is a Non-Executive Director. The Technical Committee is chaired by Mike Donoghue and its other members are Brett Richards, Gordon Wylie, Peter Flindell and Richard Gray.
Terms of Reference
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