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| Board of directors |
| Avocet’s board consists of a non-Executive chairman, four Non-executive directors and two Executive directors. All directors have significant experience in either managing or investing in mining operations in West Africa but each contributes a unique skill set to the board. |
The board meets a minimum of four times a year, of which one meeting is held at Avocet’s key operating mine Inata. |
| Brett Richards – Chief Executive Officer |
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Brett joined Avocet Mining PLC in March 2009 as Executive Vice President, Corporate Affairs, and was appointed as Chief Executive Officer of the Company in July 2010. Brett has significant experience working in Africa and developing larger mining companies that will be invaluable in realising Avocet Mining PLC's potential. He is a human resources and operations executive with previous experience at both operational and corporate office level. Most recently, he was Senior Vice President at Katanga Mining Limited and has held a variety of senior human resources and operational roles for Katanga Mining, Kinross Gold and Co-Steel Inc. He is a member of Avocet Mining PLC's Executive Committee. |
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| Mike Norris – Finance Director |
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Mike was appointed Finance Director in July 2007 having previously been Chief Financial Officer since February 2007. He worked for L.E.K. Consulting, a firm of strategic management consultants, before qualifying as a chartered accountant with Coopers & Lybrand in 1993. He then held a number of senior financial and operational roles within Rio Tinto plc and Anglo American plc. He was Chief Financial Officer at two of Rio's mines in the US and held the position of production manager at one of them, an open pit gold mining operation. He is based in London and is a member of Avocet Mining PLC's Executive Committee. |
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| Russell Edey – Chairman and Non-Executive Director |
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Russell Edey, Chairman and Non-Executive Director
Russell was appointed Non-Executive Director in July 2010 and Chairman of the Company in September 2010. He retired as Chairman of AngloGold Ashanti Limited in May 2010 having been a member of that company's board since 1998. He is a non-executive director of Old Mutual PLC and several companies in the Rothschild Group, which he joined in 1977, including as a member of the supervisory board of Paris Orleans SA. Prior to that, he worked for Anglo American Corporation of South Africa Limited in South Africa and Australia. |
| Russell sits on the Health, Safety & Environment Committee, Nomination Committee and Remuneration Committee. |
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| Robert Pilkington – Non-Executive Director |
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| Robert became a Non-Executive Director in March 1996. He is a Managing Director of UBS Investment Bank. He is also a director of ASA Limited, an investment trust investing principally in the shares of South African gold mining companies. Following an earlier career with the Anglo American group, he has been an investment banker in New York for the last 25 years, and has advised some of the world's leading gold mining companies. |
| Robert sits on the Audit Committee, Nominations Committee and Remuneration Committee. |
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| Mike Donoghue – Non-Executive Director |
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| Mike became a Non-Executive Director in July 2006. He is a mining engineer with over 30 years' experience in mining operations and new mine developments in Africa, Australia, South East Asia and Europe. Currently he is the Executive Chairman of Ormonde Mining plc. Previously he held the position of General Manager – Operations of Delta Gold, Sydney, Australia. |
| Mike chairs the Health, Safety & Environment Committee and Technical Committee. He also sits on the Nominations Committee and Remuneration Committee. |
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| Barry Rourke – Non-Executive Director |
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| Barry was appointed Non-Executive Director and Chairman of Avocet Mining PLC's Audit Committee in July 2010. He served as a Partner at PricewaterhouseCoopers for 17 years, acting as an advisor and auditor for several large and medium-sized businesses in both the public and private sector before retiring in 2001. He has significant experience in the resources sector as an independent non-executive director of several companies, and has been Chairman of the Audit Committee at a number of these. |
Barry chairs the Audit Committee, he also sits on Health, Safety & Environment Committee, Nominations Committee and Remuneration Committee. |
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| Gordon Wylie – Non-Executive Director |
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| Gordon joined the Board of Avocet Mining in February 2012. A geologist by training, Gordon has over 35 years of experience in mining and exploration geology, including eight years in AngloGold Ashanti's senior management team where he was responsible for global exploration projects. More recently, Gordon has served on the board of a number of listed companies with operations in Central Asia, South America, Europe and Russia. He currently serves on the board of Lydian International and Central Asian Gold. In the past five years, he has also served on the boards of OxusGold and Continental Gold. |
Gordon Wylie will chair the Health, Safety and Environmental Committee, and sit on the Nomination, Remuneration and Technical Committees. |
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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.
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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.
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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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