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STATEMENT OF CORPORATE GOVERNANCE PRACTICES
Code of Best Practice
The Listing Rules of the Financial Services Authority incorporate the Combined Code, which sets out the principles of Good Governance and the Code of Best Practice for listed companies. The Company's corporate governance procedures take due regard of the principles of Good Governance set out in the Combined Code in relation to the size and the stage of development of the Company.
The Board of Directors
The Board of Directors comprises six members, three executive directors and three non-executive directors, including the chairman, Mr. Fusheng Lan. The Board has a wealth of minerals exploration, corporate finance and development experience.
Responsibilities of the Board of Directors
The Board is required to supervise the management of the affairs and business of the Company. The Board's principal responsibilities are to supervise and evaluate management, to oversee the conduct of the Company's business, to set policies appropriate for the business of the Company and to approve corporate strategies and goals. The Board is to carry out its responsibilities in a manner consistent with the fundamental objective of enhancing shareholder value.
Board Meetings
The Board ordinarily meets on a bi-monthly basis providing effective leadership and overall management of the Group'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 delegates certain of its responsibilities to the Board Committees which have clearly defined terms of reference and which are listed below.
The Audit Committee
The Audit Committee, which meets not less than twice a year, considers the Group's financial reporting (including accounting policies) and internal financial controls. The Audit Committee is responsible for ensuring that the financial performance of the Group is properly monitored and reported on. The Committee receives reports from management and external auditors. Its members are Mr Wenzhou Huang and Mr Harry Cooper.
The Remuneration Committee
The Remuneration Committee, which meets at least once a year is responsible for making recommendations to the Board on directors' and senior executives' remuneration. Non-executive directors' remuneration and conditions are considered and agreed by the Board. Financial packages for executive directors are established by reference to those prevailing in the employment market for executives of equivalent status both in terms of level of responsibility of the position and their achievement of recognised job qualifications and skills. The Committee will also have regard to the terms which may be required to attract an equivalent experienced executive to join the Board from another company. The members of this Committee are Mr Wenzhou Huang and Mr. Fusheng Lan.
Internal Controls
The directors acknowledge their responsibility for the Company's systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for both internal use and external publication.
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