REG-Bisichi Mining PLC: Final Results <Origin Href="QuoteRef">BISI.L</Origin> - Part 2
22/04/2016 15:35
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the system of internal control as
described during the period.
Communication with shareholders
Communication with shareholders is a matter of priority. Extensive information
about the group and its activities is given in the Annual Report, which is made
available to shareholders. Further information is available on the company's
website, www.bisichi.co.uk. There is a regular dialogue with institutional
investors. Enquiries from individuals on matters relating to their
shareholdings and the business of the group are dealt with informatively and
promptly.
Takeover directive
The company has one class of share capital, ordinary shares. Each ordinary
share carries one vote. All the ordinary shares rank pari passu. There are no
securities issued in the company which carry special rights with regard to
control of the company. The identity of all substantial direct or indirect
holders of securities in the company and the size and nature of their holdings
is shown under the "Substantial interests" section of this report above.
A relationship agreement dated 15 September 2005 (the "Relationship Agreement")
was entered into between the company and London & Associated Properties PLC
("LAP") in regard to the arrangements between them whilst LAP is a controlling
shareholder of the company. The Relationship Agreement includes a provision
under which LAP has agreed to exercise the voting rights attached to the
ordinary shares in the company owned by LAP to ensure the independence of the
Board of directors of the company.
Other than the restrictions contained in the Relationship Agreement, there are
no restrictions on voting rights or on the transfer of ordinary shares in the
company. The rules governing the appointment and replacement of directors,
alteration of the articles of association of the company and the powers of the
company's directors accord with usual English company law provisions. Each
director is re-elected at least every three years. The company is not party to
any significant agreements that take effect, alter or terminate upon a change
of control of the company following a takeover bid. The company is not aware of
any agreements between holders of its ordinary shares that may result in
restrictions on the transfer of its ordinary shares or on voting rights.
There are no agreements between the company and its directors or employees
providing for compensation for loss of office or employment that occurs because
of a takeover bid.
The Bribery Act 2010
The Bribery Act 2010 came into force on 1 July 2011, and the Board took the
opportunity to implement a new Anti-Bribery Policy. All directors and staff
continue to complete an e-learning training course on a bi-annual basis. The
company is committed to acting ethically, fairly and with integrity in all its
endeavours and compliance of the code is closely monitored.
Annual General Meeting
The annual general meeting of the company ("Annual General Meeting") will be
held at 24 Bruton Place, London W1J 6NE on Friday, 10 June 2016 at 11.00 a.m.
Resolutions 1 to 9 will be proposed as ordinary resolutions. More than 50 per
cent. of shareholders' votes cast must be in favour for those resolutions to be
passed. Resolutions 10 to 12 will be proposed as special resolutions. At least
75 per cent. of shareholders' votes cast must be in favour for those
resolutions to be passed.
The directors consider that all of the resolutions to be put to the meeting are
in the best interests of the company and its shareholders as a whole. The Board
recommends that shareholders vote in favour of all resolutions.
Please note that the following paragraphs are only summaries of certain
resolutions to be proposed at the Annual General Meeting and not the full text
of the resolutions. You should therefore read this section in conjunction with
the full text of the resolutions contained in the notice of Annual General
Meeting.
Directors' authority to allot shares (Resolution 9)
In certain circumstances it is important for the company to be able to allot
shares up to a maximum amount without needing to seek shareholder approval
every time an allotment is required. Paragraph 9.1.1 of Resolution 9 would give
the directors the authority to allot shares in the company and grant rights to
subscribe for, or convert any security into, shares in the company up to an
aggregate nominal value of £355,894. This represents approximately 1/3 (one
third) of the ordinary share capital of the company in issue (excluding
treasury shares) at 18 April 2016 (being the last practicable date prior to the
publication of this Directors' Report). Paragraph 9.1.2 of Resolution 9 would
give the directors the authority to allot shares in the company and grant
rights to subscribe for, or convert any security into, shares in the company up
to a further aggregate nominal value of £355,894, in connection with a
pre-emptive rights issue. This amount represents approximately 1/3 (one third)
of the ordinary share capital of the company in issue (excluding treasury
shares) at 18 April 2016 (being the last practicable date prior to the
publication of this Directors' Report).
Therefore, the maximum nominal value of shares or rights to subscribe for, or
convert any security into, shares which may be allotted or granted under
resolution 9 is £711,788.
Resolution 9 complies with guidance issued by the Investment Management
Association (IMA).
The authority granted by resolution 9 will expire on 31 August 2017 or, if
earlier, the conclusion of the next annual general meeting of the company. The
directors have no present intention to make use of this authority. However, if
they do exercise the authority, the directors intend to follow emerging best
practice as regards its use as recommended by the IMA.
Disapplication of pre-emption rights (Resolution 10)
A special resolution will be proposed at the Annual General Meeting in respect
of the disapplication of pre-emption rights.
Shares allotted for cash must normally first be offered to shareholders in
proportion to their existing shareholdings. The directors will, at the
forthcoming Annual General Meeting seek power to allot equity securities (as
defined by section 560 of the Companies Act 2006) or sell treasury shares for
cash as if the pre-emption rights contained in Section 561 of the Companies Act
2006 did not apply:
(a) in relation to pre-emptive offers and offers to holders of other equity
securities if required by the rights of those securities or as the directors
otherwise consider necessary, up to a maximum nominal amount of £355,894 which
represents approximately 1/3 (one third) of the ordinary share capital of the
company in issue (excluding treasury shares) and, in relation to rights issues
only, up to a maximum additional amount of £355,894 which represents
approximately 1/3 (one third) of the ordinary share capital of the company in
issue (excluding treasury shares), in each case as at 18 April 2016 (being the
last practicable date prior to the publication of this Directors' Report); and
(b) in any other case, up to a maximum nominal amount of £53,384 which
represents approximately 5 per cent. of the ordinary share capital of the
company in issue (excluding treasury shares) as at 18 April 2016 (being the
last practicable date prior to the publication of this Directors' Report).
In compliance with the guidelines issued by the Pre-emption group, the
directors will ensure that, other than in relation to a rights issue, no more
than 7.5 per cent. of the issued ordinary shares (excluding treasury shares)
will be allotted for cash on a non pre-emptive basis over a rolling three year
period unless shareholders have been notified and consulted in advance.
The power in resolution 10 will expire when the authority given by resolution 9
is revoked or expires.
The directors have no present intention to make use of this authority.
Notice of General Meetings (Resolution 11)
Resolution 11 will be proposed to allow the company to call general meetings
(other than an Annual General Meeting) on 14 clear days' notice. A resolution
in the same terms was passed at the Annual General Meeting in 2015. The notice
period required by the Companies Act 2006 for general meetings of the company
is 21 days unless shareholders approve a shorter notice period, which cannot
however be less than 14 clear days. Annual General Meetings must always be held
on at least 21 clear days' notice. It is intended that the flexibility offered
by this resolution will only be used for time-sensitive, non-routine business
and where merited in the interests of shareholders as a whole. The approval
will be effective until the company's next Annual General Meeting, when it is
intended that a similar resolution will be proposed. In order to be able to
call a general meeting on less than 21 clear days' notice, the company must
make a means of electronic voting available to all shareholders for that
meeting.
Purchase of own Ordinary Shares (Resolution 12)
The effect of resolution 12 would be to renew the directors' current authority
to make limited market purchases of the company's ordinary shares of 10 pence
each. The power is limited to a maximum aggregate number of 1,067,683 ordinary
shares (representing approximately 10 per cent. of the company's issued share
capital as at 18 April 2016 (being the last practicable date prior to
publication of this Directors' Report)). The minimum price (exclusive of
expenses) which the company would be authorised to pay for each ordinary share
would be 10 pence (the nominal value of each ordinary share). The maximum price
(again exclusive of expenses) which the company would be authorised to pay for
an ordinary share is an amount equal to 105 per cent. of the average market
price for an ordinary share for the five business days preceding any such
purchase.
The authority conferred by resolution 12 will expire at the conclusion of the
company's next annual general meeting or 15 months from the passing of the
resolution, whichever is the earlier. Any purchases of ordinary shares would be
made by means of market purchase through the London Stock Exchange. If granted,
the authority would only be exercised if, in the opinion of the directors, to
do so would result in an increase in earnings per share or net asset value per
share and would be in the best interests of shareholders generally. In
exercising the authority to purchase ordinary shares, the directors may treat
the shares that have been bought back as either cancelled or held as treasury
shares (shares held by the company itself). No dividends may be paid on shares
which are held as treasury shares and no voting rights are attached to them.
As at 18 April 2016 (being the last practicable date prior to the publication
of this Directors' Report) the total number of options to subscribe for new
ordinary shares in the company was 598,000 shares representing 5.60 per cent.
of the company's issued share capital (excluding treasury shares) as at that
date. Such number of options to subscribe for new ordinary shares would
represent approximately 6.22 per cent. of the reduced issued share capital of
the company (excluding treasury shares) assuming full use of the authority to
make market purchases sought under resolution 12.
Donations
No political or charitable donations were made during the year (2014: Nil).
Going concern
The group's business activities, together with the factors likely to affect its
future development are set out in the Chairman's Statement on the preceding
page 2, the Mining Review on pages 5 to 7 and its financial position is set out
on page 12 of the Strategic Report. In addition Note 22 to the financial
statements includes the group's treasury policy, interest rate risk, liquidity
risk and hedging profile.
The group has prepared cash flow forecasts which demonstrate that the group has
sufficient resources to meet its liabilities as they fall due for at least the
next 12 months.
In October 2013, an increase in the structured trade finance facility from
R60million (South African Rand) to R80million was signed by Black Wattle
Colliery (Pty) Limited ("Black Wattle") with Absa Bank Limited, a South African
subsidiary of Barclays Bank PLC. The facility is renewable annually at 30 June
and is secured against inventory, debtors and cash that are held in the group's
South African operations. The Directors do not foresee any reason why the
facility will not continue to be renewed at the next renewal date, in line with
prior periods and based on their banking relationships This facility comprises
of a R60million revolving loan to cover the working capital requirements of the
group's South African operations, and a R20million loan facility to cover
guarantee requirements related to the group's South African mining operations.
In December 2014, the group signed a £6 million term loan facility with
Santander. The loan is secured against the company's UK retail property
portfolio. The debt package has a five year term and is repayable at the end of
the term. The interest cost of the loan is 2.35% above LIBOR.
If required, the group has sufficient financial resources available at short
notice including cash, available-for-sale investments and its £2m loan to
Dragon Retail Properties Limited which is repayable on demand. In addition its
investment property assets benefit from long term leases with the majority of
its tenants. Although the directors expect that that the challenging coal
market conditions experienced by Black Wattle Colliery, its direct mining
asset, in 2015 will be similar going into 2016, they have a reasonable
expectation that the mine will continue to achieve positive levels of cash
generation for the group in 2016. As a consequence, the directors believe that
the group is well placed to manage its business risks successfully.
As a result of the banking facilities held as well as the acceptable levels of
profitability and cash generation the mine is expected to achieve in 2016, the
Directors believe that the group has adequate resources to continue in
operational existence for the foreseeable future and that the group is well
placed to manage its business risks. Thus they continue to adopt the going
concern basis of accounting in preparing the annual financial statements.
By order of the board
G.J Casey
Secretary
24 Bruton Place
London W1J 6NE
18 April 2016
Statement of the Chairman of the remuneration committee
The remuneration committee presents its report for the year ended 31 December
2015.
The Annual Remuneration Report details remuneration awarded to directors and
non-executive directors during the year. The shareholders will be asked to
approve the Annual Remuneration Report as an ordinary resolution (as in
previous years) at the AGM in June 2016.
A copy of the remuneration policy, which details the remuneration policy for
directors, can be found at www.bisichi.co.uk. The remuneration policy was
subject to a binding vote which was approved by shareholders at the AGM in June
2014. The approval will apply for a 3 year period commencing 11 June 2014. The
approved policy took effect from 11 June 2014.
The remuneration committee reviewed the existing policy and deemed no changes
necessary to the current arrangements.
Both of the above reports have been prepared in accordance with The Large and
Medium-sized Companies and groups (Accounts and Reports) (Amendment)
Regulations 2013.
The company's auditors, BDO LLP are required by law to audit certain
disclosures and where disclosures have been audited they are indicated as such.
Christopher Joll
Chairman - remuneration committee
24 Bruton Place
London W1J 6NE
18 April 2016
Annual remuneration report
The following information has been audited:
Single total figure of remuneration for the year ended 31 December 2015
Salaries Bonuses Benefits Pension Total Share Total
and Fees before options 2015
Share
options
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Executive
Directors
Sir Michael 75 - - - 75 - 75
Heller
A R Heller 450 300 67 36 853 59 912
G J Casey 133 100 15 18 266 59 325
R Grobler 146 62 14 7 229 - 229
Non-Executive
Directors
C A Joll* 30 - - - 30 - 30
J A Sibbald* 2 - 3 - 5 - 5
Total 836 462 99 61 1,458 118 1,576
*Members of the remuneration committee for the year ended 31 December 2015
In addition, A Heller received £109,000 in cash on cancellation of share
options representing the increase in value of the shares under option at the
cancellation date.
Single total figure of remuneration for the year ended 31 December 2014
Salaries Bonuses Benefits Pension Total Share Total
and Fees before options 2014
Share
options
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Executive Directors
Sir Michael Heller 75 - - - 75 - 75
A R Heller 450 300 54 32 836 26 862
G J Casey 124 100 14 16 254 - 254
R Grobler 149 102 15 8 274 - 274
Non-Executive
Directors
C A Joll* 25 - - - 25 - 25
J A Sibbald* 2 - 3 - 5 - 5
Total 825 502 86 56 1,469 26 1,495
*Members of the remuneration committee for the year ended 31 December 2014
Summary of Date of contract Unexpired term Notice period
directors' terms
Executive directors
Sir Michael Heller November 1972 Continuous 6 months
A R Heller January 1994 Continuous 3 months
G J Casey June 2010 Continuous 3 months
R J Grobler April 2008 Continuous 3 months
Non-executive
directors
C A Joll February 2001 Continuous 3 months
J A Sibbald October 1988 Continuous 3 months
Pension schemes and incentives
Two (2014: three) directors have benefits under money purchase pension schemes.
Contributions in 2015 were £54,000 (2014: £56,000), see table above.
Scheme interests awarded during the yearOn the 18 September 2015, under the company's 2012 Share Option Scheme, Andrew
Heller and Garrett Casey were granted an option to acquire 150,000 Shares each
at an Acquisition Price of £87.01 pence per share.
Share option schemes
The company currently has three "Unapproved" Share Option Schemes which are not
subject to HM Revenue and Customs (HMRC) approval. The "2006 Scheme" was
approved by shareholders on 29 June 2006, and the "2010 Scheme" was approved by
shareholders on 7 June 2011. The "2012 Scheme" was approved by the remuneration
committee of the company on 28 September 2012. Existing options over ordinary
shares granted under the First Scheme lapsed on 29 September 2012. All
available options under each of the Schemes have been granted.
Number of share options
Option 1 January Options 31 Exercisable Exercisable
price* 2015 Granted/ December from to
Cancelled 2015
in
2015
The 2006 Scheme
A R Heller 237.05p 275,000 - 275,000 4/10/2009 3/10/2016
Employee 237.05p 50,000 - 50,000 4/10/2009 3/10/2016
The 2010 Scheme
G J Casey 202.05p 80,000 - 80,000 31/08/2013 30/08/2020
The 2012 Scheme
A R Heller 34.00p 193,000 (193,000) - 01/10/2012 30/09/2022
A R Heller 87.01p - 150,000 150,000 18/09/2015 17/09/2025
G J Casey 87.01p - 150,000 150,000 18/09/2015 17/09/2025
*Middle market price at date of grant
No consideration is payable for the grant of options under the Unapproved Share
Option Schemes.
Performance conditions:
The exercise of options under the Unapproved Share Option Schemes, for certain
option issues, is subject to the satisfaction of objective performance
conditions specified by the remuneration committee, which will conform to
institutional shareholder guidelines and best practice provisions in force from
time to time. The performance conditions for the 2010 scheme, agreed by members
on 31 August 2010, requires growth in net assets over a three year period to
exceed the growth in the retail price index by a scale of percentages. There
are no performance conditions attached to the other schemes.
Payments to past directors
No payments were made to past directors in the year ended 31 December 2015.
Payments for loss of office
No payments for loss of office were made in the year ended 31 December 2015.
Statement of directors' shareholding and share interest
Directors' interests
The interests of the directors in the shares of the company, including family
and trustee holdings where appropriate, were as follows:
Beneficial Non-beneficial
31.12.2015 1.1.2015 31.12.2015 1.1.2015
Sir Michael 148,783 148,783 181,334 181,334
Heller
A R Heller 785,012 785,012 - -
C A Joll - - - -
J A Sibbald - - - -
R J Grobler - - - -
G J Casey 40,000 40,000 - -
The following section is unaudited.
The following graph illustrates the company's performance compared with a broad
equity market index over a ten year period. Performance is measured by total
shareholder return. The directors have chosen the FTSE All Share Mining index
as a suitable index for this comparison as it gives an indication of
performance against a spread of quoted companies in the same sector.
GRAPH
The middle market price of Bisichi Mining PLC ordinary shares at 31 December
2015 was 77.50p (2014-80p). During the year the share price ranged between
62.50p and 92.50p.
Remuneration of the Managing Director over the last ten years
The table below demonstrates the remuneration of the holder of the office of
Managing Director for the last ten years for the period from 1 January 2005 to
31 December 2015.
Year Managing Managing Director Annual bonus Long-term
Director Single total payout incentive
figure of against maximum vesting rates
remuneration opportunity* against
£'000 % maximum
opportunity*
%
2015 A R Heller 853 22% N/A
2014 A R Heller 836 22% N/A
2013 A R Heller 614 N/A N/A
2012 A R Heller 544 N/A N/A
2011 A R Heller 626 N/A N/A
2010 A R Heller 568 N/A N/A
2009 AR Heller 817 N/A N/A
2008 AR Heller 716 N/A N/A
2007 AR Heller 961 N/A N/A
2006 AR Heller 462 N/A N/A
2005 AR Heller 413 N/A N/A
Bisichi Mining PLC does not have a Chief Executive so the table includes the
equivalent information for the Managing Director.
*There were no formal criteria or conditions to apply in determining the amount
of bonus payable or the number of shares to be issued prior to 2014.
Percentage change in remuneration of director undertaking role of Managing
Director
Managing Director UK based employees
£'000 £'000
2015 2014 % change 2015 2014 % change
Base salary 450 450 0% 208 199 4.3%
Benefits 67 54 19.4% 15 14 6.6%
Bonuses 300 300 0% 100 100 0%
Bisichi Mining PLC does not have a Chief Executive so the table includes the
equivalent information for the Managing Director.
The comparator group chosen is all UK based employees as the remuneration
committee believe this provides the most accurate comparison of underlying
increases based on similar annual bonus performances utilised by the group.
Relative importance of spend on pay
The total expenditure of the group on remuneration to all employees (see Notes
29 and 8 to the financial statements) is shown below:
2015 2014
£'000 £'000
Employee remuneration 5,094 5,057
Distribution to shareholders 427 427
Statement of implementation of remuneration policy
The remuneration policy was approved at the AGM in June 2014. The policy took
effect from 11 June 2014 and will apply for 3 years unless changes are deemed
necessary by the Remuneration committee. The company may not make a
remuneration payment or payment for loss of office to a person who is, is to
be, or has been a director of the company unless that payment is consistent
with the approved remuneration policy, or has otherwise been approved by a
resolution of members.
Consideration by the directors of matters relating to directors' remuneration
The remuneration committee considered the executive directors remuneration and
the board considered the non-executive directors remuneration in the year ended
31 December 2015. No increases were awarded and no external advice was taken in
reaching this decision.
Shareholder voting
At the Annual General Meeting on 10 June 2015, there was an advisory vote on
the resolution to approve the remuneration report, other than the part
containing the remuneration policy. In addition, on 11 June 2014 there was a
binding vote on the resolution to approve the remuneration policy the results
of which are detailed below:
% of votes % of votes No of votes
for against withheld
Resolution to 98.94% 1.06% 120
approve the
Remuneration Report
(10 June 2015)
Resolution to 98.75% 1.04% 5,405
approve the
Remuneration Policy
(11 June 2014)
Service contracts
All executive directors have full-time contracts of employment with the
company. Non-executive directors have contracts of service. No director has a
contract of employment or contract of service with the company, its joint
venture or associated companies with a fixed term which exceeds twelve months.
Directors notice periods (see page 29 of the annual remuneration report) are
set in line with market practice and of a length considered sufficient to
ensure an effective handover of duties should a director leave the company.
All directors' contracts as amended from time to time, have run from the date
of appointment. Service contracts are kept at the registered office.
Remuneration policy table
The remuneration policy table below is an extract of the group's remuneration
policy on directors' remuneration, which was approved by a binding vote at the
2014 AGM. The approved policy took effect from 11 June 2014. A copy of the full
policy can be found at www.bisichi.co.uk.
Element Purpose Policy Operation Opportunity and
performance
conditions
Executive directors
Base To recognise: Considered by Reviewed There is no
salary Skills remuneration annually prescribed
Responsibility committee on Paid monthly in maximum salary or
Accountability appointment cash maximum rate of
Experience Set at a level increase
Value considered No specific
appropriate to performance
attract, conditions are
retain attached to base
motivate and salaries
reward the
right
individuals
Pension To provide Company The contribution Company
competitive contribution payable by the contribution
retirement offered company is offered at up to
benefits at up to 10% included in the 10% of base
of base salary director's salary as part of
as part of contract of overall
overall employment remuneration
remuneration Paid into money package
package purchase schemes No specific
performance
conditions are
attached to
pension
contributions
Benefits To provide a Contractual The committee The costs
competitive benefits can retains the associated with
benefits package include but discretion to benefits offered
are not approve changes are closely
limited to: in contractual controlled and
Car or car benefits in reviewed on an
allowance exceptional annual basis
Group health circumstances or No specific
cover where factors performance
Death in outside the conditions are
service cover control of the attached to
Permanent group lead to contractual
health increased costs benefits
insurance (e.g. medical The value of
inflation) benefits for each
director for the
year ended 31
December 2015 is
shown in the
table on page 28
Annual To reward and In assessing The remuneration The current
Bonus incentivise the committee maximum bonus
performance of determines the opportunity will
the executive level of bonus not exceed 200%
team, and in on an annual of base salary in
particular to basis applying any one year, but
determine such performance the remuneration
whether conditions and committee
bonuses are performance reserves the
merited the measures power to award up
remuneration as it considers to 300% in an
committee appropriate exceptional year
takes into Performance
account the conditions will
overall be assessed on an
performance of annual basis. The
the business performance
Bonuses are measures applied
generally may be financial,
offered in non-financial,
cash corporate,
divisional or
individual and in
such proportion
as the
remuneration
committee
considers
appropriate
Share To provide Granted under Offered at Entitlement to
Options executive existing appropriate share options is
directors with a schemes (see times by the not subject to
long-term page 29) remuneration any performance
interest committee conditions
in the company Share options
will be offered
by the
remuneration
committee as
appropriate
There are no
maximum levels
for share options
offered
Element Purpose Policy Operation Opportunity and
performance
conditions
Non-executive directors
Base To recognise: Considered by the Reviewed There is no
salary Skills board on annually prescribed
Experience appointment maximum salary
Value Set at a level or maximum rate
considered of increase
appropriate to No specific
attract, retain performance
and motivate the conditions are
individual attached to
Experience and base salaries
time required for
the role are
considered on
appointment
Pension No pension
offered
Benefits No benefits The costs
offered except to associated with
one non-executive the benefit
director who is offered is
eligible for closely
health cover (see controlled and
annual reviewed on an
remuneration annual basis
report page 28) No specific
performance
conditions are
attached to
contractual
benefits
Share Options Non-executive
directors do not
participate in
the share option
schemes
The remuneration committee consider the performance measures outlined in the
table above to be appropriate measures of performance and that the KPI's chosen
align the interests of the directors and shareholders.
Audit committee report
The committee's terms of reference have been approved by the board and follow
published guidelines, which are available from the company secretary. The audit
committee comprises the two non-executive directors, Christopher Joll
(chairman), an experienced financial PR executive and John Sibbald, a retired
chartered accountant.
The Audit Committee's prime tasks are to:
Review the scope of external audit, to receive regular reports from the auditor
and to review the half-yearly and annual accounts before they are presented to
the board, focusing in particular on accounting policies and areas of
management judgment and estimation;
Monitor the controls which are in force to ensure the integrity of the
information reported to the shareholders;
Assess key risks and to act as a forum for discussion of risk issues and
contribute to
the board's review of the effectiveness of the group's risk management control
and processes;
Act as a forum for discussion of internal control issues and contribute to the
board's review of the effectiveness of the group's internal control and risk
management systems and processes;
Consider each year the need for an internal audit function;
Advise the board on the appointment of external auditors and rotation of the
audit partner every five years, and on their remuneration for both audit and
non-audit work, and discuss the nature and scope of their audit work;
Participate in the selection of a new external audit partner and agree the
appointment
when required;
Undertake a formal assessment of the auditors' independence each year which
includes:
• a review of non-audit services provided to the group and related fees;
• discussion with the auditors of a written report detailing all
relationships with the company and any other parties that could affect
independence or the perception of independence;
• a review of the auditors' own procedures for ensuring the independence of
the audit firm and partners and staff involved in the audit, including the
regular rotation of the audit partner; and
• obtaining written confirmation from the auditors that, in their
professional judgement, they are independent.
Meetings
The committee meets prior to the annual audit with the external auditors to
discuss the audit plan and again prior to the publication of the annual
results. These meetings are attended by the external audit partner, managing
director, director of finance and company secretary. Prior to bi-monthly board
meetings the members of the committee meet on an informal basis to discuss any
relevant matters which may have arisen. Additional formal meetings are held as
necessary.
During the past year the committee:
• met with the external auditors, and discussed their report to the Audit
Committee;
• approved the publication of annual and half-year financial results;
• considered and approved the annual review of internal controls;
• decided that due to the size and nature of operation there was not a
current need for an internal audit function;
• agreed the independence of the auditors and approved their fees for both
audit and not-audit services as set out in note 4 to the financial statements.
External Auditors
BDO LLP held office throughout the year. In the United Kingdom the company is
provided with extensive administration and accounting services by London &
Associated Properties PLC which has its own audit committee and employs a
separate firm of external auditors, RSM UK Audit LLP (Formerly Baker Tilly UK
Audit LLP). In South Africa Grant Thornton (Jhb) Inc. acts as the external
auditor to the South African companies, and the work of that firm was reviewed
by BDO LLP for the purpose of the group audit.
Christopher Joll
Chairman - audit committee
24 Bruton Place
London W1J 6NE
18 April 2016
Valuers' certificates
To the directors of Bisichi Mining PLC
In accordance with your instructions we have carried out a valuation of the
freehold property interests held as at 31 December 2015 by the company as
detailed in our Valuation Report dated 31 December 2015.
Having regard to the foregoing, we are of the opinion that the open market
value as at 31 December 2015 of the interests owned by the company was £
12,800,000 being made up as follows:
£000
Freehold 10,150
Leasehold 2,650
12,800
Leeds Carter Towler
31 December 2015 Regulated by Royal
Institute of Chartered
Surveyors
Directors' responsibilities statement
The directors are responsible for preparing the annual report and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors are required to prepare the group
financial statements in accordance with International Financial Reporting
Standards as adopted by the European Union and have elected to prepare the
company financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and
applicable law). Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of the
state of affairs of the group and company and of the profit or loss for the
group for that period.
In preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state with regard to the group financial statements whether they have
been prepared in accordance with IFRSs as adopted by the European Union subject
to any material departures disclosed and explained in the financial statements;
• state with regard to the parent company financial statements, whether
applicable UK accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company and the group will continue in
business;
• prepare a strategic report, director's report and director's remuneration
report which comply with the requirements of the Companies Act 2006.
The directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies
Act 2006 and, as regards the group financial statements, Article 4 of the IAS
Regulation. They are also responsible for safeguarding the assets of the
company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Website publication
The directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are published
on the company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the company's website is the responsibility of the directors. The directors'
responsibility also extends to the ongoing integrity of the financial
statements contained therein.
Directors' responsibilities pursuant to DTR4
The directors confirm to the best of their knowledge:
• the group financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs) as adopted by the European
Union and Article 4 of the IAS Regulation and give a true and fair view of the
assets, liabilities, financial position and profit and loss of the group.
• the annual report includes a fair review of the development and
performance of the business and the financial position of the group and the
parent company, together with a description or the principal risks and
uncertainties that they face.
Independent auditor's report
To the members of Bisichi Mining PLC
We have audited the financial statements of Bisichi Mining PLC for the year
ended 31 December 2015 which comprise the consolidated income statement, the
consolidated statement of comprehensive income, the consolidated balance sheet,
the consolidated statement of changes in shareholders' equity, the consolidated
cash flow statement, the parent company balance sheet, the parent company
statement of changes in equity and the related notes. The financial reporting
framework that has been applied in the preparation of the group financial
statements is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union. The financial reporting framework
that has been applied in preparation of the parent company financial statements
is applicable law and United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice).
This report is made solely to the company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company's members those matters we are
required to state to them in an auditor's report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company's members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors' responsibilities, the
directors are responsible for the preparation of the financial
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