REG - European Metals Hldg - Corporate Governance Statement
31/03/2025 10:00
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RNS Number : 9093C European Metals Holdings Limited 31 March 2025
For immediate
release
31 March 2025
European Metals Holdings Limited
TRANSITIONAL FINANCIAL YEAR GOVERNANCE STATEMENT
European Metals Holdings Limited (ASX & AIM: EMH, OTCQX and OTCQB: EMHXY
and EMHLF) ("European Metals" or the "Company") announces the Company's
Corporate Governance Statement.
The Corporate Governance Statement has been released on the Australian Stock
Exchange ("ASX") as required under the listing rules of the ASX.
For further information please contact:
European Metals Holdings Limited
Keith Coughlan, Executive Chairman Tel: +61 (0) 419 996 333
Email: keith@europeanmet.com (mailto:keith@europeanmet.com)
Kiran Morzaria, Non-Executive Director Tel: +44 (0) 20 7440 0647
Henko Vos, Company Secretary Tel: +61 (0) 400 550 042
Email: cosec (mailto:shannon@europeanmet.com) @europeanmet.com
Zeus Capital Limited (Nomad & Broker)
James Joyce / Darshan Patel/ Gabriella Zwarts Tel: +44 (0) 203 829 5000
(Corporate Finance)
Harry Ansell (Broking)
BlytheRay (Financial PR)
Tim Blythe Tel: +44 (0) 20 7138 3222
Megan Ray
Chapter 1 Advisors (Financial PR - Aus)
David Tasker Tel: +61 (0) 433 112 936
ASX CORPORATE GOVERNANCE STATEMENT
This Corporate Governance summary discloses the extent to which the Company
followed the recommendations set by the ASX Corporate Governance Council in
its publication 'Corporate Governance Principles and Recommendations (4(th)
Edition)' (Recommendations) during the period ended 31 December 2024. The
Recommendations are not mandatory; however, the Recommendations that will not
be followed have been identified and reasons have been provided for not
following them.
The Company's Corporate Governance Plan and Policies has been posted on the
Company's website at https://www.europeanmet.com/corporate-governance/
(https://www.europeanmet.com/corporate-governance/) .
Principles and RECOMMENDATIONs COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 Yes The Company has adopted a Board Charter.
A listed entity should have and disclose a board charter setting out: The Board Charter sets out the specific responsibilities of the Board,
requirements as to the Board's composition, the roles and responsibilities of
(a) the respective roles and responsibilities of its board and management; the Chairman and Company Secretary, the establishment, operation and
and management of Board Committees, directors' access to Company records and
information, details of the Board's relationship with management, details of
(b) those matters expressly reserved to the board and those delegated to the Board's performance review, and details of the Board's disclosure policy.
management.
A copy of the Company's Board Charter is stated in the Corporate Governance
Plan, which is available on the Company's website.
Recommendation 1.2 Yes (a) The Company has detailed guidelines for the appointment and selection
of the Board. The Company's Corporate Governance Plan and Policies requires
A listed entity should: the Board to undertake appropriate checks before appointing a person or
putting forward to security holders a candidate for election, as a director.
(a) undertake appropriate checks before appointing a director or senior No new appointments were made during the 6 month period to 31 December 2024
executive or putting someone forward for election as a director; and and up to the date of this statement.
(b) provide security holders with all material information in its (b) Material information relevant to any decision on whether or not to
possession relevant to a decision on whether or not to elect or re-elect a elect or re-elect a director will be provided to security holders in the
director. notice of meeting holding the resolution to elect or re-elect the director.
Recommendation 1.3 Yes The Company's Corporate Governance Plan and Policies requires the Board to
ensure that each director and senior executive is a party to a written
A listed entity should have a written agreement with each director and senior agreement with the Company which sets out the terms of that director's or
executive setting out the terms of their appointment. senior executive's appointment.
Recommendation 1.4 Yes The Company Secretary is appointed and removed by, and is accountable directly
to, the Board.
The company secretary of a listed entity should be accountable directly to the
board, through the chair, on all matters to do with the proper functioning of The Company Secretary has access to all Board members and the main functions
the board. of the role are to assist in advising the Board on governance matters and
monitoring compliance with board and committee procedures. The role of the
Company Secretary is summarised in the Company's Board Charter and are
reflective of the Recommendations.
Recommendation 1.5 Partial The Company has adopted a Diversity Policy in the Corporate Governance Plan
and Policies which is available on the company website.
A listed entity should:
The Company's Diversity Policy does not include measurable objectives as the
(a) have and disclose a diversity policy; Board believes that the Company will not be able to successfully meet these
given the current size and stage of development of the Company. If the
(b) through its board or a committee of the board set measurable Company's activities increase in size, nature and scope in the future, then
objectives for achieving gender diversity in the composition of its board, appropriate measurable objectives will be set and put into place.
senior executives, and workforce generally; and
Notwithstanding the above, the Company strives to provide the best possible
(c) disclose in relation to each reporting period: opportunities for current and prospective employees of all backgrounds in such
a manner that best adds to overall shareholder value and which reflects the
(i) the measurable objectives set for that period to achieve gender values, principles and spirit of the Company's Diversity Policy.
diversity;
At 31 December 2024, the Company had the following ratio of employees:
(ii) the entity's progress towards achieving those objectives; and
Male Female
Board 80% 20%
(iii) either: Senior Executive 100% 0%
Group 83% 17%
(A) the respective proportions of men and women on the board, in
senior executive positions and across the whole workforce (including how the
A senior executive is defined by the Company as a member of the senior
entity has defined "senior executive" for these purposes); or management team as distinct from the Board, being those who have the
opportunity to materially influence the integrity, strategy and operation of
(B) if the entity is a "relevant employer" under the Workplace Gender the Company and its financial performance.
Equality Act, the entity's most recent "Gender Equality Indicators", as
defined in and published under that Act. The Company is not a "relevant employer" under the Workplace Gender Equality
Act 2012.
Recommendation 1.6 Yes The Nomination Committee is responsible for evaluating the performance of the
Board and individual Directors on an annual basis in accordance with its
A listed entity should: Charter. It may do so with the aid of an independent advisor. The Performance
Evaluation Policy can be found in the Company's Corporate Governance Plan.
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees, and individual directors; and The Board periodically discussed the performance and composition of the Board
during the reporting period, considering issues or concerns as they arose.
(b) disclose for each reporting period whether a performance evaluation This ongoing process has remained in-house and informal through the year.
has been undertaken in accordance with that process during or in respect of
that period. A performance review of the Board, Directors and Committees was undertaken
during the reporting period via a roundtable discussion. No material
weaknesses were identified, and no governance changes were deemed necessary.
Recommendation 1.7 Yes (a) The Remuneration Committee is responsible for evaluating the
performance of senior executives.
A listed entity should:
(b) The Company's Corporate Governance Plan and Policies requires the
(a) have and disclose a process for evaluating the performance of its Remuneration Committee to conduct annual performance of the senior executives.
senior executives at least once every reporting period; and Performance Evaluation Policy requires the Company to disclose whether or not
performance evaluations were conducted during the relevant reporting period.
(b) disclose for each reporting period whether a performance evaluation
has been undertaken in accordance with that process during or in respect of The Committee periodically met with senior executives to discuss any issues or
that period. concerns as they arose. This ongoing process has remained in-house and
informal throughout the year.
A performance review was undertaken during the reporting period. No material
weaknesses were identified and no governance changes were deemed necessary.
Principle 2: Structure the board to be effective and add value
Recommendation 2.1 Partial The Company has a Nomination Committee comprising all members of the Board
with Kiran Morzaria being Chairman of the Committee. Ambassador Bloomfield and
The board of a listed entity should: Merrill Gray are considered to be independent.
(a) have a nomination committee which: The role and responsibilities of the Nomination Committee is outlined in the
Nomination Committee Charter of the Corporate Governance Plan and Policies
(i) has at least three members, a majority of whom are independent available online on the Company's website.
directors; and
The Company's objective is to have an appropriate mix of expertise and
(ii) is chaired by an independent director, experience on the Board, and where appropriate its committees, so that the
Board can effectively discharge its corporate governance and oversight
and disclose: responsibilities
(iii) the charter of the committee; The attendance by members is noted in the Directors Report contained within
the Company's Annual Report for the 6 month period ending 31 December 2024.
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of times
the committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a nomination committee, disclose that fact and the
processes it employs to address board succession issues and to ensure that the
board has the appropriate balance of skills, knowledge, experience,
independence, and diversity to enable it to discharge its duties and
responsibilities effectively.
Recommendation 2.2 Yes
Board Skills Matrix Number of directors that meet the skill as at 31 December 2024 and the date of
A listed entity should have and disclose a board skills matrix setting out the this statement
mix of skills that the board currently has or is looking to achieve in its Executive and Non-Executive experience 5
membership. Industry experience and knowledge 5
Leadership 5
Corporate governance and Risk Management 5
Strategic thinking 5
Desired behavioural competencies 5
Geographic experience 5
Capital Markets experience 5
Subject matter expertise
-accounting 3
-capital management 5
-corporate financing 4
-industry taxation 0
-risk management 5
-legal 1
-IT expertise 0
-HR expertise and/or experience in workplace health and safety 5
-marketing 5
-environment and sustainability 5
-community relations 5
External firms are employed to support and maintain taxation, legal, and IT
requirements.
Recommendation 2.3 Yes (a) The Company has accepted the definition of "independence" in the
Recommendations in making the assessments of independence. Ambassador
A listed entity should disclose: Bloomfield and Merrill Gray are considered to be independent. The details of
the directors are disclosed in the Annual Report and Company website.
(a) the names of the directors considered by the board to be independent
directors; (b) The Board Charter requires directors to disclose their interest,
positions, associations, and relationships and requires that the independence
(b) if a director has an interest, position, affiliation, or relationship of directors be regularly assessed by the Board in light of the interests
of the type described in Box 2.3 but the board is of the opinion that it does disclosed by directors. Details of the director interests, positions,
not compromise the independence of the director, the nature of the interest, associations and relationships are provided in the Annual Report and on the
position or relationship in question and an explanation of why the board is of Company website. Each director's independence status is regularly assessed
that opinion; and against Box 2.3.
(c) the length of service of each director. (c) The Board Charter provides for the determination of the directors'
terms and requires the length of service of each director to be disclosed. The
length of service of each director is provided in the Annual Report.
Recommendation 2.4 No The Company did not have a majority of independent directors during the
period. At this time, only Ambassador Bloomfield and Merrill Gray are
A majority of the board of a listed entity should be independent directors. considered to be independent.
Whilst this is not in accordance with the Recommendation, the Board considers
that its current composition is the most appropriate blend of skills and
expertise relevant to the Company's business, size and operations. The Board
is aware of the importance of independent judgement and considers
independence, amongst other things, when new appointments to the Board are
made.
Recommendation 2.5 No The Board Charter provides that where possible, the Chairman of the Board
should be an independent director and not be the same person as the MD of the
The chair of the board of a listed entity should be an independent director Company.
and, in particular, should not be the same person as the CEO of the entity.
Mr Keith Coughlan serves as the Executive Chairman of the Board, a role deemed
beneficial by the Board due to the Company's current stage of development.
As the Company grows in size and complexity, the Board will contemplate the
appointment of an independent chair.
Recommendation 2.6 Yes The Board Charter states that a specific responsibility of the Board is to
procure appropriate professional development opportunities for directors.
A listed entity should have a program for inducting new directors and for
periodically reviewing whether there is a need for existing directors to The Board is responsible for the approval and review of induction and
undertake professional development to maintain the skills and knowledge needed continuing professional development programs and procedures for directors to
to perform their role as directors effectively. ensure that they can effectively discharge their responsibilities.
Principle 3: Instil a culture of acting lawfully, ethically, and responsibly
Recommendation 3.1 Yes The Company has formulated Core Values that are included in the Board Charter
outlined in the Corporate Governance Plan and Policies available on the
A listed entity should articulate and disclose its values. Company's website.
Recommendation 3.2 Yes (a) The Corporate Code of Conduct applies to the Company's directors,
senior executives and employees and is outlined in the Corporate Governance
A listed entity should: Plan and Policies which is on the Company's website.
(a) have and disclose a code of conduct for its directors, senior (b) The Code of Conduct states that any material breaches are to be
executives, and employees; and reported to the Board. No breaches of the code were reported during the year
under review.
(b) ensure that the board or a committee of the board is informed of any
material breaches of that code.
Recommendation 3.3 Yes The Company has a Whistleblower Policy in the Corporate Governance Plan and
Policies which is on the Company's website.
A listed entity should:
The Policy outlines the Company's commitment to encourage the reporting of any
(a) have and disclose a whistleblower policy; and instances of suspected unethical, illegal, fraudulent or undesirable conduct
involving the Company and provides protections and measures so that those
(b) ensure that the board or a committee of the board is informed of any persons who make a report may do so confidentially and without fear of
material incidents reported under that policy. intimidation or reprisal.
The Company confirms that any material incidents under this Policy will be
notified to the Board or a committee of the Board.
Recommendation 3.4 Yes The Company has an Anti-Bribery and Anti-Corruption Policy in the Corporate
Governance Plan and Policies which is on the Company's website.
A listed entity should:
The policy sets out the conduct expected by the Company to minimise the risk
(a) have and disclose an anti-bribery and corruption policy; and of bribery or corruption occurring in connection with its operations and
activities, as well as providing guidance on how to deal with instances of
(b) ensure that the board or committee of the board is informed of any bribery or corruption.
material breaches of that policy.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1 Yes (a) The Company has an Audit and Risk Committee comprising of three
members being Ambassador Bloomfield (Chairman), Kiran Morzaria and Merrill
The board of a listed entity should: Gray. Ambassador Bloomfield and Merrill Gray (the majority) are considered to
be independent, and Ambassador Bloomfield is not the chair of the Board.
(a) have an audit committee which:
The Audit and Risk Committee Charter is outlined in the Corporate Governance
(i) has at least three members, all of whom are non-executive Plan and Policies available on the Company's website.
directors and a majority of whom are independent directors; and
Details regarding the directors' qualifications and experience are contained
(ii) is chaired by an independent director, who is not the chair of in the Director's Report of the Annual Report, with the Committee deemed to be
the board, structured so that it has the relevant accounting and financial expertise
required to discharge its responsibilities.
and disclose:
(iii) the charter of the committee;
The attendance by members is noted in the Directors Report contained within
(iv) the relevant qualifications and experience of the members of the Company's Annual Report for the 6 month period ending 31 December 2024.
the committee; and
(v) in relation to each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have an audit committee, disclose that fact and the
processes it employs that independently verify and safeguard the integrity of
its corporate reporting, including the processes for the appointment and
removal of the external auditor and the rotation of the audit engagement
partner.
Recommendation 4.2 Yes In respect of each statutory financial reporting period, the Board was
provided with a declaration in accordance with S295A of the Corporations Act
The board of a listed entity should, before it approves the entity's financial which is consistent with Recommendation 4.2. The Company complied with this
statements for a financial period, receive from its CEO and CFO a declaration recommendation.
that, in their opinion, the financial records of the entity have been properly
maintained and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the financial position
and performance of the entity and that the opinion has been formed on the
basis of a sound system of risk management and internal control which is
operating effectively.
Recommendation 4.3 Yes The Company is committed to providing clear, concise and factual disclosure of
material information to all investors in its corporate reports. The Company
A listed entity should disclose its process to verify the integrity of any has adopted a process for the preparation, verification and approval of
periodic corporate report it releases to the market that is not audited or corporate reports to confirm the accuracy of those reports. Information
reviewed by an external auditor. published in the Company's periodic cashflow reports, Half Year reports and
others are prepared by the Company's external accountants. Where information
is not subject to an audit, it is verified by Senior Management and approved
by the Board prior to release to the market. (This remains the case also for
externally audited information).
All announcements indicate the relevant approver of releases.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 Yes The Board Charter provides details of the Company's disclosure policy. In
addition, Continuous Disclosure Policy of the Corporate Governance Plan and
A listed entity should have and disclose a written policy for complying with Policies outlines the Company's disclosure requirements as required by the ASX
its continuous disclosure obligations under listing rule 3.1. Listing Rules and other relevant legislation.
The Board Charter and Continuous Disclosure Policy are in the Corporate
Governance Plan and Policies available on the Company website.
Recommendation 5.2 Yes The Board is involved in the review and authorisation of material Company
announcements and therefore has visibility of the nature, quality and
A listed entity should ensure that its board receives copies of all material frequency of information being disclosed to the market.
market announcements promptly after they have been made.
Recommendation 5.3 Yes Materials used in external investor or analyst presentations which are
substantive in nature and which have not previously been disclosed will be
A listed entity that gives a new and substantive investor or analyst released to the ASX prior to their use.
presentation should release a copy of the presentation materials on the ASX
Market Announcements Platform ahead of the presentation.
Principle 6: Respect the rights of security holders
Recommendation 6.1 Yes The Company's website, www.europeanmet.com, provides information about the
Company, its projects, its Board and management and corporate governance
A listed entity should provide information about itself and its governance to documents.
investors via its website.
Recommendation 6.2 Yes The Company has a Shareholder Communications Policy in the Corporate
Governance Plan and Policies which is publicly available on the Company's
A listed entity should have an investor relations program that facilitates website, including the effective use of electronic communications.
effective two-way communication with investors.
Recommendation 6.3 Yes The Company has a Shareholder Communications Policy in the Corporate
Governance Plan and Policies which is publicly available on the Company's
A listed entity should disclose how it facilitates and encourages website. The Policy specifically encourages full participation of shareholders
participation at meetings of security holders. at General Meetings to ensure a high level of accountability and
identification with the Company's strategy and goals and outlines the various
ways in which the Company communicates with shareholders.
Recommendation 6.4 Yes The Board ensures that all substantive resolutions at a meeting of security
holders are decided by poll rather than by a show of hands.
A listed entity should ensure that all substantive resolutions at a meeting of
security holders are decided by a poll rather than by a show of hands.
Recommendation 6.5 Yes The Company provides shareholder materials directly to shareholders through
electronic means. A shareholder may request a hard copy to be posted to
A listed entity should give security holders the option to receive them.
communications from, and send communications to, the entity and its security
registry electronically. The Company's share registry is maintained electronically by Computershare.
Their contact details are disclosed in the Corporate Directory of the Annual
Report.
Principle 7: Recognise and manage risk
Recommendation 7.1 Yes The Company has an Audit and Risk Committee comprising of three members being
Ambassador Bloomfield (Chairman), Kiran Morzaria and Merrill Gray. Ambassador
The board of a listed entity should: Bloomfield and Merrill Gray are considered to be independent, and Ambassador
Bloomfield is not the chair of the Board.
(a) have a committee or committees to oversee risk, each of which:
The Audit and Risk Committee Charter is outlined in the Corporate Governance
(i) has at least three members, a majority of whom are independent Plan and Policies available on the Company's website.
directors; and
Details regarding the directors' qualifications and experience are contained
(ii) is chaired by an independent director, in the Director's Report of the Annual Report, with the Committee deemed to be
structured so that it has the relevant accounting and financial expertise
and disclose: required to discharge its responsibilities.
(iii) the charter of the committee; The attendance by members is noted in the Directors Report contained within
the Company's Annual Report for the 6 month period ending 31 December 2024.
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a risk committee or committees that satisfy (a)
above, disclose that fact and the processes it employs for overseeing the
entity's risk management framework.
Recommendation 7.2 Yes (a) The Company has a Risk Management Policy in the Corporate
Governance Plan and Policies outlining a requirement to identify and measure
The board or a committee of the board should: risk, monitor the environment for emerging factors and trends that affect
these risks, formulate risk management strategies, and monitor the performance
(a) review the entity's risk management framework at least annually to of risk management systems.
satisfy itself that it continues to be sound, and that the entity is operating
with due regard to the risk appetite set by the board; and (b) The Board regularly reviews the Company's risk profile at its
Board meetings and a risk management culture is encouraged amongst employees
(b) disclose, in relation to each reporting period, whether such a review and contractors.
has taken place.
(c) The Audit and Risk Committee routinely reviews a risk register for
the company which uses industry standard practices to rank diverse and wide
ranging risks and to highlight key risks. Each risk on the register has
management action plans identified, to monitor changes, eliminate or
ameliorate.
Recommendation 7.3 Yes (a) The Company does not have an internal audit function.
A listed entity should disclose:
(a) if it has an internal audit function, how the function is structured (b) The Audit and Risk Committee Charter in the Company's Corporate
and what role it performs; or Governance Plan and Policy delegates the responsibility for undertaking and
assessing risk management and internal control effectiveness to the Audit and
(b) if it does not have an internal audit function, that fact and the Risk Committee.
processes it employs for evaluating and continually improving the
effectiveness of its governance, risk management and internal control
processes.
The Board recognises that no cost-effective internal control system will
preclude all errors and irregularities. The Company's risk management and
internal control system is based upon written procedures, policies and
guidelines, an organisational structure that provides an appropriate division
of responsibility, and the selection and training of qualified service
providers and personnel.
The Company's policies are designed to ensure strategic, operational, legal,
reputation and financial risks are identified, assessed effectively, and
efficiently managed and monitored to enable the achievement of the Company's
business objectives.
A number of the Company's activities are also undertaken by external
consultants, given the Company's size and level of current activities, coupled
with the cost benefit this currently provides the Company.
Recommendation 7.4 Yes The Audit and Risk Committee Charter has stewardship of the Company's risk
management systems which assist in identifying and managing potential or
A listed entity should disclose whether it has any material exposure to apparent environmental and social sustainability risks (if appropriate).
environmental or social risks and, if it does, how it manages or intends to
manage those risks. The Company has assessed its exposure to economic risks as high on the basis
that it has no material income and is reliant on the potential exploration
success and project development progress including but not limited mine and
infrastructure design and development, processing flowsheet development and
permitting across all aspects of the project to raise capital to fund
exploration, further project development and project delivery as well as fund
corporate operating costs.
This risk is managed by regularly reviewing future cashflow requirements to
ensure that fundraising is performed in a timely manner and that the Company
remains in a position to pay its debts as and when they fall due.
The Company's corporate ethics includes a strong focus on environmental
responsibility. This approach is integral to ensuring the long-term
sustainability of the Company's mineral processing, mining and exploration
operations.
An Environment, Social and Governance (ESG) Policy has been established to
ensure that its field operations comply with permits and licenses, and have
minimal impact on the surrounding environments and communities. A copy of this
policy is available on the Company's website.
The Company presently has no material exposure to environmental or
sustainability risks, noting that these factors are consistently monitored and
assessed as part of the Company's ongoing work and future development plans.
Finalisation of the site of the processing plant (and associated
infrastructure) for the project whilst a rehabilitated industrial site, may
bring additional specific environmental regulated requirements that are still
being finalised.
A copy of the Company's policies on risk oversight and management of material
business risks is publicly available under the heading Risk Management Policy.
Review of the Company's risk management framework is conducted at least
annually. and during the reporting period the Company has no material exposure
to environmental or sustainability risks.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 Partial (a) The Company's Remuneration Committee comprises two members being Kiran
Morzaria (Chairman) and Ambassador Bloomfield. Ambassador Bloomfield is
The board of a listed entity should: considered to be an independent director.
(a) have a remuneration committee which: The role and responsibilities of the Remuneration Committee is outlined in the
Remuneration Committee Charter of the Corporate Governance Plan and Policies
(i) has at least three members, a majority of whom are independent available on the Company's website. The qualifications, experience, and
directors; and attendance of the members of the Remuneration Committee are detailed in the
Remuneration Report which forms part of the Directors' Report in the Company's
(ii) is chaired by an independent director, Annual Report.
and disclose: The Company does not meet the recommendation of the Remuneration Committee in
terms of having a majority of independent directors. Whilst this is not in
(iii) the charter of the committee; accordance with the Recommendation, the Board considers that its current
composition is the most appropriate blend of skills and expertise relevant to
(iv) the members of the committee; and the Company's business, size and operations. The Board is aware of the
importance of independent judgement and considers independence, amongst other
(v) as at the end of each reporting period, the number of times things, when new appointments to the Board are made.
the committee met throughout the period and the individual attendances of the
members at those meetings; or The full Board approves all management remuneration including the allocation
of options (if any) and involves itself in the nomination, selection and
(b) if it does not have a remuneration committee, disclose that fact and retirement of Directors. No Director may be involved in setting their own
the processes it employs for setting the level and composition of remuneration remuneration or terms and conditions and in such a case, relevant Directors
for directors and senior executives and ensuring that such remuneration is are required to be absent from the full Board discussion.
appropriate and not excessive.
The Board seeks to ensure that collectively its membership represents an
appropriate balance between Directors with experience and knowledge of the
Company and Directors with an external or fresh perspective.
The Board reviews the range of expertise of its members on a regular basis and
seeks to ensure that it has operational and technical expertise relevant to
the operation of the Company. Directors are re-elected, nominated and
appointed to the Board in accordance with the Board's policy on these matters
set out in the Remuneration Committee Charter, the Company's Constitution and
ASX Listing Rules.
The Company's remuneration philosophy, objectives and arrangements are
detailed in the Remuneration Report which forms part of the Directors' Report
in the Company's Annual Report (lodged separately with the ASX).
The Remuneration Committee Charter is publicly available on the Company's
website.
The attendance by members is noted in the Directors Report contained within
the Company's Annual Report for the 6 month period ending 31 December 2024.
Recommendation 8.2 Yes Details of the Company's policies and practices regarding the remuneration of
non-executive directors, executive directors and other senior executives is
A listed entity should separately disclose its policies and practices set out in the Remuneration Report as disclosed in the Company's Directors'
regarding the remuneration of non-executive directors and the remuneration of Report as part of the Company's Annual Report.
executive directors and other senior executives.
Recommendation 8.3 Yes (a) The Company's Remuneration Committee Charter states that the Committee
is required to review, manage, and disclose the policy (if any) on whether
A listed entity which has an equity-based remuneration scheme should: participants are permitted to enter into transactions (whether through the use
of derivatives or otherwise) which limit the economic risk of participating in
(a) have a policy on whether participants are permitted to enter into the scheme. The Board must review and approve any equity-based plans.
transactions (whether through the use of derivatives or otherwise) which limit
the economic risk of participating in the scheme; and (b) A copy of the Company's Corporate Governance Plan and Policies which
includes the Remuneration Committee Charter is available on the Company's
(b) disclose that policy or a summary of it. website.
Principle 9: Additional recommendations that apply only in certain cases
Recommendation 9.1 N/A The Company's directors are all fluent in English.
A listed entity with a director who does not speak the language in which board
or security holder meetings are held or key corporate documents are written
should disclose the processes it has in place to ensure the director
understands and can contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to those
documents.
Recommendation 9.2 N/A The Company is registered in Australia.
A listed entity established outside Australia should ensure that meetings of
security holders are held at a reasonable place and time.
Recommendation 9.3 N/A The Company is registered in Australia.
A listed entity established outside Australia, and an externally managed
listed entity that has an AGM, should ensure that its external auditor attends
its AGM and is available to answer questions from security holders relevant to
the audit.
A senior executive is defined by the Company as a member of the senior
management team as distinct from the Board, being those who have the
opportunity to materially influence the integrity, strategy and operation of
the Company and its financial performance.
The Company is not a "relevant employer" under the Workplace Gender Equality
Act 2012.
Recommendation 1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees, and individual directors; and
(b) disclose for each reporting period whether a performance evaluation
has been undertaken in accordance with that process during or in respect of
that period.
Yes
The Nomination Committee is responsible for evaluating the performance of the
Board and individual Directors on an annual basis in accordance with its
Charter. It may do so with the aid of an independent advisor. The Performance
Evaluation Policy can be found in the Company's Corporate Governance Plan.
The Board periodically discussed the performance and composition of the Board
during the reporting period, considering issues or concerns as they arose.
This ongoing process has remained in-house and informal through the year.
A performance review of the Board, Directors and Committees was undertaken
during the reporting period via a roundtable discussion. No material
weaknesses were identified, and no governance changes were deemed necessary.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for evaluating the performance of its
senior executives at least once every reporting period; and
(b) disclose for each reporting period whether a performance evaluation
has been undertaken in accordance with that process during or in respect of
that period.
Yes
(a) The Remuneration Committee is responsible for evaluating the
performance of senior executives.
(b) The Company's Corporate Governance Plan and Policies requires the
Remuneration Committee to conduct annual performance of the senior executives.
Performance Evaluation Policy requires the Company to disclose whether or not
performance evaluations were conducted during the relevant reporting period.
The Committee periodically met with senior executives to discuss any issues or
concerns as they arose. This ongoing process has remained in-house and
informal throughout the year.
A performance review was undertaken during the reporting period. No material
weaknesses were identified and no governance changes were deemed necessary.
Principle 2: Structure the board to be effective and add value
Recommendation 2.1
The board of a listed entity should:
(a) have a nomination committee which:
(i) has at least three members, a majority of whom are independent
directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of times
the committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a nomination committee, disclose that fact and the
processes it employs to address board succession issues and to ensure that the
board has the appropriate balance of skills, knowledge, experience,
independence, and diversity to enable it to discharge its duties and
responsibilities effectively.
Partial
The Company has a Nomination Committee comprising all members of the Board
with Kiran Morzaria being Chairman of the Committee. Ambassador Bloomfield and
Merrill Gray are considered to be independent.
The role and responsibilities of the Nomination Committee is outlined in the
Nomination Committee Charter of the Corporate Governance Plan and Policies
available online on the Company's website.
The Company's objective is to have an appropriate mix of expertise and
experience on the Board, and where appropriate its committees, so that the
Board can effectively discharge its corporate governance and oversight
responsibilities
The attendance by members is noted in the Directors Report contained within
the Company's Annual Report for the 6 month period ending 31 December 2024.
Recommendation 2.2
A listed entity should have and disclose a board skills matrix setting out the
mix of skills that the board currently has or is looking to achieve in its
membership.
Yes
Board Skills Matrix Number of directors that meet the skill as at 31 December 2024 and the date of
this statement
Executive and Non-Executive experience 5
Industry experience and knowledge 5
Leadership 5
Corporate governance and Risk Management 5
Strategic thinking 5
Desired behavioural competencies 5
Geographic experience 5
Capital Markets experience 5
Subject matter expertise
- accounting 3
- capital management 5
- corporate financing 4
- industry taxation 0
- risk management 5
- legal 1
- IT expertise 0
- HR expertise and/or experience in workplace health and safety 5
- marketing 5
- environment and sustainability 5
- community relations 5
External firms are employed to support and maintain taxation, legal, and IT
requirements.
Recommendation 2.3
A listed entity should disclose:
(a) the names of the directors considered by the board to be independent
directors;
(b) if a director has an interest, position, affiliation, or relationship
of the type described in Box 2.3 but the board is of the opinion that it does
not compromise the independence of the director, the nature of the interest,
position or relationship in question and an explanation of why the board is of
that opinion; and
(c) the length of service of each director.
Yes
(a) The Company has accepted the definition of "independence" in the
Recommendations in making the assessments of independence. Ambassador
Bloomfield and Merrill Gray are considered to be independent. The details of
the directors are disclosed in the Annual Report and Company website.
(b) The Board Charter requires directors to disclose their interest,
positions, associations, and relationships and requires that the independence
of directors be regularly assessed by the Board in light of the interests
disclosed by directors. Details of the director interests, positions,
associations and relationships are provided in the Annual Report and on the
Company website. Each director's independence status is regularly assessed
against Box 2.3.
(c) The Board Charter provides for the determination of the directors'
terms and requires the length of service of each director to be disclosed. The
length of service of each director is provided in the Annual Report.
Recommendation 2.4
A majority of the board of a listed entity should be independent directors.
No
The Company did not have a majority of independent directors during the
period. At this time, only Ambassador Bloomfield and Merrill Gray are
considered to be independent.
Whilst this is not in accordance with the Recommendation, the Board considers
that its current composition is the most appropriate blend of skills and
expertise relevant to the Company's business, size and operations. The Board
is aware of the importance of independent judgement and considers
independence, amongst other things, when new appointments to the Board are
made.
Recommendation 2.5
The chair of the board of a listed entity should be an independent director
and, in particular, should not be the same person as the CEO of the entity.
No
The Board Charter provides that where possible, the Chairman of the Board
should be an independent director and not be the same person as the MD of the
Company.
Mr Keith Coughlan serves as the Executive Chairman of the Board, a role deemed
beneficial by the Board due to the Company's current stage of development.
As the Company grows in size and complexity, the Board will contemplate the
appointment of an independent chair.
Recommendation 2.6
A listed entity should have a program for inducting new directors and for
periodically reviewing whether there is a need for existing directors to
undertake professional development to maintain the skills and knowledge needed
to perform their role as directors effectively.
Yes
The Board Charter states that a specific responsibility of the Board is to
procure appropriate professional development opportunities for directors.
The Board is responsible for the approval and review of induction and
continuing professional development programs and procedures for directors to
ensure that they can effectively discharge their responsibilities.
Principle 3: Instil a culture of acting lawfully, ethically, and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values.
Yes
The Company has formulated Core Values that are included in the Board Charter
outlined in the Corporate Governance Plan and Policies available on the
Company's website.
Recommendation 3.2
A listed entity should:
(a) have and disclose a code of conduct for its directors, senior
executives, and employees; and
(b) ensure that the board or a committee of the board is informed of any
material breaches of that code.
Yes
(a) The Corporate Code of Conduct applies to the Company's directors,
senior executives and employees and is outlined in the Corporate Governance
Plan and Policies which is on the Company's website.
(b) The Code of Conduct states that any material breaches are to be
reported to the Board. No breaches of the code were reported during the year
under review.
Recommendation 3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is informed of any
material incidents reported under that policy.
Yes
The Company has a Whistleblower Policy in the Corporate Governance Plan and
Policies which is on the Company's website.
The Policy outlines the Company's commitment to encourage the reporting of any
instances of suspected unethical, illegal, fraudulent or undesirable conduct
involving the Company and provides protections and measures so that those
persons who make a report may do so confidentially and without fear of
intimidation or reprisal.
The Company confirms that any material incidents under this Policy will be
notified to the Board or a committee of the Board.
Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
(b) ensure that the board or committee of the board is informed of any
material breaches of that policy.
Yes
The Company has an Anti-Bribery and Anti-Corruption Policy in the Corporate
Governance Plan and Policies which is on the Company's website.
The policy sets out the conduct expected by the Company to minimise the risk
of bribery or corruption occurring in connection with its operations and
activities, as well as providing guidance on how to deal with instances of
bribery or corruption.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The board of a listed entity should:
(a) have an audit committee which:
(i) has at least three members, all of whom are non-executive
directors and a majority of whom are independent directors; and
(ii) is chaired by an independent director, who is not the chair of
the board,
and disclose:
(iii) the charter of the committee;
(iv) the relevant qualifications and experience of the members of
the committee; and
(v) in relation to each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have an audit committee, disclose that fact and the
processes it employs that independently verify and safeguard the integrity of
its corporate reporting, including the processes for the appointment and
removal of the external auditor and the rotation of the audit engagement
partner.
Yes
(a) The Company has an Audit and Risk Committee comprising of three
members being Ambassador Bloomfield (Chairman), Kiran Morzaria and Merrill
Gray. Ambassador Bloomfield and Merrill Gray (the majority) are considered to
be independent, and Ambassador Bloomfield is not the chair of the Board.
The Audit and Risk Committee Charter is outlined in the Corporate Governance
Plan and Policies available on the Company's website.
Details regarding the directors' qualifications and experience are contained
in the Director's Report of the Annual Report, with the Committee deemed to be
structured so that it has the relevant accounting and financial expertise
required to discharge its responsibilities.
The attendance by members is noted in the Directors Report contained within
the Company's Annual Report for the 6 month period ending 31 December 2024.
Recommendation 4.2
The board of a listed entity should, before it approves the entity's financial
statements for a financial period, receive from its CEO and CFO a declaration
that, in their opinion, the financial records of the entity have been properly
maintained and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the financial position
and performance of the entity and that the opinion has been formed on the
basis of a sound system of risk management and internal control which is
operating effectively.
Yes
In respect of each statutory financial reporting period, the Board was
provided with a declaration in accordance with S295A of the Corporations Act
which is consistent with Recommendation 4.2. The Company complied with this
recommendation.
Recommendation 4.3
A listed entity should disclose its process to verify the integrity of any
periodic corporate report it releases to the market that is not audited or
reviewed by an external auditor.
Yes
The Company is committed to providing clear, concise and factual disclosure of
material information to all investors in its corporate reports. The Company
has adopted a process for the preparation, verification and approval of
corporate reports to confirm the accuracy of those reports. Information
published in the Company's periodic cashflow reports, Half Year reports and
others are prepared by the Company's external accountants. Where information
is not subject to an audit, it is verified by Senior Management and approved
by the Board prior to release to the market. (This remains the case also for
externally audited information).
All announcements indicate the relevant approver of releases.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a written policy for complying with
its continuous disclosure obligations under listing rule 3.1.
Yes
The Board Charter provides details of the Company's disclosure policy. In
addition, Continuous Disclosure Policy of the Corporate Governance Plan and
Policies outlines the Company's disclosure requirements as required by the ASX
Listing Rules and other relevant legislation.
The Board Charter and Continuous Disclosure Policy are in the Corporate
Governance Plan and Policies available on the Company website.
Recommendation 5.2
A listed entity should ensure that its board receives copies of all material
market announcements promptly after they have been made.
Yes
The Board is involved in the review and authorisation of material Company
announcements and therefore has visibility of the nature, quality and
frequency of information being disclosed to the market.
Recommendation 5.3
A listed entity that gives a new and substantive investor or analyst
presentation should release a copy of the presentation materials on the ASX
Market Announcements Platform ahead of the presentation.
Yes
Materials used in external investor or analyst presentations which are
substantive in nature and which have not previously been disclosed will be
released to the ASX prior to their use.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself and its governance to
investors via its website.
Yes
The Company's website, www.europeanmet.com, provides information about the
Company, its projects, its Board and management and corporate governance
documents.
Recommendation 6.2
A listed entity should have an investor relations program that facilitates
effective two-way communication with investors.
Yes
The Company has a Shareholder Communications Policy in the Corporate
Governance Plan and Policies which is publicly available on the Company's
website, including the effective use of electronic communications.
Recommendation 6.3
A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
Yes
The Company has a Shareholder Communications Policy in the Corporate
Governance Plan and Policies which is publicly available on the Company's
website. The Policy specifically encourages full participation of shareholders
at General Meetings to ensure a high level of accountability and
identification with the Company's strategy and goals and outlines the various
ways in which the Company communicates with shareholders.
Recommendation 6.4
A listed entity should ensure that all substantive resolutions at a meeting of
security holders are decided by a poll rather than by a show of hands.
Yes
The Board ensures that all substantive resolutions at a meeting of security
holders are decided by poll rather than by a show of hands.
Recommendation 6.5
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity and its security
registry electronically.
Yes
The Company provides shareholder materials directly to shareholders through
electronic means. A shareholder may request a hard copy to be posted to
them.
The Company's share registry is maintained electronically by Computershare.
Their contact details are disclosed in the Corporate Directory of the Annual
Report.
Principle 7: Recognise and manage risk
Recommendation 7.1
The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of which:
(i) has at least three members, a majority of whom are independent
directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a risk committee or committees that satisfy (a)
above, disclose that fact and the processes it employs for overseeing the
entity's risk management framework.
Yes
The Company has an Audit and Risk Committee comprising of three members being
Ambassador Bloomfield (Chairman), Kiran Morzaria and Merrill Gray. Ambassador
Bloomfield and Merrill Gray are considered to be independent, and Ambassador
Bloomfield is not the chair of the Board.
The Audit and Risk Committee Charter is outlined in the Corporate Governance
Plan and Policies available on the Company's website.
Details regarding the directors' qualifications and experience are contained
in the Director's Report of the Annual Report, with the Committee deemed to be
structured so that it has the relevant accounting and financial expertise
required to discharge its responsibilities.
The attendance by members is noted in the Directors Report contained within
the Company's Annual Report for the 6 month period ending 31 December 2024.
Recommendation 7.2
The board or a committee of the board should:
(a) review the entity's risk management framework at least annually to
satisfy itself that it continues to be sound, and that the entity is operating
with due regard to the risk appetite set by the board; and
(b) disclose, in relation to each reporting period, whether such a review
has taken place.
Yes
(a) The Company has a Risk Management Policy in the Corporate
Governance Plan and Policies outlining a requirement to identify and measure
risk, monitor the environment for emerging factors and trends that affect
these risks, formulate risk management strategies, and monitor the performance
of risk management systems.
(b) The Board regularly reviews the Company's risk profile at its
Board meetings and a risk management culture is encouraged amongst employees
and contractors.
(c) The Audit and Risk Committee routinely reviews a risk register for
the company which uses industry standard practices to rank diverse and wide
ranging risks and to highlight key risks. Each risk on the register has
management action plans identified, to monitor changes, eliminate or
ameliorate.
Recommendation 7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the function is structured
and what role it performs; or
(b) if it does not have an internal audit function, that fact and the
processes it employs for evaluating and continually improving the
effectiveness of its governance, risk management and internal control
processes.
Yes
(a) The Company does not have an internal audit function.
(b) The Audit and Risk Committee Charter in the Company's Corporate
Governance Plan and Policy delegates the responsibility for undertaking and
assessing risk management and internal control effectiveness to the Audit and
Risk Committee.
The Board recognises that no cost-effective internal control system will
preclude all errors and irregularities. The Company's risk management and
internal control system is based upon written procedures, policies and
guidelines, an organisational structure that provides an appropriate division
of responsibility, and the selection and training of qualified service
providers and personnel.
The Company's policies are designed to ensure strategic, operational, legal,
reputation and financial risks are identified, assessed effectively, and
efficiently managed and monitored to enable the achievement of the Company's
business objectives.
A number of the Company's activities are also undertaken by external
consultants, given the Company's size and level of current activities, coupled
with the cost benefit this currently provides the Company.
Recommendation 7.4
A listed entity should disclose whether it has any material exposure to
environmental or social risks and, if it does, how it manages or intends to
manage those risks.
Yes
The Audit and Risk Committee Charter has stewardship of the Company's risk
management systems which assist in identifying and managing potential or
apparent environmental and social sustainability risks (if appropriate).
The Company has assessed its exposure to economic risks as high on the basis
that it has no material income and is reliant on the potential exploration
success and project development progress including but not limited mine and
infrastructure design and development, processing flowsheet development and
permitting across all aspects of the project to raise capital to fund
exploration, further project development and project delivery as well as fund
corporate operating costs.
This risk is managed by regularly reviewing future cashflow requirements to
ensure that fundraising is performed in a timely manner and that the Company
remains in a position to pay its debts as and when they fall due.
The Company's corporate ethics includes a strong focus on environmental
responsibility. This approach is integral to ensuring the long-term
sustainability of the Company's mineral processing, mining and exploration
operations.
An Environment, Social and Governance (ESG) Policy has been established to
ensure that its field operations comply with permits and licenses, and have
minimal impact on the surrounding environments and communities. A copy of this
policy is available on the Company's website.
The Company presently has no material exposure to environmental or
sustainability risks, noting that these factors are consistently monitored and
assessed as part of the Company's ongoing work and future development plans.
Finalisation of the site of the processing plant (and associated
infrastructure) for the project whilst a rehabilitated industrial site, may
bring additional specific environmental regulated requirements that are still
being finalised.
A copy of the Company's policies on risk oversight and management of material
business risks is publicly available under the heading Risk Management Policy.
Review of the Company's risk management framework is conducted at least
annually. and during the reporting period the Company has no material exposure
to environmental or sustainability risks.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The board of a listed entity should:
(a) have a remuneration committee which:
(i) has at least three members, a majority of whom are independent
directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of times
the committee met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a remuneration committee, disclose that fact and
the processes it employs for setting the level and composition of remuneration
for directors and senior executives and ensuring that such remuneration is
appropriate and not excessive.
Partial
(a) The Company's Remuneration Committee comprises two members being Kiran
Morzaria (Chairman) and Ambassador Bloomfield. Ambassador Bloomfield is
considered to be an independent director.
The role and responsibilities of the Remuneration Committee is outlined in the
Remuneration Committee Charter of the Corporate Governance Plan and Policies
available on the Company's website. The qualifications, experience, and
attendance of the members of the Remuneration Committee are detailed in the
Remuneration Report which forms part of the Directors' Report in the Company's
Annual Report.
The Company does not meet the recommendation of the Remuneration Committee in
terms of having a majority of independent directors. Whilst this is not in
accordance with the Recommendation, the Board considers that its current
composition is the most appropriate blend of skills and expertise relevant to
the Company's business, size and operations. The Board is aware of the
importance of independent judgement and considers independence, amongst other
things, when new appointments to the Board are made.
The full Board approves all management remuneration including the allocation
of options (if any) and involves itself in the nomination, selection and
retirement of Directors. No Director may be involved in setting their own
remuneration or terms and conditions and in such a case, relevant Directors
are required to be absent from the full Board discussion.
The Board seeks to ensure that collectively its membership represents an
appropriate balance between Directors with experience and knowledge of the
Company and Directors with an external or fresh perspective.
The Board reviews the range of expertise of its members on a regular basis and
seeks to ensure that it has operational and technical expertise relevant to
the operation of the Company. Directors are re-elected, nominated and
appointed to the Board in accordance with the Board's policy on these matters
set out in the Remuneration Committee Charter, the Company's Constitution and
ASX Listing Rules.
The Company's remuneration philosophy, objectives and arrangements are
detailed in the Remuneration Report which forms part of the Directors' Report
in the Company's Annual Report (lodged separately with the ASX).
The Remuneration Committee Charter is publicly available on the Company's
website.
The attendance by members is noted in the Directors Report contained within
the Company's Annual Report for the 6 month period ending 31 December 2024.
Recommendation 8.2
A listed entity should separately disclose its policies and practices
regarding the remuneration of non-executive directors and the remuneration of
executive directors and other senior executives.
Yes
Details of the Company's policies and practices regarding the remuneration of
non-executive directors, executive directors and other senior executives is
set out in the Remuneration Report as disclosed in the Company's Directors'
Report as part of the Company's Annual Report.
Recommendation 8.3
A listed entity which has an equity-based remuneration scheme should:
(a) have a policy on whether participants are permitted to enter into
transactions (whether through the use of derivatives or otherwise) which limit
the economic risk of participating in the scheme; and
(b) disclose that policy or a summary of it.
Yes
(a) The Company's Remuneration Committee Charter states that the Committee
is required to review, manage, and disclose the policy (if any) on whether
participants are permitted to enter into transactions (whether through the use
of derivatives or otherwise) which limit the economic risk of participating in
the scheme. The Board must review and approve any equity-based plans.
(b) A copy of the Company's Corporate Governance Plan and Policies which
includes the Remuneration Committee Charter is available on the Company's
website.
Principle 9: Additional recommendations that apply only in certain cases
Recommendation 9.1
A listed entity with a director who does not speak the language in which board
or security holder meetings are held or key corporate documents are written
should disclose the processes it has in place to ensure the director
understands and can contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to those
documents.
N/A
The Company's directors are all fluent in English.
Recommendation 9.2
A listed entity established outside Australia should ensure that meetings of
security holders are held at a reasonable place and time.
N/A
The Company is registered in Australia.
Recommendation 9.3
A listed entity established outside Australia, and an externally managed
listed entity that has an AGM, should ensure that its external auditor attends
its AGM and is available to answer questions from security holders relevant to
the audit.
N/A
The Company is registered in Australia.
QCA CORPORATE GOVERNANCE REPORT
The following sets out the Company's Corporate Governance Report in accordance
with the AIM Rules for Companies, a copy of which is also available from the
Company's website at:
https://www.europeanmet.com/aim-rule-26/
(https://www.europeanmet.com/aim-rule-26/)
INTRODUCTION
In April 2018, the Quoted Companies Alliance (QCA) published an updated
version of its Code which provides UK small and mid-sized companies such as
European Metals Limited with a corporate governance framework that is
appropriate for a Company of our size and nature. The Board considers the
principles and recommendations contained in the QCA Code are appropriate and
have therefore chosen to apply the QCA Code.
The updated 2018 QCA Code has 10 principles that should be applied. Each
principle is listed below together with an explanation of how the Company
applies or otherwise departs from each of the principles.
PRINCIPLE ONE
Business Model and Strategy
Geomet s.r.o. controls the mineral exploration licenses awarded by the Czech
State over the Cinovec Lithium Project. Geomet s.r.o. is owned 49% by European
Metals and 51% by CEZ a.s. through its wholly owned subsidiary, SDAS. Cinovec
hosts a globally significant hard rock lithium deposit with a total Indicated
Mineral Resource of 360.2Mt at 0.44% Li(2)O and 0.05% Sn and an Inferred
Mineral Resource of 294.7Mt at 0.39% Li(2)O and 0.05% Sn containing a combined
7.39 million tonnes Lithium Carbonate Equivalent and 335.1kt of tin reported
13 October 2021. An initial Probable Ore Reserve of 34.5Mt at 0.65% Li(2)O and
0.09% Sn reported 4 July 2017 has been declared to cover the first 20 years
mining at an output of 22,500tpa of lithium carbonate reported 11 July 2018.
On 19 January 2022, EMH provided an update to the 2019 PFS Update, conducted
by specialist independent consultants, which indicates a post-tax NPV of
USD1.938B and a post-tax IRR of 36.3% and confirmed that the Cinovec Project
is a potential low operating cost producer of battery-grade lithium hydroxide
or battery grade lithium carbonate, as markets demand. It confirmed the
deposit is amenable to bulk underground mining. Metallurgical test-work has
produced both battery grade lithium hydroxide and battery grade lithium
carbonate in addition to high-grade tin concentrate at excellent recoveries.
Cinovec is centrally located for European end-users and is well serviced by
infrastructure, with a sealed road adjacent to the deposit, rail lines located
near the deposit and an active 22 kV transmission line running to the historic
mine. As the deposit lies in an active mining region, it has strong community
support.
The quantity of these resources directly attributable to the Company is
equivalent to the 49% shareholding the Company has in Geomet s.r.o.
This makes Cinovec the largest hard rock lithium deposit in Europe, the fifth
largest non-brine deposit in the world and a globally significant tin
resource.
Parts of the ore body near surface have been mined for tin since the 14th
Century with mining continued into the 20th Century. The lithium-bearing
orebody below surface previously had over 400,000 tonnes of ore mined as a
trial sub-level open stope mining operation for tin mineralisation in the
1980's.
On 26 March 2025, Cinovec was confirmed as having been designated a
strategically significant Critical Minerals Project by the European Union.
On 26 April 2024, with further clarifications released to the market on 27
November 2024, the processing plant site for Cinovec was confirmed as being at
Prunerov. Specifically on the site of the former Prunéřov 1 Power Station
which was decommissioned in 2020. Prunerov is a distance of approximately 59
km using existing rail infrastructure from Dukla (the nearest rail connection
point to Cinovec's mine portal). At Dukla ore will be loaded onto trains for
transport to Prunéřov, which is owned and operated by CEZ.
The Cinovec processing plant (flowsheet) comprises of a Front-End Comminution
and Beneficiation circuit (FECAB) and Lithium Chemical Plant circuit (LCP) in
combination producing Lithium Hydroxide or Lithium Carbonate end products,
depending on market demand for these.
The Definitive Feasbility Study (DFS) for the overall Cinovec Prjoect,
building on the Pre Feasibility Study (PFS) released in 2019 is being worked
on and is expected to be released in the middle of 2025. The DFS is the next
step in standard project development cycle for projects such as Cinovec to
progress projects based on further detailed engineering and financial
assessments towards final investment decision, construction and into
operation.
PRINCIPLE TWO
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having
constructive dialogue with its shareholders. The Company has close ongoing
relationships with its private shareholders. Institutional shareholders and
analysts have the opportunity to discuss issues and provide feedback at
meetings with the Company. In addition, all shareholders are encouraged to
attend the Company's Annual General Meeting. Investors also have access to
current information on the Company though its website, www.europeanmet.com,
and via Keith Coughlan, Executive Chairman, who is available to answer
investor relations enquiries.
The Company has adopted a Shareholder Communications Policy which aims to
promote and facilitate effective two-way communication with investors. The
Shareholder Communications Strategy outlines a range of ways in which
information is communicated to shareholders.
The Shareholder Communications Policy can be found in Corporate Governance
Plan and Policies, which is available on the Company website,
www.europeanmet.com/corporate-governance
(http://www.europeanmet.com/corporate-governance) .
PRINCIPLE THREE
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Company is reliant upon
the efforts of the employees of the Company and its contractors, suppliers,
regulators, and other stakeholders.
The Company is working to be a socially responsible, premier lithium product
producer that can positively impact stakeholders, communities and the host
nation. This drives the Company's strategic decision-making and is reflected
across our ESG profile. As the Cinovec project progresses, these ESG
principles will continue to guide the Company to ensure Cinovec contributes
to Europe's sustainable future.
Additionally, the Company has close ongoing relationships with a broad range
of its stakeholders and provides them with the opportunity to raise issues and
provide feedback to the Company.
PRINCIPLE FOUR
Risk Management
The Board has established an Audit and Risk Committee which, at 31 December
2024, was comprised of directors Ambassador Lincoln Bloomfield (Chairman of
Audit and Risk Committee), Kiran Morzaria and Merrill Gray. The role and
responsibilities of the Audit and Risk Committee are outlined in the Audit and
Risk Committee Charter of the Company's Corporate Governance Plan and Policies
available online on the Company's website,
www.europeanmet.com/corporate-governance
(http://www.europeanmet.com/corporate-governance) .
The Board devotes time at board meetings to fulfilling the roles and
responsibilities associated with overseeing risk and maintaining the entity's
risk management framework and associated internal compliance and control
procedures.
The Company's process for risk management and internal compliance includes a
requirement to identify and measure risk, monitor the environment for emerging
factors and trends that affect these risks, formulate risk management
strategies, and monitor the performance of risk management systems. Risk
Management Policy includes the Corporate Governance Plan and Policies which
detail the Company's disclosure requirements with respect to the risk
management review procedure and internal compliance and controls.
The Board Charter requires the Board to disclose the number of times the Board
met throughout the relevant reporting period, and the individual attendances
of the members at those meetings. Details of the meetings will be provided in
the Company's Annual Report.
PRINCIPLE FIVE
A Well-Functioning Board of Directors
The Board currently comprises of 5 members: 2 executive members (the Executive
Chairman, Keith Coughlan and Executive Director, Richard Pavlik) and 3
non-executive members (Kiran Morzaria, Ambassador Lincoln Bloomfield and
Merrill Gray). Biographical details of the current directors are set out
within Principle Six below. Pursuant to Section 10.4 of the Company's
Constitution, a retiring director shall be eligible for re-election. All the
executive directors are full time, and the non-executive directors are
considered to be part time but are expected to provide as much time to the
Company as is required.
All letters of appointment of directors are available for inspection at the
Company's registered office during normal business hours.The Board elects a
Chairman to chair every meeting.
The Board holds formal meetings periodically as issues arise and require more
details. The directors are in contact and discuss all necessary issues on a
regular basis and to ensure that the non-executive directors, while not
involved in the day to day running of the Company, are still kept up to date
on a regular basis.
The Company has established an Audit and Risk Committee, a Remuneration
Committee, a Nomination Committee, and an Environment, Social and Governance
Committee, particulars of which are set out in Principle Nine below.
The QCA recommends a balance between executive and non-executive directors and
recommends that there be two independent non-executives. Kiran Morzaria,
Ambassador Lincoln Bloomfield and Merrill Gray are considered by the Board to
be independent.
The Board is comprised of 2 executive members and 3 non-executive members.
The details of the directors are disclosed in the Annual Report and Company
website, www.europeanmet.com/directors-and-senior-management
(http://www.europeanmet.com/directors-and-senior-management) .
The Board Charter requires directors to disclose their interest, positions,
associations, and relationships and requires that the independence of
directors is regularly assessed by the Board in light of the interests
disclosed by directors. Details of the director's interests, positions,
associations and relationships are provided in the Annual Report and Company
website, www.europeanmet.com/directors-and-senior-management
(http://www.europeanmet.com/directors-and-senior-management) .
The Board Charter provides for the determination of the directors' terms and
requires the length of service of each director to be disclosed. The length of
service of each director is provided in the Annual Report and Company website,
www.europeanmet.com/directors-and-senior-management
(http://www.europeanmet.com/directors-and-senior-management) . The Corporate
Code of Conduct, which applies to the Company's directors, senior executives
and employees is included in the Corporate Governance Plan and Policies which
is on the Company's website, www.europeanmet.com/corporate-governance
(http://www.europeanmet.com/corporate-governance) .
PRINCIPLE SIX
Appropriate Skills and Experience of the Directors
The Company believes the current balance of skills in the Board as a whole,
reflects a very broad range of commercial and professional skills across
geographies and industries, and each of the directors has experience in public
markets. An assessment of the Board's skills and expertise is also set out in
the Corporate Governance Report included in the Company's Annual Report, and
which is available on the Company's website,
https://www.europeanmet.com/shareholdercentre-reports.
The Board shall review annually the appropriateness and opportunity for
continuing professional development whether formal or informal.
Profiles of the directors are set out below:
Mr Keith Coughlan - Executive Chairman
Mr Coughlan has almost 30 years' experience in stockbroking and funds
management. He has been largely involved in the funding and promoting of
resource companies listed on ASX, AIM and TSX. He has advised various
companies on the identification and acquisition of resource projects and was
previously employed by one of Australia's then largest funds management
organisations. Mr Coughlan is currently Non-Executive Director of Codrus
Minerals Limited (ASX:CDR).
Mr Coughlan is currently a member of the Nomination Committee and the
Environment, Social and Governance Committee.
Mr Richard Pavlik - Executive Director
Mr Pavlik is the Chief Advisor to the CEO of Geomet s.r.o., and is a highly
experienced Czech mining executive. Mr Pavlik holds a Masters Degree in Mining
Engineering from the Technical University of Ostrava in Czech Republic. He is
the former Chief Project Manager and Advisor to the Chief Executive Officer at
OKD. OKD has been a major coal producer in the Czech Republic. He has almost
30 years of relevant industry experience in the Czech Republic. Mr Pavlik also
has experience as a Project Analyst at Normandy Capital in Sydney as part of a
postgraduate program from Swinburne University. Mr Pavlik has held previous
senior positions within OKD and New World Resources as Chief Engineer, and as
Head of Surveying and Geology. He has also served as the Head of the
Supervisory Board of NWR Karbonia, a Polish subsidiary of New World Resources
(UK) Limited. He has an intimate knowledge of mining in the Czech Republic.
Mr Pavlik is currently a member of the Nomination Committee and the
Environment, Social and Governance Committee.
Mr Kiran Morzaria - Non-Executive Director
Mr Morzaria has extensive experience in the mineral resource industry working
in both operational and management roles. He spent the first four years of
his career in exploration, mining, and civil engineering before obtaining his
MBA. Mr Morzaria has served as a director of a number of public companies in
both an executive and non-executive capacity.
Mr Morzaria is currently a member of the Audit and Risk Committee and the
Environment, Social and Governance Committee.
Mr Morzaria is currently Chairman of the Remuneration Committee and the
Nomination Committee.
Ambassador Lincoln Bloomfield - Non-Executive Director
Ambassador Bloomfield is based in Washington, DC, and brings governance and
regulatory experience, years of international diplomacy and security expertise
to the EMH Board, along with a North American presence while his private
sector experience is centred on sustainability, resilience, and renewable
energy.
Ambassador Bloomfield is currently a member of the Remuneration Committee and
the Nomination Committee.
Ambassador Bloomfield is currently Chairman of the Audit and Risk Committee
and the Environment, Social and Governance Committee.
Ms Merrill Gray - Non-Executive Director
Ms Gray is a highly experienced executive and non-executive of ASX and private
companies. Her appointment brings over 30 years of metallurgical and mining
engineering as well as geology experience. This includes across large-scale
new technology project development and production management skills. She
currently works as a global critical minerals and renewable energy (including
hydrogen derivatives) corporate advisor, having previously been MD and CEO of
Syngas Ltd (Founder), Hexagon Energy Materials Limited (now NH3 Clean Energy
Limited) (ASX: NH3) and Co-MD of lithium-ion battery recycling company,
Primobius GmbH. She has significant international experience, including within
the European Union and specifically with German automotive OEM's. Ms Gray
brings experience and networks across the lithium-ion battery supply chain. Ms
Gray is currently Non-Executive Director of AnteoTech Ltd (ASX:ADO).
She holds Bachelor of Engineering and Bachelor of Science degrees, as well as
an MBA, and is a fellow of The Australasian Institute of Mining and Metallurgy
and the Australian Institute of Engineering.
Ms Gray is currently a member of the Nomination Committee, the Audit and Risk
Committee and the Environment, Social and Governance Committee.
PRINCIPLE SEVEN
Evaluation of Board Performance
The Board is responsible for evaluating the performance of the Board and
individual directors on an annual basis. It may do so with the aid of an
independent advisor. The process for this can be found in Performance
Evaluation Policy of the Company's Corporate Governance Plan and Policies
which requires the Board to disclose whether or not performance evaluations
were conducted during the relevant reporting period.
Due to the size of the Board and the nature of the business, it has not been
deemed necessary to institute a formal documented performance review program
of individuals. However, the Chairman intends to conduct formal reviews each
financial year whereby the performance of the Board as a whole and the
individual contributions of each director are disclosed. The Board considers
that at this stage of the Company's development an informal process is
appropriate.
The review will help determine whether the Board's performance is appropriate
and efficient with respect to the Board Charter.
The Board regularly reviews its skill base and whether it remains appropriate
for the Company's operational, legal, and financial requirements. New
directors are obliged to participate in the Company's induction process, which
provides a comprehensive understanding of the Company, its objectives, and the
market in which the Company operates.
Directors are encouraged to avail themselves of resources required to fulfil
the performance of their duties.
PRINCIPLE EIGHT
Corporate Culture
The Corporate Code of Conduct applies to the Company's directors, senior
executives and employees.
The purpose of the Corporate Code of Conduct is to provide a framework for
decisions and actions in relation to ethical conduct in employment. It
underpins the Company's commitment to integrity and fair dealing in its
business affairs and to a duty of care to all employees, clients, and
stakeholders. The document sets out the principles covering appropriate
conduct in a variety of contexts and outlines the minimum standard of
behaviour expected from employees.
The directors consider that at present the Company has an open culture
facilitating comprehensive dialogue and feedback and enabling positive and
constructive challenge. The Company has adopted, with effect from the date on
which its shares were admitted to AIM, a code for directors' and employees'
dealings in securities which is appropriate for a company whose securities are
traded on AIM and is in accordance with the requirements of the Market Abuse
Regulation which came into effect in 2016.
PRINCIPLE NINE
Maintenance of Governance Structures and Processes
The QCA Code recommends that the Company maintain governance structures and
processes in line with its culture and appropriate to its size and complexity.
Ultimate authority for all aspects of the Company's activities rests with the
Board, the respective responsibilities of the Chairman and Chief Executive
Officer arising as a consequence of delegation by the Board. The Board has
adopted appropriate delegations of authority which set out matters which are
reserved to the Board. The Chairman is responsible for the effectiveness of
the Board, while management of the Company's business and primary contact with
shareholders has been delegated by the Board to the Managing Director. As
the Company does not currently have a Managing Director, Mr Keith Coughlan,
in his role as Executive Chairman, is responsible for the management of the
Company's business and primary contact with shareholders.
The Board has established the following committees.
Audit and Risk Committee
The Board has established an Audit and Risk Committee which, at 31 December
2024, was comprised of directors Ambassador Lincoln Bloomfield (Chairman of
Audit and Risk Committee), Mr Kiran Morzaria and Ms Merrill Gray. The role
and responsibilities of the Audit and Risk Committee are outlined in the Audit
and Risk Committee Charter of the Company's Corporate Governance Plan and
Policies available online on the Company's website,
www.europeanmet.com/corporate-governance
(http://www.europeanmet.com/corporate-governance) .
This committee has primary responsibility for monitoring the Financial
Reporting function and internal controls in order to ensure that the financial
performance of the Company is properly measured and reported. The committee
receives the financial reports from the executive management and auditors
relating to the interim and annual accounts and the accounting and internal
control systems in use throughout the Company. The Audit and Risk Committee
shall meet at least twice every financial year and it has unrestricted access
to the Company's auditors.
Remuneration Committee
The Board has established a Remuneration Committee which, at 31 December 2024,
was comprised of directors Mr Kiran Morzaria (Chairman of Remuneration
Committee) and Ambassador Lincoln Bloomfield. The role and responsibilities
of the Remuneration Committee are outlined in the Remuneration Committee
Charter of the Company's Corporate Governance Plan and Policies available
online on the Company's website, www.europeanmet.com/corporate-governance
(http://www.europeanmet.com/corporate-governance) .
The Remuneration Committee reviews the performance of the executive directors
and employees and makes recommendations to the Board on matters relating to
their remuneration and terms of employment. The Remuneration Committee also
considers and approves the granting of share options pursuant to the share
option plan and the award of shares in lieu of bonuses pursuant to the
Company's Remuneration Policy.
Nomination Committee
The Board has established a Nomination Committee which, at 31 December 2024,
was comprised of Mr Kiran Morzaria (Chairman of Nomination Committee), Mr
Keith Coughlan, Mr Richard Pavlik, Ambassador Lincoln Bloomfield and Ms
Merrill Gray, being all the directors. The role and responsibilities of the
Nomination Committee are outlined in the Nomination Committee Charter of the
Company's Corporate Governance Plan and Policies available online on the
Company's website, www.europeanmet.com/corporate-governance
(http://www.europeanmet.com/corporate-governance) .
Environment, Social and Governance Committee
The Board has established an Environment, Social and Governance Committee
which, at 31 December 2024, was comprised of Ambassador Lincoln Bloomfield
(Chairman of Environment, Social and Governance Committee), Mr Keith Coughlan,
Mr Richard Pavlik, Mr Kiran Morzaria and Ms Merrill Gray, being all the
directors. The role and responsibilities of the Environment, Social and
Governance Committee and Charter are set out in the Environment, Social and
Governance Committee Charter of the Company's Corporate Governance Plan and
Policies available online on the Company's website,
www.europeanmet.com/corporate-governance
(http://www.europeanmet.com/corporate-governance) .
PRINCIPLE TEN
Shareholder Communication
The Board is committed to maintaining good communication and having
constructive dialogue with its shareholders. The Company has close ongoing
relationships with its private shareholders. Institutional shareholders and
analysts have the opportunity to discuss issues and provide feedback at
meetings with the Company. In addition, all shareholders are encouraged to
attend the Company's Annual General Meeting.
Investors also have access to current information on the Company through its
website, www.europeanmet.com, and via Keith Coughlan, Executive Chairman, who
is available to answer investor relations enquiries.
The Company shall include, when relevant, in its annual report, any matters of
note arising from the audit or remuneration committees.
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. END DOCJBMPTMTAJMAARecent news on European Metals Holdings
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