REG - European Metals Hldg - Annual Governance Statement
29/09/2023 15:15
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RNS Number : 2238O European Metals Holdings Limited 29 September 2023
For immediate release
29 September 2023
European Metals Holdings Limited
ANNUAL GOVERNANCE STATEMENT
European Metals Holdings Limited (ASX & AIM: EMH, OTCQX: EMHXY, ERPNF 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.
CONTACT
For further information on this update or the Company generally, please visit
our website at www.europeanmet.com (http://www.europeanmet.com) or see full
contact details at the end of this release.
WEBSITE
A copy of this announcement is available from the Company's website at
www.europeanmet.com (http://www.europeanmet.com) .
ENQUIRIES:
European Metals Holdings Limited Tel: +61 (0) 419 996 333
Keith Coughlan, Executive Chairman Email: keith@europeanmet.com
Kiran Morzaria, Non-Executive Director Tel: +44 (0) 20 7440 0647
Shannon Robinson, Company Secretary Tel: +61 (0) 418 675 845
Email: shannon@europeanmet.com
WH Ireland Ltd (Nomad & Joint Broker)
James Joyce/ Darshan Patel/Isaac Hooper Tel: +44 (0) 20 7220 1666
(Corporate Finance)
Harry Ansell (Broking)
Panmure Gordon (UK) Limited (Joint Broker) Tel: +44 (0) 20 7886 2500
John Prior
Hugh Rich
James Sinclair Ford
Harriette Johnson
Blytheweigh (Financial PR) Tel: +44 (0) 20 7138 3222
Tim Blythe
Megan Ray
Chapter 1 Advisors (Financial PR - Aus)
David Tasker Tel: +61 (0) 433 112 936
The information contained within this announcement is considered to be inside
information, for the purposes of Article 7 of EU Regulation 596/2014, prior to
its release. The person who authorised for the release of this announcement
on behalf of the Company was Keith Coughlan, Executive Chairman.
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 year ended 30 June 2023. 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 has been posted on the Company's
website at https://www.europeanmet.com/corporate-governance/
(https://www.europeanmet.com/corporate-governance/) .
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 Complying 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 Complying (a) The Company has detailed guidelines for the appointment and selection
of the Board. The Company's Corporate Governance Plan requires the Board to
A listed entity should: 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
executive or putting someone forward for election as a director; and (b) Material information relevant to any decision on whether or not to
elect or re-elect a director will be provided to security holders in the
(b) provide security holders with all material information in its notice of meeting holding the resolution to elect or re-elect the director.
possession relevant to a decision on whether or not to elect or re-elect a
director.
Recommendation 1.3 Complying The Company's Corporate Governance Plan requires the Board to ensure that each
director and senior executive is a party to a written agreement with the
A listed entity should have a written agreement with each director and senior Company which sets out the terms of that director's or senior executive's
executive setting out the terms of their appointment. appointment.
Recommendation 1.4 Complying The Board Charter outlines the roles, responsibility, and accountability of
the Company Secretary. The Company Secretary is accountable directly to the
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
board, through the chair, on all matters to do with the proper functioning of the Board.
the board.
Recommendation 1.5 Partial The Company has adopted a Diversity Policy in Schedule 13 of the Corporate
Governance Plan which is available on the company website.
A listed entity should:
The Diversity Policy states that the Board is responsible for setting
(a) have and disclose a diversity policy; measurable objectives for achieving gender diversity.
(b) through its board or a committee of the board set measurable The Company has not fully complied with Recommendation 1.5 in that it has not
objectives for achieving gender diversity in the composition of its board, set measurable objectives for achieving gender diversity. The Board monitors
senior executives, and workforce generally; and diversity across the Company and is satisfied with the current level of gender
diversity achieved by the use of external consultants. Due to the size of the
(c) disclose in relation to each reporting period: Company and its small number of employees, the Board does not consider it
appropriate to formally set measurable objectives for gender diversity at this
(i) the measurable objectives set for that period to achieve gender time.
diversity;
There are currently no women in senior executive positions or on the Board,
(ii) the entity's progress towards achieving those objectives; and other than the Company Secretary.
(iii) either: The Company is not a "relevant employer" under the Workplace Gender Equality
Act 2012.
(A) the respective proportions of men and women on the board, in
senior executive positions and across the whole workforce (including how the
entity has defined "senior executive" for these purposes); or
(B) if the entity is a "relevant employer" under the Workplace Gender
Equality Act, the entity's most recent "Gender Equality Indicators", as
defined in and published under that Act.
Recommendation 1.6 Complying 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 Schedule 7 of the Company's Corporate
(a) have and disclose a process for periodically evaluating the Governance Plan.
performance of the board, its committees, and individual directors; and
The Board periodically discussed the performance and composition of the Board
(b) disclose for each reporting period whether a performance evaluation during the reporting period, considering issues or concerns as they arose.
has been undertaken in accordance with that process during or in respect of This ongoing process has remained in-house and informal through the year.
that period.
A performance review of the Board, Directors and Committees was undertaken
during the reporting period via a roundtable discussion.
Recommendation 1.7 Complying (a) The Remuneration Committee is responsible for evaluating the
performance of senior executives. The Remuneration Committee is to arrange an
A listed entity should: annual performance evaluation of the senior executives.
(a) have and disclose a process for evaluating the performance of its (b) The Company's Corporate Governance Plan requires the Remuneration
senior executives at least once every reporting period; and Committee to conduct annual performance of the senior executives. Schedule 7
'Performance Evaluation Policy' requires the Company to disclose whether or
(b) disclose for each reporting period whether a performance evaluation not performance evaluations were conducted during the relevant reporting
has been undertaken in accordance with that process during or in respect of period.
that period.
The Chair and the Board periodically met with senior executives to discuss any
issues or concerns as they arose. This ongoing process has remained in-house
and informal through the year.
Principle 2: Structure the board to be effective and add value
Recommendation 2.1 Partial (a) The Company has a Nomination Committee comprising all members of the
Board with Mr Morzaria being Chairman of the Committee. Only Ambassador
The board of a listed entity should: Bloomfield is considered to be independent.
(a) have a nomination committee which: The role and responsibilities of the Nomination Committee and Charter is
outlined in Schedule 4a 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 Board devotes time at board meetings to discuss board succession issues.
(ii) is chaired by an independent director, All members of the Board are involved in the Company's nomination process, to
the maximum extent permitted under the Corporations Act and ASX Listing Rules.
and disclose:
The Board regularly updates the Company's board skills matrix (in accordance
(iii) the charter of the committee; with recommendation 2.2) to assess the appropriate balance of skills,
experience, independence, and knowledge of the entity.
(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 Complying
Board Skills Matrix Number of directors that meet the skill
A listed entity should have and disclose a board skills matrix setting out the Executive & Non- Executive experience 4
mix of skills that the board currently has or is looking to achieve in its Industry experience & knowledge 4
membership. Leadership 4
Corporate governance & risk management 4
Strategic thinking 4
Desired behavioural competencies 4
Geographic experience 4
Capital Markets experience 4
Subject matter expertise:
-accounting 2
-capital management 4
-corporate financing 4
-industry taxation (1) 0
-risk management 4
-legal(2) 0
-IT expertise (2) 0
-HR and/or WHS expertise 4
-marketing 4
-environment and sustainability 4
-community relations 4
(1) Skill gap noticed however an external taxation firm is employed to
maintain taxation requirements.
(2) Skill gap noticed however external legal and IT firms are employed
on an ad hoc basis to provide legal advice and maintain IT requirements.
Recommendation 2.3 Complying (a) The Board Charter provides for the disclosure of the names of
directors considered by the Board to be independent. Only Ambassador
A listed entity should disclose: Bloomfield is 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 directors interests, positions
not compromise the independence of the director, the nature of the interest, associations and relationships are provided in the Annual Reports and Company
position or relationship in question and an explanation of why the board is of website.
that opinion; and
(c) The Board Charter provides for the determination of the directors'
(c) the length of service of each director. 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 Reports and
Company website.
Recommendation 2.4 Partial Given the Company's present size and scope it is currently not Company policy
to have a majority of Independent directors.
A majority of the board of a listed entity should be independent directors.
At this time Ambassador Bloomfield is considered to be independent.
Details of each director's independence are provided in the Annual Reports and
Company website.
Recommendation 2.5 Partial 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 Complying The Board Charter states that a specific responsibility of the Board is to
procure appropriate professional development opportunities for directors. The
A listed entity should have a program for inducting new directors and for Board is responsible for the approval and review of induction and continuing
periodically reviewing whether there is a need for existing directors to professional development programs and procedures for directors to ensure that
undertake professional development to maintain the skills and knowledge needed they can effectively discharge their responsibilities.
to perform their role as directors effectively.
Principle 3: Instil a culture of acting lawfully, ethically, and responsibly
Recommendation 3.1 Complying The Company has formulated Core Values that are included in the Board Charter
outlined in the Corporate Governance Plan available on the Company's website.
A listed entity should articulate and disclose its values.
Recommendation 3.2 Complying (a) The Corporate Code of Conduct applies to the Company's directors,
senior executives and employees and is in Schedule 2 of the Corporate
A listed entity should: Governance Plan 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.
(b) ensure that the board or a committee of the board is informed of any
material breaches of that code.
Recommendation 3.3 Complying The Company has a Whistleblower Policy available on the corporate governance
page of its website Outlining who is entitled to protection as a whistleblower
A listed entity should: and what that protection entails, and how disclosures are made by
whistleblowers are dealt with by the Company.
(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.
Recommendation 3.4 Complying The Company has an Anti-Bribery and Anti-Corruption Policy in Schedule 15 of
the Corporate Governance Plan which is on the Company's website. The policy
A listed entity should: sets out the conduct expected by the Company to minimize the risk of bribery
or corruption occurring in connection with its operations and activities, as
(a) have and disclose an anti-bribery and corruption policy; and well as providing guidance on how to deal with instances of bribery or
corruption.
(b) ensure that the board or committee of the board is informed of any
material breaches of that policy.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1 Partial (a) The Company has a combined Audit and Risk Committee comprising of two
members being Ambassador Bloomfield (Chairman) and Mr Morzaria. Ambassador
The board of a listed entity should: Bloomfield are considered to be independent and is not chair of the Board.
(a) have an audit committee which: The Audit and Risk Committee Charter is outlined in Schedule 3 of the
Corporate Governance Plan available on the Company's website. The
(i) has at least three members, all of whom are non-executive qualifications, experience, and attendance of the members of the Audit and
directors and a majority of whom are independent directors; and Risk Committee are disclosed in the Company's Directors' Report (contained in
the 2023 Annual Report).
(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.
Recommendation 4.2 Complying The Company's Audit and Risk Committee Charter states that a duty and
responsibility of the Committee is to ensure that before the Board approves
The board of a listed entity should, before it approves the entity's financial the entity's financial statements for a financial period, the CEO and CFO have
statements for a financial period, receive from its CEO and CFO a declaration declared that in their opinion the financial records of the entity have been
that, in their opinion, the financial records of the entity have been properly properly maintained and that the financial statements comply with the
maintained and that the financial statements comply with the appropriate appropriate accounting standards and give a true and fair view of the
accounting standards and give a true and fair view of the financial position financial position and performance of the entity and that the opinion has been
and performance of the entity and that the opinion has been formed on the formed on the basis of a sound system of risk management and internal control
basis of a sound system of risk management and internal control which is which is operating effectively.
operating effectively.
Recommendation 4.3 Complying The Company provides interim (currently quarterly) updates of the Company's
progress across all areas of the business, including select financial
A listed entity should disclose its process to verify the integrity of any information. The Executive Chairman is responsible for all such updates, which
periodic corporate report it releases to the market that is not audited or are reviewed by the Board. Individual components are also reviewed by senior
reviewed by an external auditor. management with responsibility for the specific component subject matter. The
financial information is compiled by the Chief Financial Officer in accordance
with generally accepted accounting practices.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 Complying The Board Charter provides details of the Company's disclosure policy. In
addition, Schedule 6 of the Corporate Governance Plan is entitled 'Continuous
A listed entity should have and disclose a written policy for complying with Disclosure Policy' and details the Company's disclosure requirements as
its continuous disclosure obligations under listing rule 3.1. required by the ASX Listing Rules and other relevant legislation.
The Board Charter and Continuous Disclosure Policy are in the Corporate
Governance Plan available on the Company website.
Recommendation 5.2 Complying The Company has established a Continuous Disclosure Policy which is included
in the Corporate Governance Plan on the Company's website. This policy states
A listed entity should ensure that its board receives copies of all material that all material market announcements are promptly provided to directors.
market announcements promptly after they have been made.
Recommendation 5.3 Complying The Company has established a Continuous Disclosure Policy which is included
in the Corporate Governance Plan on the Company's website. This policy
A listed entity that gives a new and substantive investor or analyst requires new investor presentations to be released to the market ahead of the
presentation should release a copy of the presentation materials on the ASX presentation.
Market Announcements Platform ahead of the presentation.
Principle 6: Respect the rights of security holders
Recommendation 6.1 Complying The Company's website, www.europeanmet.com, provides information about the
Company, its projects, its Board and management and governance.
A listed entity should provide information about itself and its governance to
investors via its website.
Recommendation 6.2 Complying The Company has adopted a Shareholder Communications Strategy which aims to
promote and facilitate effective two-way communication with investors. The
A listed entity should have an investor relations program that facilitates Shareholder Communications Strategy outlines a range of ways in which
effective two-way communication with investors. information is communicated to shareholders.
The Shareholder Communications Policy can be found in Schedule 10 of the
Corporate Governance Plan which is available on the Company website.
Recommendation 6.3 Complying The Company has a Shareholder Communications Policy, which is included in the
Corporate Governance Plan on the Company's website. The Policy specifically
A listed entity should disclose how it facilitates and encourages encourages full participation of shareholders at General Meetings to ensure a
participation at meetings of security holders. 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 Complying In accordance with ASX guidance, all Listing Rule resolutions and all
substantive resolutions are decided by a 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 Complying Security holders can register with the Company to receive email notifications
when an announcement is made by the Company to the ASX.
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity and its security Shareholder's queries should be referred to the Company Secretary at first
registry electronically. instance.
Principle 7: Recognise and manage risk
Recommendation 7.1 Partial (a) The Company has a combined Audit and Risk Committee comprising of two
members being Ambassador Bloomfield (Chairman) and Mr. Morzaria. Ambassador
The board of a listed entity should: Bloomfield are considered to be independent directors.
(a) have a committee or committees to oversee risk, each of which: The Audit and Risk Committee Charter is outlined in Schedule 3 of the
Corporate Governance Plan available on the Company's website. The
(i) has at least three members, a majority of whom are independent qualifications, experience, and attendance of the members of the Audit and
directors; and Risk Committee are disclosed in the Company's Directors' Report (contained in
the 2023 Annual Report).
(ii) is chaired by an independent director,
The Board devotes time at board meetings to fulfilling the roles and
and disclose: responsibilities associated with overseeing risk and maintaining the entity's
risk management framework and associated internal compliance and control
(iii) the charter of the committee; procedures.
(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 Complying (a) The Company process for risk management and internal compliance
includes a requirement to identify and measure risk, monitor the environment
The board or a committee of the board should: for emerging factors and trends that affect these risks, formulate risk
management strategies, and monitor the performance of risk management systems.
(a) review the entity's risk management framework at least annually to Schedule 8 of the Corporate Governance Plan is entitled 'Risk Management
satisfy itself that it continues to be sound, and that the entity is operating Policy' and details the Company's disclosure requirements with respect to the
with due regard to the risk appetite set by the board; and risk management review procedure and internal compliance and controls.
(b) disclose, in relation to each reporting period, whether such a review (b) The Board regularlys reviews the Company's risk profile at its
has taken place. Board meetings and a risk management culture is encouraged amongst employees
and contractors.
Recommendation 7.3 Complying (a) The Company does not have an internal audit function.
A listed entity should disclose: (b) The Audit and Risk Committee Charter, Schedule 3 of the Company's
Corporate Governance Plan, delegates the responsibility for undertaking and
(a) if it has an internal audit function, how the function is structured assessing risk management and internal control effectiveness to the Audit and
and what role it performs; or Risk Committee.
(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.
Recommendation 7.4 Complying The Audit and Risk Committee Charter details the Company's risk management
systems which assist in identifying and managing potential or apparent
A listed entity should disclose whether it has any material exposure to environmental and social sustainability risks (if appropriate). Review of the
environmental or social risks and, if it does, how it manages or intends to Company's risk management framework is conducted at least annually, and
manage those risks. reports are continually created by management on the efficiency and
effectiveness of the Company's risk management framework and associated
internal compliance and control procedures.
(1) Skill gap noticed however an external taxation firm is employed to
maintain taxation requirements.
(2) Skill gap noticed however external legal and IT firms are employed
on an ad hoc basis to provide legal advice and maintain 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.
Complying
(a) The Board Charter provides for the disclosure of the names of
directors considered by the Board to be independent. Only Ambassador
Bloomfield is 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 directors interests, positions
associations and relationships are provided in the Annual Reports and Company
website.
(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 Reports and
Company website.
Recommendation 2.4
A majority of the board of a listed entity should be independent directors.
Partial
Given the Company's present size and scope it is currently not Company policy
to have a majority of Independent directors.
At this time Ambassador Bloomfield is considered to be independent.
Details of each director's independence are provided in the Annual Reports and
Company website.
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.
Partial
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.
Complying
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.
Complying
The Company has formulated Core Values that are included in the Board Charter
outlined in the Corporate Governance Plan 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.
Complying
(a) The Corporate Code of Conduct applies to the Company's directors,
senior executives and employees and is in Schedule 2 of the Corporate
Governance Plan which is on the Company's website.
(b) The Code of Conduct states that any material breaches are to be
reported to the Board.
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.
Complying
The Company has a Whistleblower Policy available on the corporate governance
page of its website Outlining who is entitled to protection as a whistleblower
and what that protection entails, and how disclosures are made by
whistleblowers are dealt with by the Company.
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.
Complying
The Company has an Anti-Bribery and Anti-Corruption Policy in Schedule 15 of
the Corporate Governance Plan which is on the Company's website. The policy
sets out the conduct expected by the Company to minimize 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.
Partial
(a) The Company has a combined Audit and Risk Committee comprising of two
members being Ambassador Bloomfield (Chairman) and Mr Morzaria. Ambassador
Bloomfield are considered to be independent and is not chair of the Board.
The Audit and Risk Committee Charter is outlined in Schedule 3 of the
Corporate Governance Plan available on the Company's website. The
qualifications, experience, and attendance of the members of the Audit and
Risk Committee are disclosed in the Company's Directors' Report (contained in
the 2023 Annual Report).
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.
Complying
The Company's Audit and Risk Committee Charter states that a duty and
responsibility of the Committee is to ensure that before the Board approves
the entity's financial statements for a financial period, the CEO and CFO have
declared 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
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.
Complying
The Company provides interim (currently quarterly) updates of the Company's
progress across all areas of the business, including select financial
information. The Executive Chairman is responsible for all such updates, which
are reviewed by the Board. Individual components are also reviewed by senior
management with responsibility for the specific component subject matter. The
financial information is compiled by the Chief Financial Officer in accordance
with generally accepted accounting practices.
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.
Complying
The Board Charter provides details of the Company's disclosure policy. In
addition, Schedule 6 of the Corporate Governance Plan is entitled 'Continuous
Disclosure Policy' and details 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 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.
Complying
The Company has established a Continuous Disclosure Policy which is included
in the Corporate Governance Plan on the Company's website. This policy states
that all material market announcements are promptly provided to directors.
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.
Complying
The Company has established a Continuous Disclosure Policy which is included
in the Corporate Governance Plan on the Company's website. This policy
requires new investor presentations to be released to the market ahead of the
presentation.
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.
Complying
The Company's website, www.europeanmet.com, provides information about the
Company, its projects, its Board and management and governance.
Recommendation 6.2
A listed entity should have an investor relations program that facilitates
effective two-way communication with investors.
Complying
The Company has adopted a Shareholder Communications Strategy 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 Schedule 10 of the
Corporate Governance Plan which is available on the Company website.
Recommendation 6.3
A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
Complying
The Company has a Shareholder Communications Policy, which is included in the
Corporate Governance Plan 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.
Complying
In accordance with ASX guidance, all Listing Rule resolutions and all
substantive resolutions are decided by a 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.
Complying
Security holders can register with the Company to receive email notifications
when an announcement is made by the Company to the ASX.
Shareholder's queries should be referred to the Company Secretary at first
instance.
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.
Partial
(a) The Company has a combined Audit and Risk Committee comprising of two
members being Ambassador Bloomfield (Chairman) and Mr. Morzaria. Ambassador
Bloomfield are considered to be independent directors.
The Audit and Risk Committee Charter is outlined in Schedule 3 of the
Corporate Governance Plan available on the Company's website. The
qualifications, experience, and attendance of the members of the Audit and
Risk Committee are disclosed in the Company's Directors' Report (contained in
the 2023 Annual Report).
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.
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.
Complying
(a) The Company 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.
Schedule 8 of the Corporate Governance Plan is entitled 'Risk Management
Policy' and details the Company's disclosure requirements with respect to the
risk management review procedure and internal compliance and controls.
(b) The Board regularlys reviews the Company's risk profile at its
Board meetings and a risk management culture is encouraged amongst employees
and contractors.
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.
Complying
(a) The Company does not have an internal audit function.
(b) The Audit and Risk Committee Charter, Schedule 3 of the Company's
Corporate Governance Plan, delegates the responsibility for undertaking and
assessing risk management and internal control effectiveness to the Audit and
Risk Committee.
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.
Complying
The Audit and Risk Committee Charter details the Company's risk management
systems which assist in identifying and managing potential or apparent
environmental and social sustainability risks (if appropriate). Review of the
Company's risk management framework is conducted at least annually, and
reports are continually created by management on the efficiency and
effectiveness of the Company's risk management framework and associated
internal compliance and control procedures.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 Part Complying (a) The Company's Remuneration Committee comprises two members being Mr
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 and Charter is
outlined in Schedule 4b of the Corporate Governance Plan available on the
(i) has at least three members, a majority of whom are independent Company's website. The qualifications, experience, and attendance of the
directors; and members of the Remuneration Committee are disclosed in the Company's
Directors' Report (contained in the 2023 Annual Report).
(ii) is chaired by an independent director,
The Board devote time at annual board meetings to fulfilling the roles and
and disclose: responsibilities associated with setting the level and composition of
remuneration for directors and senior executives and ensuring that such
(iii) the charter of the committee; remuneration is appropriate and not excessive.
(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.
Recommendation 8.2 Complying Details of the Company's policies and practices regarding the remuneration of
directors and other senior management is set out in the Remuneration Report as
A listed entity should separately disclose its policies and practices disclosed in the Company's Directors' Report (contained in the 2023 Annual
regarding the remuneration of non-executive directors and the remuneration of Report).
executive directors and other senior executives.
Recommendation 8.3 Complying (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 which includes the
Remuneration Committee Charter is available on the Company's website.
(b) disclose that policy or a summary of it.
Principle 9: Additional recommendations that apply only in certain cases
Recommendation 9.1 N/A N/A
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 Complying The Company is a public company, incorporated in the British Virgin Islands
and registered in Australia. Security holder meetings are held in Australia
A listed entity established outside Australia should ensure that meetings of during normal business hours.
security holders are held at a reasonable place and time.
Recommendation 9.3 Complying The Company is a public company, incorporated in the British Virgin Islands
and registered in Australia. The Company takes all reasonable steps to ensure
A listed entity established outside Australia, and an externally managed the external auditor is represented at each annual general meeting to answer
listed entity that has an AGM, should ensure that its external auditor attends questions concerning the conduct of the audit, the preparation and content of
its AGM and is available to answer questions from security holders relevant to the auditor's report, accounting policies adopted by the Company and the
the audit. independence of the auditor in relation to the conduct of the audit
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
5 km north and 8 km south of 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 fourth
largest non-brine deposit in the world and a globally significant tin
resource.
The deposit has previously had over 400,000 tonnes of ore mined as a trial
sub-level open stope underground mining 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 Schedule 10 of the Board
Charter, 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 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 30 June 2023,
was comprised of directors Ambassador Lincoln Bloomfield (Chairman) and Mr
Kiran Morzaria. The role and responsibilities of the Audit and Risk Committee
are outlined in Schedule 3 of the Company's Corporate Governance Plan
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 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. Schedule
8 of the Corporate Governance Plan is entitled 'Risk Management Policy' and
details 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 4 members: 2 Executive members (the Executive
Chairman, Keith Coughlan and Executive Director, Richard Pavlik) and 2
Non-Executive members (Kiran Morzaria and Ambassador Lincoln Bloomfield).
Biographical details of the current directors are set out within Principle Six
below. Pursuant to Article 8.5 of the Company's Articles of Association, at
each annual general meeting one third of the directors (or, if their number is
not a multiple of three, the number nearest to but nor more than one-third
shall retire from office by rotation. 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. The Board Charter
provides for the disclosure of the names of directors considered by the Board
to be independent.
Following the appointment of Ambassador Bloomfield as a Non-Executive Director
on 3 January 2021, the Board is comprised of 2 Executive members and 2
Non-Executive members.
Mr Morzaria is a Board nominee of Cadence Minerals Plc (previously named Rare
Earth Minerals Plc), which owns 11,968,504 CDIs in the Company as at 30 June
2023. Mr Morzaria is also a director and chief executive of Cadence Minerals
Plc. On this basis, Mr Morzaria is not an independent Non-executive Director.
However, the Board believes that Mr Morzaria is a relevantly qualified
professional with an understanding of what is expected of a Non-Executive
Director and will discharge his duties as a Non-Executive Director in an
effective and appropriate manner on behalf of shareholders as a whole. Board
composition will, however, remain under review.
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 Reports 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 Reports 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 in Schedule 2 of the Corporate Governance Plan 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
organizations. Mr Coughlan is currently Non-executive Chairman of Doriemus
plc (ASX).
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.
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 Schedule 7 of the
Company's Corporate Governance Plan 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 30 June 2023,
was comprised of directors Ambassador Lincoln Bloomfield (Chairman) and Mr
Kiran Morzaria. The role and responsibilities of the Audit and Risk
Committee are outlined in Schedule 3 of the Company's Corporate Governance
Plan 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 each financial quarter and it has unrestricted access to
the Company's auditors.
Remuneration Committee
The Board has established a Remuneration Committee which, at 30 June 2023, was
comprised of directors Mr Kiran Morzaria (Chairman) and Ambassador Lincoln
Bloomfield. The role and responsibilities of the Remuneration Committee are
outlined in Schedule 4b of the Company's Corporate Governance Plan 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 30 June 2023 was
comprised of Mr Kiran Morzaria (Chairman), Mr Keith Coughlan, Mr Richard
Pavlik and Ambassador Lincoln Bloomfield, being all the directors. The role
and responsibilities of the Nomination Committee are outlined in Schedule 4a
of the Company's Corporate Governance Plan 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 30 June 2023, was comprised of Ambassador Lincoln Bloomfield
(Chairman), Mr Keith Coughlan, Mr Richard Pavlik and Mr Kiran Morzaria, being
all the directors. The role and responsibilities of the Environment, Social
and Governance Committee and Charter are set out in Schedule 5 of the
Company's Corporate Governance Plan 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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AnnouncementREG - AIM European Metals Hldg - Schedule One Update - European Metals Holdings Ltd
AnnouncementREG - European Metals Hldg - New Plant Site to Improve Project Permitting&Econ
AnnouncementREG - European Metals Hldg - Appointment of Director
AnnouncementREG - European Metals Hldg - Successful Production of Lithium Hydroxide
Announcement