REG - SolGold PLC - Notice of AGM and Management Information Circular <Origin Href="QuoteRef">SOLG.L</Origin> - Part 3
29/12/2017 07:05
- Part 3: For the preceding part double click ID:nRSc5160Ab
Plan, and to make certain amendments to the
Share Incentive Plan, including the following amendments:
(a) any amendment of a "housekeeping" nature, without limitation, amending
the wording of any provision of the Share Incentive Plan for the purpose of
clarifying the meaning of existing provisions or to correct or supplement any
provision of the Share Incentive Plan that is inconsistent with any other
provision of the Share Incentive Plan, correcting grammatical or typographical
errors and amending the definitions contained within the Share Incentive
Plan;
(b) any amendment to comply with the rules, policies, instruments and
notices of any regulatory authority to which the Company is subject, including
the applicable stock exchanges, or to otherwise comply with any applicable law
or regulation;
(c) any amendment to the vesting provisions of the Share Incentive Plan,
other than changes to the expiration date and the exercise price of an
Option;
(d) any amendment, with the consent of the Optionee;
(e) other than changes to the expiration date and the exercise price of an
Option as described in the Share Incentive Plan, any amendment, with the
consent of the Optionee, to the terms of any Option previously granted to such
Optionee under the Share Incentive Plan;
(f) any amendment to the provisions concerning the effect of the
termination of a participant's position, employment or services on such
Optionee's status under the Share Incentive Plan;
(g) any amendment respecting the administration or implementation of the
Share Incentive Plan; and
(h) any amendment to provide a cashless exercise feature to any Option or
the Share Incentive Plan, provided that such amendment ensures the full
deduction of the number of underlying Ordinary Shares from the total number of
Ordinary Shares subject to the Share Incentive Plan.
The Committee has the right, under the Share Incentive Plan, with the approval
of the shareholders of the Company by ordinary resolution, to make the
following amendments to the Share Incentive Plan:
(a) any change to the number of Ordinary Shares issuable from treasury under
the Share Incentive Plan, including an increase to the fixed maximum number of
Ordinary Shares or a change from a fixed maximum number of Ordinary Shares to
a fixed maximum percentage;
(b) any amendment which would change the number of days with respect to the
extension of the expiration date of Options expiring during or immediately
following a blackout period;
(c) any amendment which reduces the exercise price of any Option;
(d) any amendment which extends the expiry date of an Option;
(e) any amendment which cancels any Option and replaces such Option with an
Option which has a lower exercise price;
(f) any amendment which would permit Options to be transferred or assigned
by any participant other than as currently contemplated by the Share Incentive
Plan;
(g) any amendments to the limits on non-employee director participation;
(h) any amendment to the definition of "Participant" under the Share
Incentive Plan which would have the potential of narrowing, broadening or
increasing insider participation; and
(i) any amendment to the amending provisions of the Share Incentive Plan.
Notwithstanding the foregoing, any amendment to the Share Incentive Plan shall
be subject to the receipt of all required regulatory approvals including,
without limitation, the approval of the TSX, or such other principal market
upon with the Ordinary Shares are traded.
Assignability
No rights under the Share Incentive Plan and no Option awarded pursuant to the
provisions of the Share Incentive Plan are assignable or transferable by any
participant other than pursuant to a will or by the laws of descent and
distribution.
Changes in Capital
In the event there is any change in the Ordinary Shares, whether by reason of
a stock dividend, consolidation, subdivision, reclassification or otherwise,
an appropriate adjustment will be made to the awards granted under the Share
Incentive Plan by the Committee, including without limitation, in the number
of Ordinary Shares available under the Share Incentive Plan, the number of
Ordinary Shares subject to any Option and the exercise price of the Ordinary
Shares subject to Options.
Consolidation, Merger etc.
If there is a consolidation, merger or statutory amalgamation or arrangement
of the Company with or into another corporation, a separation of the business
of the Company into 2 or more entities or a transfer of all or substantially
all of the assets of the Company to another entity, unless the Committee
otherwise determines acting reasonably, upon the occurrence of such
consolidation, merger, amalgamation, arrangement, separation or transfer,
where the surviving or acquiring entity is a corporation, then the surviving
or acquiring entity will substitute or replace similar options to purchase
securities in the surviving or acquiring entity for the Options outstanding
under the Share Incentive Plan on substantially the same terms and conditions
as the Share Incentive Plan, provided that if surviving or acquiring entity is
not a corporation, the Committee shall determine the basis upon which such
Option shall be exercisable.
Securities Exchange Take-Over Bid
In the event that the Company becomes the subject of a take-over bid (within
the meaning of the Securities Act (Ontario)) pursuant to which 100% of the
outstanding Ordinary Shares are acquired by the offeror either directly or as
a result of the compulsory acquisition provisions, and where consideration is
paid in whole or in part in equity securities of the offeror, the Committee
may send notice to all Optionees requiring them to surrender their Options
within 10 days of the mailing of such notice, and the Optionees shall be
deemed to have surrendered such Options on the tenth day after the mailing of
such notice without further formality, provided that the Committee delivers
with such notice an irrevocable and unconditional offer by the offeror to
grant replacement options to the Optionees on the equity securities offered as
consideration, and the Committee has determined, in good faith, that such
replacement options have substantially the same economic value as the Options
being surrendered.
PART SEVEN - STATEMENT OF CORPORATE GOVERNANCE PRACTICES
Canadian securities regulatory policy as reflected in NI 58-101 requires that
TSX-listed companies disclose on an annual basis their approach to corporate
governance. National Policy 58-201 - Corporate Governance Guidelines provides
regulatory staff's guidance as to preferred governance practices, although
such guidelines are not prescriptive (other than for audit committees).
Disclosure of the Company's approach to corporate governance in the context of
this instrument and policy is set out below.
Corporate governance relates to the activities of the Board, the members of
which are elected by and are accountable to the shareholders, and takes into
account the role of the individual members of management who are appointed by
the Board and who are charged with the day-to-day management of the Company.
The Board is committed to sound corporate governance practices, which are both
in the interest of its shareholders and contribute to effective and efficient
decision making. The following is a summary of the Company's approach to
corporate governance.
Board of Directors
The Board is made up of one Executive Director and 4 Non-Executive Directors.
Mr. Nicholas Mather is the Executive Director.
NI 58-101 sets out the standard for director independence. Under NI 58-101, a
director is independent if he or she has no direct or indirect material
relationship with the Company. A material relationship is a relationship which
could, in the view of the Board, be reasonably expected to interfere with the
exercise of a director's independent judgment. NI 58-101 also sets out certain
situations where a director will automatically be considered to have a
material relationship with the Company. The following members of the Board are
independent in accordance with NI 58-101: Mr. John Bovard, Dr. Robert
Weinberg, Mr. Brian Moller and Mr. Craig Jones. Mr. Nicholas Mather is not
independent as he is the CEO of the Company. A majority of the directors are
independent.
The Chair of the Board is Mr. Brian Moller, who is an independent director. As
Chair, Mr. Brian Moller is responsible for leadership of the Board, for
efficient organization and conduct of the Board's function and the briefing of
all directors in relation to issues arising at Board meetings. The Chair is
also responsible for shareholder communication and arranging Board performance
evaluation.
It is the Board's policy to maintain independence by having at least half of
the Board comprising Non-Executive Directors who are free from any material
business or other relationship with the Company. The structure of the Board
ensures that no one individual or group is able to dominate the decision
making process.
The independent directors do not hold regularly scheduled meetings at which
non-independent directors and members of management are not in attendance.
However, where deemed necessary by the independent directors, the independent
directors hold in-camera sessions exclusive of non-independent directors and
members of management, which process facilitates open and candid discussion
among the independent directors.
The Board ordinarily meets on a monthly basis providing effective leadership
and overall control and direction of the Company's affairs through the
schedule of matters reserved for its decision. This includes the approval of
the budget and business plan, major capital expenditure, acquisitions and
disposals, risk management policies and the approval of the financial
statements. Formal agendas, papers and reports are sent to the directors in a
timely manner, prior to Board meetings. The Board also receives summary
financial and operational reports before each Board meeting. The Board
delegates certain of its responsibilities to management, who have clearly
defined terms of reference.
All directors have access to the advice and services of the Company Secretary,
who is responsible for ensuring that all Board procedures are followed. Any
director may take independent professional advice at the Company's expense in
the furtherance of his duties.
Attendance Record
For the financial year ended June 30, 2017, there has been 14 Board meetings.
All directors that were eligible to attend the meetings attended.
Board Mandate
Please see Schedule "B" - "Matters Reserved for the Board of Directors" for
the text of the Board's written mandate.
Position Descriptions
Please see Schedule "A" - "Corporate Governance Charter" for the written
description of the roles of the CEO, the Chair of the Board, the Chair of the
Audit and Risk Management Committee and the Chair of the Remuneration
Committee.
Other Directorships
None of the directors of the Company are also directors of other issuers that
are "reporting issuers" as that term is defined in and for the purposes of
Canadian securities legislation.
Orientation and Continuing Education
Incoming directors are provided with access to the CEO, and the Company
Secretary to gain a full understanding of the Company, its projects, personnel
and policies & procedures. Via the CFO and the Company Secretary, incoming
directors are able to access the Board materials and minutes for the previous
12 months, and may also obtain copies of any material contracts, reports, or
stock market releases to assist with their understanding.
At all times directors are encouraged to attend any professional course or
update relevant to the discharge of their duties as a director of the Company.
Directors are also encouraged to visit the Company's project sites as
practical, and attend any international mining conferences at which the
Company may present.
Ethical Business Conduct
In formulating the Company's corporate governance procedures the Board takes
due regard of the principles of good governance set out in the UK Corporate
Governance Code (the "Code") to the extent they consider appropriate in light
of the Company's size, stage of development and resources. However, given the
size of the Company, at present the Board of does not consider it necessary to
adopt the Code in its entirety.
The Company has adopted a written corporate ethics policy (the "Corporate
Ethics Policy"), which has been agreed to by each of the members of the
directors of the Company. The Corporate Ethics Policy sets out the obligations
of integrity and honesty of each member of the Board and their obligations
with respect to, amongst other matters, conflicts and interests and dealing in
securities in the Company. The Corporate Ethics Policy is set out in the
Company's Corporate Governance Charter, which is attached as Schedule "A" to
this Circular.
Whilst the Board does not monitor compliance with its Corporate Ethics Policy,
each of the members of the Board are experienced directors and are both
familiar with the Corporate Ethics Policy as well as current corporate
governance requirements for listed companies in a number of different
jurisdictions. Additionally, the Board has the benefit of access to an
experienced Company Secretary and legal counsel. This places the members of
the Board in a position to satisfy themselves regarding compliance with its
Code.
Board Committees
The standing committees of the Board are comprised of the Audit and Risk
Management Committee, the Remuneration Committee and the Health, Safety,
Environment and Community Committee.
Audit and Risk Management Committee
The Audit and Risk Management Committee meets not less than twice a year and
is responsible for ensuring that the financial performance, position and
prospects of the Company are properly monitored as well as liaising with the
Company's auditor to discuss financial statements and the Company's internal
controls.
The members of the Audit and Risk Management Committee are Mr. Craig Jones,
Mr. John Bovard and Dr. Robert Weinberg. The Executive Director attends
meetings by invitation, if appropriate. Mr. Brian Moller is the Chair of the
Audit and Risk Management Committee.
See "Part Eight - Audit and Risk Management Committee Information".
Remuneration Committee
Remuneration of the Executive Director is established by reference to the
remuneration of executives of equivalent status both in terms of the level of
responsibility of the position and by reference to their job qualifications
and skills. The Remuneration Committee also has regard to the terms which may
be required to attract an executive of equivalent experience to join the Board
from another company. Such packages include performance related bonuses and
the grant of Options.
The members of the Remuneration Committee are Mr. John Bovard, Mr. Nicholas
Mather, Dr. Robert Weinberg and Mr. Brian Moller. Mr. John Bovard is the Chair
of the Remuneration Committee.
See "Part Four - Statement of Executive Compensation - Compensation
Governance".
Health, Safety, Environment and Community Committee
The Health, Safety, Environment and Community Committee is responsible for the
overall health, safety and environmental performance of the Company and its
operations and its relationship with the local community. All of the members
of the Board are Chairs and members of the Health, Safety, Environment and
Community Committee.
Nomination of Directors
The Board does not currently have a formal nominating committee. Rather the
Board as a whole is responsible for identifying and recommending candidates
for the Board. The Board reviews and makes determinations with respect to: (i)
the size and composition of the Board; (ii) the organization and
responsibilities of the appropriate committees of the Board; (iii) the
evaluation process for the Board and committees of the Board and the Chair of
the Board and such committees; and (iv) creating a desirable balance of
expertise and qualifications among members of the Board. The Board does not
take any formal steps to ensure that objectivity in the nomination process. In
the nomination process, the Board assesses its current composition and
requirements going forward in light of the stage of the Company and the skills
required to ensure proper oversight of the Company and its operations.
Maxit Board Appointment Right
Pursuant to the share subscription agreement dated August 16, 2016 between the
Company and Maxit Capital L.P. ("Maxit Capital"), the Company has granted to
Maxit Capital the right (the "Maxit Board Appointment Right") to nominate (but
not an obligation) an individual to be appointed as a director of the Company,
for so long as Maxit Capital holds at least a 1.02% interest in the Ordinary
Shares of the Company (the "Maxit Minimum Holding").
Once the nominee is proposed by Maxit Capital, the nominee must be approved by
the Board. Maxit Capital is only permitted to nominate an individual that: (i)
the Board believes, in its reasonable opinion, has the requisite business
acumen and relevant experience; (ii) the Board believes, in its reasonable
opinion, is suitable to be a director of the Company; and (iii) is suitable to
be a director listed on the applicable stock exchanges.
Any nominee that is appointed by Maxit Capital and subsequently appointed to
the Board shall hold office until the next annual general meeting of the
Company following the nominee's appointment. At such annual general meeting of
the Company, the nominated director shall stand for re-election to the Board
and the Company's shareholders will have the opportunity to vote on the
nominee's re-election to the Board. A nominated director retires by rotation
in the same manner as any other director of the Board. Upon a nominated
director's regular retirement by rotation from the Board, the Company's
shareholders will have the opportunity to vote on the nominee's re-election to
the Board. If the Company's shareholders decide not to re-elect a relevant
nominee, Maxit Capital may, subject to maintaining the Maxit Minimum Holding,
nominate a new nominee.
Maxit Capital has the right to remove its nominee from the Board at any time
and may propose a new nominee, in which case the Company shall take all steps
necessary to appoint that new nominee to the Board as soon as practicable, by
giving written notice to the Company. Where Maxit Capital's current nominee is
due to retire by rotation and Maxit Capital nominates another person as its
new nominee: (i) the current nominee will not be eligible for re-election; and
(ii) the new nominee will be considered for election at an annual general
meeting of the Company.
In the event that Maxit Capital's shareholding in the Company falls below the
Maxit Minimum Holding, solely as a result of the voluntary sale of Ordinary
Shares by Maxit Capital, then Maxit Capital must, if directed by the Company,
procure the resignation of its nominated director within 3 business days after
the date it ceased to hold that relevant percentage interest and Maxit Capital
shall no longer have a Maxit Board Appointment Right, even in the event that
its shareholdings exceeds the Maxit Minimum Holding at some future date.
Should Maxit Capital fail to procure the resignation of its nominee, the
Company is entitled to take such steps as are reasonably necessary to remove
the appointee as director or officer, including seeking a shareholder
resolution to remove the appointee and is entitled to be indemnified for all
costs and expenses incurred by the Company in respect of the same.
Newcrest Board Appointment Right
Pursuant to the conditional share subscription agreement dated August 30, 2016
between the Company, Newcrest International Pty Ltd. and Newcrest Mining
Limited (collectively, "Newcrest"), as subsequently varied by a further deed
of variation on September 26, 2016, and as further varied by a third deed of
variation on June 21, 2017 (the "NewcrestSubscription Agreement"), the Company
granted Newcrest a right (but not an obligation) to appoint a director to the
Board (the "Newcrest Board Appointment Right"), for so long as Newcrest holds
more than 10% of the Ordinary Shares of the Company (the "Newcrest Minimum
Holding").
Once the nominee is proposed by Newcrest, the nominee must be approved by the
Board. Newcrest is only permitted to nominate an individual that: (i) the
Board believes, in its reasonable opinion, has the requisite business acumen
and relevant experience; (ii) the Board believes, in its reasonable opinion,
is suitable to be a director of the Company; and (iii) is suitable to be a
director listed on the applicable stock exchanges. If Newcrest's nominee meets
these criteria, the Company must take all steps necessary to appoint such
person to the Board as soon as practicable.
Any nominee that is proposed by Newcrest and subsequently appointed to the
Board shall hold office until the next annual general meeting of the Company
following the nominee's appointment. At such annual general meeting of the
Company, the nominated director shall stand for re-election to the Board and
the Company shareholders will have the opportunity to vote on the nominee's
re-election to the Board. A nominated director retires by rotation in the same
manner as any other director of the Board. Upon a nominated director's regular
retirement by rotation from the Board, Company shareholders will have the
opportunity to vote on the nominee's re-election to the Board. If the
Company's shareholders decide not to re-elect a relevant nominee, Newcrest
may, subject to maintaining the Newcrest Minimum Holding, nominate a new
nominee.
Newcrest has the right to remove its nominee from the Board at any time and
may propose a new nominee, in which case the Company shall take all steps
necessary to appoint that new nominee to the Board as soon as practicable, by
giving written notice to the Company. Where Newcrest's current nominee is due
to retire by rotation and Newcrest nominate another person as their new
nominee: (i) Newcrest must procure that its current nominee retires; (ii) the
new nominee will be considered for election at an annual general meeting of
the Company; and (iii) the Board will recommend that the new nominee be
elected.
In the event that Newcrest's shareholding in the Company falls below the
Newcrest Minimum Holding, solely as a result of Newcrest having failed to
participate in any future equity raising or due to a voluntary sale of
Ordinary Shares by Newcrest, and provided the Company has complied with its
obligations pursuant to its Anti-Dilution Right (as such term is defined in
the Newcrest Subscription Agreement), then Newcrest must procure the
resignation of its nominated director within 3 business days after the date
that it ceased to hold the Newcrest Minimum Holding and Newcrest shall no
longer have a Newcrest Board Appointment Right, even in the event that its
shareholdings exceeds the Newcrest Minimum Holding at some future date. Should
Newcrest fail to procure the resignation of its nominee, the Company is then
entitled to take steps to remove the appointee as director or officer,
including seeking a shareholder resolution to remove the appointee and is
entitled to be indemnified for all costs and expenses incurred by the Company
in respect of the same.
Director Term Limits and Other Mechanisms of Board Renewal
Under the Articles, one-third of the Board retires from office at every annual
general meeting of the Company. Generally, the members of the Board who have
held office the longest time since their election are required to retire. The
Board does not currently have a limit on the number of consecutive terms for
which a director may sit and believes that arbitrary term or age limits often
prevent or restrict the continued service on the Board of the most experienced
and valuable Board members who will have acquired an institutional knowledge
of the Company from such years of service. Rather, the Board maintains a
flexible approach to Board succession whereby it considers the addition of
potential candidates in conjunction with its assessments of current Board
members and the Board as a whole.
The Company is an "Eligible International Interlisted Issuer" as such term is
defined in the TSX Manual. As an Eligible International Interlisted Issuer,
the Company has applied for and received an exemption from the requirements of
Sections 461.1-461.4 (Director Elections) of the Manual, which relate,
respectively to annual election of directors, to voting on each individual
director, to a majority voting policy and to the issuance of a news release
disclosing voting results for the election of each director and Sections 464
(Annual Meetings) of the Manual, which relate to the timing of the annual
general meetings.
Compensation
The Board with the assistance of the Remuneration Committee, is responsible
for approving compensation objectives and the specific compensation programs
for policies and practices of the Company. For more information, see " Part
Four - Statement of Executive Compensation".
Assessments
The Board is responsible for assessing the effectiveness and contributions of
the Board as a whole, its committees and individual directors. The Board
undertakes this assessment periodically, although, no formal report in this
regard has been prepared to date.
Policies Regarding the Representation of Women
The Board has not adopted any written policy relating to the identification
and nomination of women directors. However, as part of the discharge of the
Board's responsibilities under the Corporate Governance Charter, the Board is
required to recommend procedures, including but not limited to strategies to
address Board diversity and increasing the proportion of women in the Company,
for adoption by the Board for the proper oversight of the Board and senior
management. When the Board considers the Company to be of a sufficient size or
complexity, it intends to establish a sub-committee of the Board dedicated to
reporting on diversity-related matters, from time to time, by way of a report
submitted to the Board which must include: (i) details of the policies
introduced to address Board and employee diversity, including but not limited
to strategies to increase the proportion of women at all levels of the
Company; and (ii) details of the proportion of women employees in the whole
organisation, women in senior executive positions and women on the Board.
Currently, no such procedures or strategies have been developed. Currently,
none of the members of the Board or the officers of the Company are women
(i.e., 0% of the members of the Board and 0% of the executive officers of the
Company are women).
PART Eight - AUDIT AND RISK MANAGEMENT COMMITTEE INFORMATION
Audit and Risk Management Committee Charter
The responsibilities of the Audit and Risk Management Committee are set out in
the Company's Corporate Governance Charter, which is attached as Schedule
"A".
Audit and Risk Management Committee
The Audit and Risk Management Committee meets not less than twice a year and
is responsible for ensuring that the financial performance, position and
prospects of the Company are properly monitored as well as liaising with the
Company's auditor to discuss financial statements and the Company's internal
controls. The Executive Director attends meetings by invitation, if
appropriate.
The Audit and Risk Management Committee is comprised of 3 members, namely, Mr.
Brian Moller (as Chair), Mr. John Bovard and Dr. Robert Weinberg, all of whom
are deemed to be "independent" and "financially literate" for purposes of
National Instrument 52-110 - Audit Committees.
Relevant Education and Experience
Each member of the Audit and Risk Management Committee has skills and
experiences that provide the member with: an understanding of the accounting
principles used by the issuer to prepare its financial statements; the ability
to assess the general application of such accounting principles in connection
with the accounting for estimates, accruals and provisions; experience
preparing, auditing, analyzing or evaluating financial statements that present
a breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of issues that can reasonably be
expected to be raised by the Company's financial statements, or experience
actively supervising one or more individuals engaged in such activates; and an
understanding of internal controls and procedures for financial reporting.
Mr. Brian Moller Member of the audit committee of DGR Global since 2003, member of the audit committee of Dark Horse Resources Limited since 2011, member of the audit committee of Aguia Resources Limited since 2014, chair of the audit committee of Platina Resources Limited since 2010 and a member of the audit and risk management committee of Aus Tin Mining Limited since 2010. Yes Yes
Mr. John Bovard Member of the audit and risk management committee of Aus Tin Mining Limited since 2010 and member of the audit committee of Orbis Gold Limited from 2010 until 2015. Yes Yes
Dr. Robert Weinberg Managing director of the Institutional Investment at the World Gold Council from 2000 until 2004 and director of the investment banking division at Deutsche Bank in London from 1995 until 1999. Yes Yes
Dr. Robert Weinberg
Managing director of the Institutional Investment at the World Gold Council
from 2000 until 2004 and director of the investment banking division at
Deutsche Bank in London from 1995 until 1999.
Yes
Yes
PART Nine - Interest of Informed Persons in Material Transactions
Within the 3 most recently completed financial years and during the current
financial year, no director, executive officer, or shareholder who
beneficially owns, or controls or directs, directly or indirectly, more than
10% of the outstanding Ordinary Shares, or any known associates or affiliates
of such persons, has or has had any material interest, direct or indirect, in
any transaction or in any proposed transaction that has materially affected or
is reasonably expected to materially affect the Company.
PART Ten - ADDITIONAL INFORMATION
Additional information relating to the Company, including the audited
consolidated financial statements of the Company for the financial year ended
June 30, 2017, together with the auditor's report thereon, may be found on the
Company's website at www.solgold.com.au or under the Company's issuer profile
on SEDAR at www.sedar.com.
Approval
The contents of this Circular and the sending thereof to the Shareholders have
been approved by the Board.
DATED as of the 29th day of December, 2017.
(signed) "Karl Schlobohm"
Karl Schlobohm
Company SecretarySolGold plc
(a)
SCHEDULE"A"
Matters Reserved for the Board of Directors
Management Structure and Appointments
· Board and other senior management (the Chief Executive Officer and the
Company Secretary) appointments or removals.
· Board and senior management succession, training, development and
appraisal.
· Execute appropriate strategies to monitor performance of the Board in
implementing its functions and powers.
· Remuneration, contracts, grants of options and incentive arrangements
for senior management (if not delegated to a committee).
· Delegation of the Board's powers, and establishment of a Delegation of
Authority Matrix for the Company.
· Appoint and oversee the membership of committees and agree terms of
reference of board committees and task forces.
· Matters referred to the Board by the Board committees.
· Directors' conflicts or potential conflicts of interest.
Strategic/Policy Considerations
· Business strategy.
· Regulatory compliance with all relevant laws (Corporation Act, CA2006,
the ASX Listing Rules and the UK Listing Rules, etc.).
· Corporate Governance, Policies and Procedures.
· Specific risk management policies including insurance, hedging,
borrowing limits and corporate security.
· Agreement of codes of ethics and business practices.
· Review and assess risk management and internal compliance and control,
codes of conduct and legal compliance.
· Avoidance of wrongful or fraudulent trading.
Transactions
· Acquisitions and disposals of subsidiaries or other substantive
assets.
· Investment and other capital expenditure projects.
· Actions or transactions where there may be doubt over propriety.
· Approval of public announcements, prospectuses, circulars and similar
documents.
· Disclosure of directors' interests.
· Transactions with directors or other related parties.
Finance
· Approve and monitor Capital expenditure, capital management and Capital
adequacy.
· Raising new capital and confirmation of major financing facilities.
· Discussion of any proposed qualification to the financial statements.
· Final approval of annual and interim reports, financial statements and
accounting policies.
· Appointment/proposal of and liaise with the Company's external
auditor.
· Approval annual budgets for the coming year.
General
· Allotment, calls or forfeiture of shares.
· Shareholders and RNS communications.
· Calling of shareholders' meetings.
SCHEDULE "B"
Corporate Governance Charter
See attached.
Corporate Governance Charter
SolGold plc Company Number 05449516 (SolGold or Company)
Adopted pursuant to a resolution of the Board dated 28 June 2017
Section A - Principles of Corporate
Governance......................................................................................................
7
A.1 Board of
Directors.........................................................................................................................................
7
A.2 The
Chairperson............................................................................................................................................
9
A.3 Chief Executive Officer/Managing
Director..........................................................................................
10
A.4 Corporate
Ethics,........................................................................................................................................
10
A.5 Corporate Code of
Conduct.....................................................................................................................
10
A.6 Selection of External Auditor and rotation of Audit Engagement
Partner................................. 12
A.7
Committees..................................................................................................................................................
13
Section B - Corporate Governance Committee
Charter......................................................................................
14
B.1 CG Committee
Members.........................................................................................................................
14
B.2
Purpose.........................................................................................................................................................
14
B.3 Definition and Objectives of the CG
Committee................................................................................
14
B.4 Powers and Authority of the CG
Committee......................................................................................
15
B.5
Reporting.......................................................................................................................................................
15
B.6 Application of Standing
Rules.................................................................................................................
16
Section C - Audit & Risk Management Committee
Charter................................................................................
17
C.1 Committee
Members.................................................................................................................................
17
C.2
Purpose.........................................................................................................................................................
17
C.3 Definition and Objectives of the
Committee........................................................................................
17
C.4
Reporting.......................................................................................................................................................
19
C.5 Risk Management
Policies......................................................................................................................
20
C.6 Attendance at
Meetings...........................................................................................................................
20
C.7
Access...........................................................................................................................................................
20
C.8 Application of Standing
Rules.................................................................................................................
21
Section D - Remuneration Committee
Charter.........................................................................................................
22
D.1 Committee
Members.................................................................................................................................
22
D.2
Purpose.........................................................................................................................................................
22
D.3 Definition and Objectives of the Remuneration
Committee............................................................ 22
D.4 Remuneration
Policies..............................................................................................................................
23
D.5
Approval.........................................................................................................................................................
24
D.6
Reporting.......................................................................................................................................................
24
D.7
Meetings........................................................................................................................................................
26
D.8 Attendance at
Meetings...........................................................................................................................
26
D.9 Application of Standing
Rules.................................................................................................................
26
Section E - Nominations Committee
Charter............................................................................................................
27
E.1 Committee
Members.................................................................................................................................
27
E.2
Purpose.........................................................................................................................................................
27
E.3 Definition and Objectives of the
Committee........................................................................................
27
E.4
Reporting.......................................................................................................................................................
28
E.5 Attendance at
Meetings...........................................................................................................................
29
E.6
Access...........................................................................................................................................................
29
E.7 Application of Standing
Rules.................................................................................................................
30
Section F - Standing Rules of
Committees................................................................................................................
31
F.1
Application....................................................................................................................................................
31
F.2
Composition.................................................................................................................................................
31
F.3
Chairperson..................................................................................................................................................
31
F.4
Meetings........................................................................................................................................................
31
F.5
Fees................................................................................................................................................................
32
F.6 Review of
Charter........................................................................................................................................
32
F.7 Duties and
Responsibilities.....................................................................................................................
32
Section G - Corporate Ethics
Policy...............................................................................................................................
33
G.1
Introduction...................................................................................................................................................
33
G.2 Directors'
Duties..........................................................................................................................................
33
G.3 Dealing in Company
securities...............................................................................................................
35
G.4
Confidentiality..............................................................................................................................................
35
Section H - Diversity
Policy................................................................................................................................................
36
H.1 General Purpose and
Principle...............................................................................................................
36
H.2 Measurable Objectives, Targets and Key Performance Indicators -
Gender Diversity......... 37
H.3 Compliance
Requirements.......................................................................................................................
37
H.4
Communication...........................................................................................................................................
37
H.5
Accountability..............................................................................................................................................
37
H.6 Addenda to this
Policy..............................................................................................................................
37
H.7 Overriding
Caveat........................................................................................................................................
37
Section I - Nominee Director
Policy...............................................................................................................................
39
I.1 General
Purpose.........................................................................................................................................
39
I.2 Compliance with this
Policy....................................................................................................................
39
I.3 Principles for
Nominees............................................................................................................................
40
I.4 Provision of information to Nominating Shareholder by
Nominee................................................ 41
I.5 Nominating Shareholder principles - Confidential
Information...................................................... 41
I.6 Nominating Shareholder principles - Announcements and
disclosure....................................... 41
I.7 Nominating Shareholder principles - Inside
Information..................................................................
42
I.8 Restrictions on
Nominees........................................................................................................................
42
I.9
Qualifications...............................................................................................................................................
42
I.10
Interpretation................................................................................................................................................
43
Definitions
AIM means the market of that name operated by the London Stock Exchange.
AIM Rules means the rules for companies admitted to AIM published by the London Stock Exchange.
Articles means the Articles of Association of the Company.
Audit & Risk Management Committee or A&R Committee means that Committee charged with determining, implementing and assessing controls for financial management and financial reporting generally for the Company.
Board means the board of directors of the Company.
CA 2006 means the UK Companies Act 2006 as amended from time to time.
Charter means the charter of any Committee set out in this Corporate Governance Charter.
Committee means each committee created by the Board including without limitation, the Audit & Risk Management Committee, the Remuneration Committee, the Corporate Governance Committee and the Nominations Committee.
Company or SolGold means SolGold plc a company registered in England and Wales with Company Number 05449516 and registered in Australia as a foreign company with Australian Registered Business Number 65 117 169 856.
Company Dealing Code means the Company Code Regarding Dealings in Company Securities (Adopted by Board Resolution passed on 30 June 2016), as may be amended from time to time.
Connected Person has the meaning given to that term in the CA 2006.
Corporate Code of Conduct means the code of conduct set out in Section A.5.
Corporate Ethics Policy means the policy set out in Section G setting out directors' duties and various other obligations given their position with the Company.
Corporate Governance Committee or CG Committee means the Committee charged with reviewing compliance by the Board with amongst other matters, the provisions of this document.
Corporate Governance Charter means the policies, procedures and charters set out in this document.
Corporations Act means the Australian Corporations Act 2001 (Cth) as amended from time to time.
Director means a director of the Company.
Diversity includes, but is not limited to, gender, age, ethnicity and cultural background.
Diversity Policy means the policy developed from time to time by the Board establishing measurable objectives for achieving Diversity.
Exchange means an internationally recognised securities exchange (eg. ASX, TSX, LSE) other than AIM.
Exchange Rules means the official rules of an Exchange.
Independent means a Director who has a sufficient level of independence to the Company, determined in accordance with Section A.1(c) of this document.
London Stock Exchange means the London Stock Exchange plc.
Management means those employees of the Company that are responsible for the Company's day-to-day management.
Nominations Committee means the Committee for assisting the Board in relation to the appointment of members to the Board and of senior Management and in assessing the performance of such individuals.
Remuneration Committee means the Committee charged with and reviewing remuneration levels for directors and senior Management.
Standing Rules means the general and procedural rules of each Committee set out in Section F of this Corporate Governance Policy.
UK Corporate Governance Code means the UK Corporate Governance Code published in April 2016 and the best practice guidance issued by the Financial Reporting Council (as may be amended from time to time).
Section A - Principles of Corporate Governance
A.1 Board of Directors
(a) General
This document sets out the main principles adopted by the Board in order to
implement and maintain a culture of good corporate governance both internally
and in its dealings with outsiders.
The Board is committed to administering the policies and procedures with
openness and integrity, and pursuing the true spirit of corporate governance
commensurate with the Company's needs.
The Directors of the Company are required to operate to high ethical standards
and in compliance with all relevant laws, regulations and codes as may be
applicable to the Company from time to time.
The matters set out in this document are subject to:
- the CA 2006;
- the Corporations Act (as may be relevant to the Company having regard to
its registration as a foreign company in Australia pursuant to Part 5B.2 of
the Corporations Act);
- the Articles;
- where the Company is admitted to trading on AIM, the AIM Rules; and
- where the Company is listed or otherwise admitted to trading on an
Exchange, the relevant Exchange Rules of that Exchange (or Exchanges, as the
case may be).
The purpose of preparing and disclosing the matters set out in this document
is to:
(1) formalise the procedures so as to ensure that the Company and the
Board act in a transparent and appropriate manner in both its internal and
external dealings;
(2) ensure that appropriate checks, balances and procedures are in place
to monitor the operations of the Company and those charged with its
management; and
(3) provide for a transparent method for shareholders to evaluate the
performance of the Company from a corporate governance perspective.
In preparing and implementing these strategies, the Company and the Board are
mindful of the UK Corporate Governance Code and such other codes or guidelines
to which the Company may have regard from time to time.
(b) Functions, Powers and Responsibilities of the Board
Generally, the powers and obligations of the Board are governed by the CA 2006
and the general law.
Without limiting those matters, the Board expressly considers itself
responsible for the following:
(1) ensuring compliance with the CA 2006, the AIM Rules, any relevant
Exchange Rules and all relevant laws;
(2) developing, implementing and monitoring operational and financial
targets for the Company;
(3) appointment of appropriate staff, consultants and experts to assist
in the Company's operations, including the selection, monitoring and removal
of a Chief Executive Officer;
(4) ensuring appropriate financial and risk management controls are
implemented;
(5) approving and monitoring financial and other reporting;
(6) setting, monitoring and ensuring appropriate accountability for
directors' and executive officers' remuneration;
(7) establishing and maintaining communications and relations between the
Company and third parties, including its shareholders and relevant regulatory
authorities;
(8) implementing appropriate strategies to monitor performance of the
Board in implementing its functions and powers;
(9) oversight of the Company including its framework of control and
accountability systems to enable risk to be assessed and managed;
(10) ratifying the appointment and, where appropriate, removal of the Chief
Financial Officer and the Company Secretary;
(11) input into and final approval of the Management's development of
corporate strategy and performance objectives;
(12) reviewing and ratifying systems of risk management and internal
compliance and control, codes of conduct and legal compliance;
(13) monitoring senior Management's performance, implementation of strategy
and ensuring appropriate resources are available;
(14) approving and monitoring the progress of major capital expenditure,
capital management and acquisitions and divestitures;
(15) approval of the annual budget;
(16) monitoring the financial performance of the Company;
(17) liaising with the Company's external auditors;
(18) monitoring, and ensuring compliance with, all of the Company's legal
obligations;
(19) approving and monitoring financial and other reporting; and
(20) appointing and overseeing Committees where appropriate to assist in
the above functions and powers.
For the avoidance of any doubt, the Board may from time to time delegate its
authority in respect of any of the above matters to such persons or committees
as is permitted and deemed appropriate.
(c) Structure of the Board
The structure of the Board is determined in accordance with the following
principles:
(1) to have at least three Directors.
(2) to aim for, so far as is practicable given the size and complexity of
the Company:
(A) a majority of the Board being Independent Directors;
(B) the appointment of a Chairperson who is an Independent Director;
(C) a Chairperson who is not the Chief Executive Officer; and
(D) a Board comprising of members with diverse
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