REG - SolGold PLC - Notice of AGM and Management Information Circular <Origin Href="QuoteRef">SOLG.L</Origin> - Part 5

SolGoldAnnouncement

29/12/2017 07:05

- Part 5: For the preceding part double click  ID:nRSc5160Ad 

regard to G.3.(a)Error! Reference source not found.: 
 
(1)      each Director must not, whilst they are in possession of any inside
information in relation to the Company, do anything which would constitute a
breach of the relevant laws relating to insider trading/dealing, market abuse
and dealing generally; 
 
(2)      each Director must comply with the Company Dealing Code; and 
 
(3)      each Director must comply with any AIM Rules and/or Exchange Rules
which may be applicable from time to time, in relation to dealing and
disclosure of any dealings, in the Company's securities. 
 
G.4      Confidentiality 
 
(a)        Each Director owes a fundamental duty of confidentiality to the
Company, and must use or disclose the Company's confidential information only
for the benefit of the Company. 
 
(b)        Directors must not pass, provide or otherwise disclose confidential
information to any person who does not have a right to know such information,
or who may use such information for personal gain or benefit, or otherwise to
the detriment of the Company. 
 
Section H - Diversity Policy 
 
H.1      General Purpose and Principle 
 
(a)        The Company respects and values the competitive advantage of
diversity (which includes but is not limited to gender, age, ethnicity and
cultural background), and the benefit of its integration throughout the
Company in order to enrich the Company's perspective, improve corporate
performance, increase shareholder value and maximise the probability of
achievement of the Company's goals (the Principle). 
 
(b)        In furtherance of the Company's commitment to the Principle, the
Board acknowledges the UK Corporate Governance Code and such other codes or
guidelines to which the Company may have regard from time to time.  However,
having regard to the size, scale, complexity and nature of its operations and
projects, the Board does not presently believe the Company to be of sufficient
size or complexity to warrant the implementation of formalized diversity
practices.  Rather, once the Board considers the Company to be of sufficient
size or complexity, the Company will formally: 
 
(1)      put the Principle into practice in the following manner: 
 
(A)     strategically and operationally, by: 
 
(i)       being attuned to diverse strategies to deliver the Company's
objectives with respect to diversity; 
 
(ii)      being attuned to diverse corporate, business and market
opportunities; and 
 
(iii)     being attuned to diverse tactics and means to achieve those
strategies in (i) and to take advantage of those opportunities in (ii) above. 
 
(B)     through Management, by: 
 
(i)       adding to, nurturing and developing the collective relevant skills,
and diverse experience and attributes of personnel within the Company; 
 
(ii)      ensuring that the Company's culture and management systems are
aligned with and promote the attainment of the Principle; 
 
(2)      develop strategies, initiatives and programs to promote the
Principle, including the achievement of gender diversity with respect to the
matters referred to in Section H.1(b)(1); 
 
(3)      set measurable objectives, and targets or key performance indicators
(KPIs), for the strategies, initiatives and programs to achieve gender
diversity with respect to the matters referred to in Section H.1(b)(1); 
 
(4)      implement the strategies, initiatives, programs and measurable
objectives referred to in paragraphs (2) and (3); and 
 
(5)      through Management, monitor, review and report to the Board
(including via the Remuneration Committee and Nominations Committee) on the
achievement of gender diversity with respect to the matters referred to in
paragraph H.1(b)(1), the Company's progress under this Policy. 
 
H.2      Measurable Objectives, Targets and Key Performance Indicators -
Gender Diversity 
 
(a)        With respect to gender diversity, once the Board considers the
Company to be of sufficient size or complexity, Management will: 
 
(1)      develop, for approval by the Board or its relevant sub-committee, as
appropriate: 
 
(A)     measurable objectives concerning the strategies, initiatives and
programs referred to in paragraph H.1(b)(2); 
 
(B)     targets or KPIs to verify progress towards attainment of those
measurable objectives; 
 
(2)      measure performance against those targets and KPIs; and 
 
(3)      report from time to time on the progress of the matters referred to
in (1) and (2) above. 
 
H.3      Compliance Requirements 
 
Once the Board considers the Company to be of sufficient size or complexity,
the Company will meet its obligations with respect to the issue of diversity,
as may be required under the UK Corporate Governance Code and other regulatory
requirements (if any). 
 
H.4      Communication 
 
(a)        The Company commits to the communication of this Policy within the
Company and to its shareholders and the market, including via its website: 
 
(1)      by way of transparency and accountability; and 
 
(2)      to better promote the prospects of attainment of the Principle. 
 
H.5      Accountability 
 
(a)        Reporting and accountability in the terms of this Policy will be a
periodic item on the Board agenda. 
 
(b)        At least annually the Nominations Committee and Remuneration
Committee will report to the Board on progress towards attainment of the
Principle, and otherwise to facilitate the Board in meeting any applicable
compliance requirements. 
 
H.6      Addenda to this Policy 
 
The following shall constitute addenda to this Policy (as they are adopted by
the Board from time to time) as if set out in this Policy: 
 
(a)        approved strategies, initiatives and programs and measurable
objectives referred to in paragraph H.1(b)(2); and 
 
(b)        approved measurable objectives, targets and KPIs referred to in
paragraph H.1(b)(3) as may apply from time to time. 
 
H.7      Overriding Caveat 
 
(a)        Nothing in this Policy shall be interpreted so as to endorse any of
the following matters: 
 
(1)      the principal criteria for selection and promotion of people to work
within the Company being other than their overall relative prospect of adding
value to the Company and enhancing the probability of achievement of the
Company's objectives, taking into account matters such as the nature of the
industry in which the Company operates; 
 
(2)      any discriminatory behaviour by or within the Company contrary to the
law, or any applicable codes of conduct or behaviour for the Company and its
personnel; and 
 
(3)      any existing person within the Company in any way feeling threatened
or prejudiced by this Policy in their career development or otherwise, merely
because their diversity attributes at any time may be more, rather than less,
common with others. 
 
Section I - Nominee Director Policy 
 
I.1        General Purpose 
 
(a)        This Nominee Director Policy (Policy) sets out the principles to be
followed by the Board, those Directors that are nominated by a shareholder
(each a Nominee) and the nominating shareholders (each a Nominating
Shareholder). 
 
(b)        The objective of the Policy is to ensure that all parties operate
in a transparent manner and to outline the principles that will assist with
the management of risks associated with sharing confidential information and
actual, potential and perceived conflicts of interest. 
 
(c)        For the avoidance of any doubt, this Policy: 
 
(1)      governs arrangements between the Company, on the one hand, and each
Nominating Shareholder and its Nominee, on the other hand.  It does not
operate as an agreement, arrangement or understanding between any Nominating
Shareholder (or its Nominee) and any other Nominating Shareholder (or its
Nominee); and 
 
(2)      does not restrict, amongst other matters, a Nominating Shareholder
from exercising at its absolute discretion a right to vote at a general
meeting of the Company or acquiring or disposing of any securities in the
Company. 
 
I.2        Compliance with this Policy 
 
(a)        Each Nominee and its Nominating Shareholder must, prior to the
Nominee's appointment as a Director (unless such Nominee was appointed as a
Director before the operation of this Policy, in which case, on or prior to
the operation of this Policy), provide to the Company a written confirmation
that the Nominee and its Nominating Shareholder will comply with their
respective obligations under this Policy. 
 
(b)        Each Nominee and its Nominating Shareholder must comply with all of
the restrictions and obligations under this Policy and the Nominee must not
communicate any information concerning the affairs of the Company Group which
the Nominee has received in their capacity as a Director of the Company to
their Nominating Shareholder or any Affiliate of their Nominating Shareholder,
except: 
 
(1)      where the Chairperson has consented to that disclosure under clause
I.4(b) (which information is to be held on the terms of this Policy); or 
 
(2)      where paragraphs (A), (B) or (C) of the definition of "Confidential
Information" are satisfied. 
 
(c)        If a Nominating Shareholder or its Nominee, in the opinion of the
Chairperson (acting reasonably), fails to comply with this Policy in any
material respect and such failure is not ceased or remedied within 5 Business
Days after receiving written notice from the Company (including, where the
Chairperson determines that the failure is personal to the Nominee, by the
resignation of the Nominee and to the extent permitted under any relevant
agreement, the nomination of a replacement Director by the relevant Nominating
Shareholder), or fails to comply with this Policy where such failure is a
Serious Breach of this Policy, then the Chairperson may make any one or more
of the following determinations (acting reasonably): 
 
(1)      that the Nominating Shareholder must cause and procure its Nominee to
retire immediately from the Board; 
 
(2)      that information made available to the Directors (including Board
papers), will not be made available to the Nominating Shareholder's Nominee
for such time, or on such conditions, as the Chairperson considers appropriate
in the relevant circumstances; or 
 
(3)      such other determination as the Chairperson (acting reasonably)
considers is appropriate in the relevant circumstances. 
 
I.3        Principles for Nominees 
 
(a)        In the interests of proper corporate governance, the flow of
certain types of information between the Company, Nominees and Nominating
Shareholders should be restricted.  This is to manage certain actual,
potential or perceived conflicts of interest that may arise between the duties
and obligations which a Nominee owes to the Company and to their Nominating
Shareholder. 
 
(b)        In the interests of best practice corporate governance, a Nominee
must not: 
 
(1)      request, and must not be given, Confidential Information to the
extent relating to matters where there is an actual, potential or perceived
risk of conflict of interest between the Nominee's duties to the Nominating
Shareholder and the Company (Excluded Information) which should not be
provided to a Nominee, as determined by the Chairperson (acting reasonably)
from time to time; 
 
(2)      be present during discussions, or vote on any resolution, to the
extent relating to Excluded Information (each discussion or vote being an
Excluded Deliberation in respect of that Nominee); and 
 
(3)      be appointed to any other position within, or by, the Company Group
which would result in the Excluded Information being made available to that
Nominee. 
 
(c)        Where the Board holds any Excluded Deliberations, it does so as an
ad hoc committee of the Board. 
 
(d)        If the Chairperson determines that information is Excluded
Information under clause I.3(b): 
 
(1)      the Chairperson will give prior notification to the Nominee, to the
extent possible without disclosing Excluded Information, in general terms of
the reasons why the Chairperson considers it should be Excluded Information
and as much information as possible concerning the content and the nature of
the Excluded Information as is possible without disclosing Excluded
Information; and 
 
(2)      if the Nominee or Nominating Shareholder notifies the Chairperson or
Board that it disagrees with the Chairperson's determination under clause
I.3(b) (the date on which such notification is made being the Notification
Date), a Board committee comprising all of the Company's Directors (but
excluding the Chairperson, the relevant Nominee and any Director who has also
been excluded from the relevant information or deliberation) must review the
Chairperson's decision within 10 Business Days (or such other period
determined by that Board committee acting reasonably) after the Notification
Date, and the Chairperson and Nominee or Nominating Shareholder will be
entitled to present their case to the Board committee.  The Board committee
will either confirm or overturn the Chairperson's decision and the Board
committee's decision will be final. 
 
(e)        The Nominee may also request to be excluded from deliberations on a
particular matter. Such deliberations will be taken to be Excluded
Deliberations until the Nominee requests to be included in deliberations
again. 
 
(f)         The Company and the Chairperson must proactively assess whether
any deliberations may involve a conflict of interest and use reasonable
endeavours to provide the Nominee with the opportunity to be excluded under
clause I.3(e).  In providing the Nominee with this opportunity, the Company
must not disclose more information than is necessary for the Nominee to assess
whether the Nominee should exclude themselves from deliberations. 
 
(g)        If the Chairperson makes a determination under clause I.3(b), the
Chairperson must (acting reasonably, and to the extent appropriate) keep the
Nominee informed in general terms of the progress and status of the Excluded
Deliberations. 
 
(h)        Notwithstanding anything else in this Policy, at any time, a
Nominee may request and must be given any information of the Company or its
Affiliates which is not Excluded Information that a director is entitled to at
law. 
 
I.4        Provision of information to Nominating Shareholder by Nominee 
 
(a)        A Nominee must keep all Confidential Information strictly
confidential and not disclose or use any such Confidential Information except
as permitted by law and this Policy. 
 
(b)        A Nominee must not communicate any Confidential Information to its
Nominating Shareholder or, for the avoidance of any doubt, any other person
(for example, any Affiliate of its Nominating Shareholder), except where the
Chairperson has consented to such communication. 
 
I.5        Nominating Shareholder principles - Confidential Information 
 
(a)        In certain limited circumstances, a Nominating Shareholder may
receive information from its Nominee that is Confidential Information (but,
for the avoidance of any doubt, will not receive Excluded Information). 
Nominating Shareholders must keep all Confidential Information strictly
confidential and not disclose or use any Confidential Information except as is
otherwise permitted by this Policy or by law. 
 
(b)        A Nominating Shareholder must: 
 
(1)      not, and must procure that its Affiliates, directors, officers or
employees do not, improperly use any of the Company's Confidential Information
to: 
 
(A)     gain advantage for itself or any other person; or 
 
(B)     cause detriment to the Company or the Company Group; and 
 
(2)      keep all Confidential Information under its effective control and
take or cause to be taken all such reasonable precautions as may be necessary
to prevent any unauthorised disclosure or use of any Confidential
Information. 
 
I.6        Nominating Shareholder principles - Announcements and disclosure 
 
(a)        To the extent permitted by law, a Nominating Shareholder must give
the Company the opportunity to review and comment on the relevant part of any
proposed announcement or disclosure relating to any aspect of any Confidential
Information (with such announcement or disclosure to include sufficient
information for the Company to understand the implications of that disclosure
for the Company), which the Nominating Shareholder (or its Affiliate) is
required to make, or wishes to make, under any applicable laws, AIM Rules or
Exchange Rules of any Exchange on which the Nominating Shareholder's
securities or its Affiliate's securities are quoted, listed or otherwise
admitted to trading.  Where immediate or prompt disclosure is required, the
Company must use reasonable endeavours to provide comments within the
timeframe nominated by the Nominating Shareholder (acting reasonably) to allow
it or its relevant Affiliate to meet its obligations under law, AIM Rules or
relevant Exchange Rules. 
 
(b)        The Company may (at its absolute discretion) make an announcement
disclosing the Confidential Information that the Nominating Shareholder (or
its Affiliate) proposes to announce under clause I.6(a) simultaneously with,
or before, the Nominating Shareholder (or its Affiliate), provided the Company
will not disclose any other information available from the proposed
announcement or disclosure of the Nominating Shareholder (or its Affiliate)
without the prior written consent of the Nominating Shareholder (such consent
not to be unreasonably withheld). 
 
I.7        Nominating Shareholder principles - Inside Information 
 
(a)        The Company has established a securities trading policy that covers
such matters as insider trading/dealing, market abuse and dealing in the
Company's securities (Company Dealing Code).  The relevant laws relating to
insider trading/dealing, market abuse and dealing can give rise to both
criminal and civil liability for not only the person that acts on inside
information but also the person who provides the inside information. 
Relevantly, Confidential Information may include inside information. 
Accordingly: 
 
(1)      each Nominating Shareholder and Nominee must not, whilst it is in
possession of any inside information in relation to the Company, do anything
which would constitute a breach of the relevant laws relating to insider
trading/dealing, market abuse and dealing; 
 
(2)      each Nominating Shareholder must direct its Affiliates, officers and
employees who may possess or be given any inside information in relation to
the Company not to do anything which would constitute a breach of the relevant
laws relating to insider trading/dealing, market abuse and dealing; and 
 
(3)      each Nominee must, for so long as it is a Director of the Company,
comply with the Company Dealing Code. 
 
I.8        Restrictions on Nominees 
 
(a)        A Nominee must in the Board's reasonable opinion, have the
requisite business acumen and relevant experience and otherwise be suitable to
be a Director of the Company. 
 
(b)        A Nominating Shareholder must not nominate a person as a Nominee if
that person: 
 
(1)      has been removed by resolution of the Company's shareholders; or 
 
(2)      was a Director who retired by rotation, or retired otherwise in
accordance with the Articles, and was not re-elected by the Company's
shareholders. 
 
I.9        Qualifications 
 
(a)        For the avoidance of doubt, this Policy does not restrict the
ability of a Nominating Shareholder to act as underwriter or sub-underwriter
in future capital raisings. 
 
(b)        The provisions of clauses I.5, I.6 and I.7 continue to apply to a
Nominating Shareholder until the earlier of: 
 
(1)      the date that is 12 months after the date its Nominee ceases to be a
Director of the Company; and 
 
(2)      the date the Nominating Shareholder and its Nominee ceases to be in
possession of, or have access to, Confidential Information. 
 
(c)        Where Confidential Information (including, for the avoidance of
doubt, Excluded Information) that has been withheld from a Nominee in
accordance with this Policy becomes public, or the Chairperson determines
(acting reasonably) that the potential for conflict has passed, the excluded
Nominee shall be entitled, at his or her request, to a briefing by the
Chairperson or other Directors as to the then status of the matter,
particulars of any decision of the Board or a Board committee in respect of
that matter and any information previously withheld. 
 
I.10      Interpretation 
 
(a)        In this Policy: 
 
(1)      "Affiliates" means with respect to any person, associates, and any
other person directly or indirectly controlling, controlled by, or under
common control with, that person; 
 
(2)      "Company Group" means the Company and its subsidiaries; 
 
(3)      "Confidential Information" means all or any information concerning
the business or affairs of the Company Group which is made available to the
Nominee in their capacity as a Director (or potential Director) of the Company
and information contemplated by clause I.3(b), including information made
available under the exceptions in clause I.3(b) by the Company in respect of
the Company Group, but Confidential Information does not extend to: 
 
(A)     information that is or becomes public knowledge (other than as a
result of breach of this Policy); 
 
(B)     information that was made available to the Nominee by a person other
than a member of the Company Group, provided such person is not known by the
Nominee, after having made reasonable investigations, to be bound by any
obligation of confidence in respect of that information; 
 
(C)     information already known to the Nominee or its Nominating Shareholder
other than as a result of a breach by any person of an obligation of
confidence; 
 
(D)     provided that the Nominating Shareholder has first complied with
clause I.6(a), information which a Nominating Shareholder is required to
disclose and does disclose under any applicable law, AIM Rule or the Exchange
Rules of any Exchange on which the Nominating Shareholder's securities or
Affiliate's securities are from time to time quoted, listed or otherwise
admitted to trading; or 
 
(E)     information, the disclosure of which by, or to, a Nominating
Shareholder has been approved by the Chairperson of the Company; 
 
(4)      "Nominee" has the meaning given to that term in clause I.1(a); 
 
(5)      "Nominating Shareholder" has the meaning given to that term in clause
I.1(a); 
 
(6)      "Serious Breach" means the failure of a Nominating Shareholder or its
Nominee to, in the opinion of the Chairperson (acting reasonably), comply
with: 
 
(A)     clause I.4 or clause I.5, where the failure has a material adverse
impact on the Company Group or any employee, officer, agent or contractor of
the Company Group; or 
 
(B)     clause I.7 in any respect, except for an inadvertent breach which has
no material adverse impact on  the Company Group or any employee, officer,
agent or contractor of the Company Group; 
 
Schedule "C"
Summary of Principle Changes to the Company's Articles of Association 
 
The following is a summary only of the principal proposed changes to the
Articles of Association. It is not an exhaustive list of all the proposed
changes, a number of which involve minor updating and small clarificatory
changes. Electronic copies of a marked up version of the current Articles of
Association, showing all proposed changes is available on request by email to
the Company Secretary (kschlobohm@solgold.com.au). 
 
1.     References to the Combined Code (on corporate governance, now
superseded by the UK Corporate Governance Code) have been deleted on the basis
that the Company is not subject to the corporate governance requirements
contained in the UK Corporate Governance Code. 
 
2.     Article 4.1 (regarding variation of class rights) is amended to clarify
that any shares held by the Company in treasury shall not be included when
determining whether thresholds applicable to the passing of resolutions or
consents of the holders of shares of different classes have been met. Similar
amendments are proposed at Article 16.2.1.2 to clarify that treasury shares
are not counted towards calculating whether a relevant holding of shares
exceeds 0.25 per cent of the issued shares of that class. 
 
3.     Article 6.2 (regarding the holding of shares in uncertificated form) is
supplemented to clarify that a class of shares shall not be treated as two
classes simply because some shares of that class are held in certificated form
and others in uncertificated form. 
 
4.     A new Article 10.4 is added to provide that the Board shall not refuse
to register any transfer or renunciation of partly paid shares which are
admitted to the Official List on the grounds that they are partly paid shares
in circumstances where such refusal would prevent dealings in such shares from
taking place on an open and proper basis. 
 
5.     Article 12.4 is amended to clarify that all general meetings shall be
called by at least such minimum notice period as is required or permitted by
the Companies Act 2006. General meetings of traded companies must be held on
not less than 21 clear days' notice. General meetings other than annual
general meetings can be held on 14 clear days' notice where shareholders have
approved this reduction by special resolution. 
 
6.     Article 12.9 is supplemented to clarify that approval of the director's
remuneration report and the director's remuneration policy shall not be
considered special business for the purposes of the Company's annual general
meetings. 
 
7.     The interpretation of an 'arm's length sale' under Article 16.4 is
extended to include a sale via any other stock exchange outside the United
Kingdom on which the Company's shares are normally traded. 
 
8.     Article 18.3.4  concerning automatic vacation of a director's office on
grounds of mental health is updated to reflect the position taken with regard
to physical and mental health in the Model Articles of Association for Public
Companies, as amended in respect of the Mental Health (Discrimination) Act
2013. 
 
9.     New Article 18.15 is added to clarify that if the office of a director
is vacated for any reason, he automatically ceases to be a member of any
committee or sub-committee of the Board. 
 
10.   Article 20.3 (repayment of directors' expenses) is extended to enable
the Company to provide a director with funds to meet expenditure incurred or
to be incurred by him for the purposes of the Company or for the purpose of
enabling him to perform his duties as an officer of the Company or to enable
him to avoid incurring any such expenditure. 
 
11.   Article 21.11 is amended to clarify that the power of the directors
under this Article to make provisions for the benefit of employees in
connection with cessation or transfer of business shall not extend to benefits
for directors, former directors or shadow directors. 
 
12.   Article 23.12 (passing of board resolutions in writing in lieu of a
meeting) is amended to allow written board resolutions to be passed by means
of electronic communications. 
 
13.   Article 30.1.2.2 is added to clarify that in respect of a capitalisation
of profits of the Company, the Company will also be entitled to participate in
the relevant distribution in relation to any shares of the relevant class held
by it as treasury shares. 
 
14.   References to the AIM Rules for Companies are replaced with references
to the UK Listing Rules, to reflect the Company's current status as a company
admitted to trading on the London Stock Exchange's main market for listed
securities (standard listing). 
 
15.   References to the Financial Services Authority are replaced with
references to the Financial Conduct Authority. 
 
This information is provided by RNS
The company news service from the London Stock Exchange