CORPORATE GOVERNANCE STATEMENT
Introduction from the Chairman
The Board is committed to good corporate governance and so far as appropriate given the Company’s size and the constitution of the Board, intends to comply with the QCA Guidelines on Corporate Governance (“QCA Guidelines”). The Board believes this to be the most appropriate recognised governance code for this Group.
This is a practical, outcome-oriented approach to corporate governance that is tailored for small and mid-size quoted companies in the UK and which provides the Company with the framework to help ensure that a strong level of governance is maintained.
As Chairman, I am responsible for leading an effective board, fostering a good corporate governance culture, maintaining open communications with the shareholders and ensuring appropriate strategic focus and direction for the Group. Notwithstanding the Board’s commitment to applying the QCA Code, we will not seek to comply with the QCA Code where strict compliance in the future would be contrary to the primary objective of delivering long-term value for the Company’s shareholders and stakeholders.
However, we do consider that following the QCA Code, and a framework of sound corporate governance and an ethical culture, is conducive to long-term value creation for shareholders. All members of the Board believe strongly in the importance of good corporate governance to assist in achieving objectives and in accountability to stakeholders. In the statements that follow, the Company explains its approach to governance in more detail.
Last reviewed 12 April 2023
Emmerson's sole current activity is development of the Khemisset potash project in Morocco. The project has a large JORC Resource Estimate (2012) of 537Mt @ 9.24% K20 and significant exploration potential with an accelerated development pathway targeting a low capex, high margin mine. Khemisset is perfectly located to capitalise on the expected growth of African fertiliser consumption whilst also being located on the doorstep of European markets. The Feasibility Study completed in 2020 indicated that the project has a 19-year mine life and a net present value in excess of US$1.4 billion, which would therefore add considerable value to the company.
The Company is committed to engaging and communicating openly with its shareholders to ensure that its strategy, business model and performance are clearly understood. All Board members have responsibility for shareholder liaison, but queries are primarily delegated to the Company’s Advisors in the first instance or the Company’s CEO. Contact details for the Company’s advisors are available on the Company’s website.
Copies of the annual reports are sent to all shareholders and can be downloaded from the Company website https://www.emmersonplc.com; alternatively, they are available on request by writing to the Company Secretary at 55 Athol St, Douglas, Isle of Man, IM1 1LA. Other Company information for shareholders is also available on the website.
The Company also engages with shareholders at its AGM each year, which gives investors the opportunity to enter into dialogue with the Board and for the Board to receive feedback and take action if and when necessary. The results of the AGM are subsequently announced via RNS and published on the Company’s website.
The Board is aware that engaging with its stakeholders is key and ultimately promotes the long -term success of Emmerson PLC. The Group’s stakeholders include shareholders, members of staff of investee companies and of advisors and other service providers, suppliers, auditors, lenders, regulators, industry bodies, and the surrounding communities where its investments are located.
The Board as a whole is responsible for reviewing and monitoring the parties contracted to the Company, including their service terms and conditions. The audit committee supports Board decisions by considering and monitoring the risks to the Company.
The Board is regularly updated on wider stakeholder views and issues concerning the existing projects both formally at Board meetings and informally through ad hoc updates. The Board recognises the importance of its social responsibilities concerning its investment decisions. The Company is committed to continuing engagement with all stakeholders
The Directors are responsible for maintaining the Company’s systems of controls and risk management in order to safeguard its assets.
Risk is monitored and assessed by the Board, who meet at least quarterly, and the audit committee, who meet at least annually and are responsible for ensuring that the financial performance of the Group is properly monitored and reported. This process includes reviews of annual and interim accounts, results announcements, internal control systems, procedures and accounting policies.
The senior management team (“Executive Committee”) meet on a regular basis to consider new risks and opportunities presented to the Group, making recommendations to the Board as appropriate.
The Board receives guidance from FIM Capital Limited, the administrator and Company Secretary to the Group, covering updates to relevant legalisation and rules to ensure they remain fully informed and able to make informed decisions.
The Board consists of three executive Directors and two non-executive Directors. Details of each Director are given in a later section of this report.
The Chairman is responsible for leading the Board, ensuring its effectiveness in all aspects of its role, promoting a culture of openness of debate and communicating with the Group’s members on behalf of the Board by facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations between Executive and Non-Executive Directors. The Chairman also ensures that Directors receive accurate, timely and clear information. In doing so, this fosters a positive corporate governance culture throughout the Group.
The Chief Executive Officer is responsible for managing the Group’s business and operations within the parameters set by the Board.
The Non-Executive Directors are responsible for bringing independent judgement to the discussions held by the Board, using their breadth of experience and understanding of the business. Their key responsibilities are to constructively challenge and contribute to strategic proposals, and to monitor performance, resources, and standards of conduct, compliance and control, whilst providing support to executive management in developing the Group.
The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively.
The Board hold at least 4 meetings each year with further ad hoc meetings held as required. The Directors devote sufficient time to ensure the Group’s affairs are managed as efficiently as possible.Board Attendance During the Year
The number of formal scheduled Board meetings held and attended by Directors during the year were as follows:
| James Kelly | 9/9 |
| Hayden Locke | 6/9 |
| Rob Wrixon | 7/9 |
| Graham Clarke | 9/9 |
| Rupert Joy | 8/9 |
The Directors have extensive experience in the mining industry and a strong track record of value creation. It is a proven Board and management team, and it believes it has the correct balance of skills, reflecting a broad range of commercial and professional skills across geographies and industries that is necessary to ensure the Group is equipped to deliver its investment objective. Additionally, each Director has experience in public markets. Information about each Director’s experience is given on page 18.
All Board appointments have been made after consultation and detailed due diligence is carried out on all new potential board candidates. The Board will consider using external advisers to review and evaluate the effectiveness of the Board and Directors in future to supplement its own internal evaluation processes.
The Group’s Rules require that all Directors are submitted for election at the AGM following their first appointment to the Board and one third of the Directors are subject to retirement by rotation on an annual basis to refresh the Board, irrespective of performance.
The board is mindful that the tone and culture set by the Board will impact many aspects of the Company and the way that stakeholders behave and form views.
The Board has adopted a Bribery and Corruption Policy consistent with the requirements of the UK Bribery Act 2010 and the Isle of Man Bribery Act 2013. Compliance with the policy will be regularly reviewed at Board meetings.
A description of each Board member and their experience are displayed on the website at https://www.emmersonplc.com.
The Board of Directors is responsible for the determination of the investment decisions of the Company and for its overall supervision via the investment policy and objectives that it has set out.
The Board is also responsible for the Company’s day-to-day operations, in order to fulfil all their obligations, the Board has delegated some responsibilities through arrangements with the Investment Adviser and Administrator.
There is no nomination committee separate to the full Board. The role of the nomination committee is undertaken by the full Board. The Board intends to meet formally at least four times each year. At each Board meeting the financial performance of the Company and all other significant matters are reviewed so as to ensure the Directors maintain overall control and supervision of the Company’s affairs. The Board receives investment reports from the Asset Manager and Valuation and Portfolio Services Adviser and Committees.
The Board maintains regular contact with all its service providers and are kept fully informed of investment and financial controls and any other matters that should be brought to the attention of the Directors. The Directors also have access where necessary to independent professional advice at the expense of the Company.
The Chairman is responsible for leading an effective board, fostering a good corporate governance culture, maintaining open communications with the major shareholders and ensuring appropriate strategic focus and direction.
The Chief Executive Officer has overall responsibility for managing the day-to-day operations of the Company and the Board as a whole is responsible for implementing the Company’s strategy
Committees
Audit Committee
The Audit Committee is a sub-committee of the Board, currently consisting of James Kelly, Robert Wrixon and Rupert Joy. The Audit Committee should meet at least once since the last Annual General Meeting (“AGM”) and has reviewed the following, where relevant, with the executive Directors and external auditors of the Group:
- The audit plans and results of the external auditors’ examination and evaluation of the Group’s systems of internal accounting controls;
- The Group’s financial and operating results and accounting policies;
- The financial statements of the Group before their submission to the Directors and external auditors’ report on those financial statements;
- The quarterly, half-yearly and annual announcements as well as the related press releases on the results and financial position of the Group;
- The co-operation and assistance given by the management to the Group’s external auditors; and
- The re-appointment of the external auditors of the Group.
The Audit Committee following a review of the qualification, expertise and resources, effectiveness and independence of the external auditors recommended to the Board that they be reappointed.
Remuneration Committee
The Remuneration Committee, currently consisting of Rupert Joy, James Kelly and Hayden Locke, is a sub-committee of the Board and meets at least twice each year. The salaries, remuneration and other financial benefits of the key management and the members of the Board of Directors is determined by the Remuneration Committee having regard to the performance of individuals and market trends. During 2022, the Remuneration Committee met twice in order to consider the fees payable to Non-executive Directors, and to discuss a remuneration framework to be put in place for the Group during 2023.
Nomination Committee
The Company has not established a nomination committee as it is satisfied nominations can be considered by the Board.
The Audit Committee is a sub-committee of the Board, currently consisting of Rob Wrixon, James Kelly and Rupert Joy and it will meet formally at least twice each year. It will make recommendations to the Board which retains the right of final decision. The Audit Committee has primary responsibility for reviewing the financial statements and the accounting policies, principles and practices underlying them, liaising with the external auditors and reviewing the effectiveness of internal controls.
The terms of reference of the Audit Committee covers the following:
- The composition of the Committee, quorum and who else attends meetings.
- Appointment and duties of the Chairman.
- Duties in relation to external reporting, including reviews of financial statements, shareholder communications and other announcements.
- Duties in relation to the external auditors, including appointment/dismissal, approval of fee and discussion of the audit.
In addition, FIM has a number of internal control functions including a dedicated Compliance Officer who monitors compliance with all statutory and regulatory requirements and presents a report to the Board at each meeting.
The Remuneration Committee is a sub-committee of the Board, consisting of the non-executive directors, and it will meet formally at least twice each year. The salaries, remuneration and other financial benefits of the management and the members of the Board of Directors will be reviewed by this committee.
The Board welcomes the views of all stakeholders who can contact the Directors or Company Secretary with any queries they may have. The Executive Directors and advisers regularly engage with shareholders.
The Board recognises the importance of maintaining strong relationships with shareholders, so we understand their views and are aware of their issues and concerns.
The management team continues to have close dialogue with local landowners and ensure any concerns are addressed. The management team has also met with a number of senior officials of the Moroccan government, with whom the Khemisset project has been discussed in detail.
The Company communicates with shareholders and other stakeholders through the Annual Report and Accounts, full-year and half-year announcements, news announcements, the Annual General Meeting, and website.
Historical information is available on the website. The Group’s financial reports and Notices of General Meetings can also be found here https://www.emmersonplc.com/investors/corporate-documents/.