CORPORATE GOVERNANCE STATEMENT
Introduction from the Chairman
The nature of the Company has changed dramatically since the rejection of the Khemisset ESIA in October 2024, and this has inevitably led to a change in the governance of the Group.
The Group no longer has active operations in the UK and Morocco, and its staff are now limited to a single full time CEO, and a Board consisting of the Chair and one other non-executive Director.
Nevertheless the Board remains committed to the same principles of good governance as before, and seeks, so far as appropriate given the Group’s size and the constitution of the Board, to comply with the QCA Corporate Governance Code 2018 (“QCA Code). A new QCA Code (2023) will be applicable for the financial year commencing on 1 January 2025. The Board believes this to be the most appropriate recognised governance code for the Group.
Last reviewed 30 October 2025
Emmerson’s strategy is now to seek a successful resolution of the dispute with the Moroccan government. The Board believes that it has a strong legal position in pursuing arbitration. And as such, is confident that a favourable outcome from this dispute (whether amicable or through arbitration) will deliver considerable value for shareholders and put the Company in a strong position to develop its strategy longer-term.
The Company will explore opportunities to develop the KMP as intellectual property, either as a standalone licence or in conjunction with other opportunities to develop potash or similar mining and fertiliser projects. The timing and nature of such a strategy will need to be refined once the legal case in Morocco is resolved, and any financial commitments will need to be carefully managed ahead of such an outcome.
The Company is committed to engaging and communicating openly with its shareholders to ensure that its strategy is 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.
Without any active operations, the Company now has a significantly reduced exposure to such issues.
The Company is now run by the CEO with regular interaction with the rest of the Board. All key decisions are closely managed by the Board.
The Board continues to receive 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 now consists of one executive Director 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 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 holds at least four 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 resigned on 28 October 2024) | 7/8 |
| Hayden Locke | 8/8 |
| Robert Wrixon | 8/8 |
| Graham Clarke | 8/8 |
| Rupert Joy (resigned on 28 October 2024) | 7/8 |
The Directors have extensive experience in the mining industry and in public markets. Information about each Director’s experience is given here.
The Board will continue to monitor its performance in light of the reduced scope of the Company’s strategy.
The Group’s Rules require that all Directors are submitted for election at the AGM following their first appointment to the Board and at least 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 Group 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 Hayden Locke and Robert Wrixon.
The Audit Committee receives and review reports from management and the group's auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the group's auditors and internal control procedures.
Due to the nature and size of the Group at present it would not be appropriate for the Group to have its own internal audit department reporting directly to the Audit Committee, this situation is reviewed annually. The Audit Committee met once during the year, to review and approve the 2023 audit and audited financial statements.
Remuneration Committee
The Remuneration Committee, currently consisting of Hayden Locke and Robert Wrixon, is a sub-committee of the Board and aims to meet at least twice each year. The salaries, remuneration and other financial benefits of the key management and members of the Board of Directors are determined by the Remuneration Committee having regard to the performance of individuals and market trends. During 2024, the Remuneration Committee met once.
Nomination Committee
The Company has not established a nomination committee as it is satisfied nominations can be considered by the Board.
The Board welcomes the views of all stakeholders who can contact the Directors or Company Secretary with any queries they may have. The Executive Director 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/.