For
immediate release
30
September 2024
European
Metals Holdings
Limited
ANNUAL GOVERNANCE
STATEMENT
European Metals Holdings Limited (ASX & AIM: EMH, OTCQX:
EMHXY and EMHLF) ("European Metals" or the "Company")
announces the Company's Corporate Governance Statement.
The Corporate Governance Statement has been released
on the Australian Stock Exchange ("ASX") as required under the
listing rules of the ASX.
For further information please
contact:
|
European Metals Holdings Limited
Keith Coughlan, Executive
Chairman
Kiran Morzaria, Non-Executive
Director
Henko Vos, Company
Secretary
|
Tel: +61 (0) 419 996 333
Email:
keith@europeanmet.com
Tel: +44 (0) 20 7440 0647
Tel: +61 (0) 400 550
042
Email:
henko.vos@nexiaperth.com.au
|
|
Zeus Capital Limited (Nomad & Broker)
James Joyce / Darshan Patel / Isaac
Hooper (Corporate Finance)
Harry Ansell (Broking)
|
Tel: +44 (0) 20 3829 5000
|
|
BlytheRay (Financial PR)
Tim Blythe
Megan Ray
Chapter 1 Advisors (Financial PR - Aus)
David Tasker
|
Tel: +44 (0) 20 7138 3222
Tel: +61 (0) 433 112 936
|
ASX CORPORATE GOVERNANCE
STATEMENT
This Corporate Governance summary discloses the
extent to which the Company followed the recommendations set by the
ASX Corporate Governance Council in its publication 'Corporate
Governance Principles and Recommendations (4th Edition)'
(Recommendations) during
the year ended 30 June 2024. The Recommendations are not
mandatory; however, the Recommendations that will not be followed
have been identified and reasons have been provided for not
following them.
The Company's Corporate Governance Plan and Policies
has been posted on the Company's website at https://www.europeanmet.com/corporate-governance/.
Principles and
Recommendations
|
Comply
|
Explanation
|
|
Principle 1: Lay solid foundations for
management and oversight
|
|
Recommendation
1.1
A listed entity should have and disclose a board
charter setting out:
(a) the respective roles
and responsibilities of its board and management; and
(b) those matters
expressly reserved to the board and those delegated to
management.
|
Yes
|
The Company has adopted a Board Charter.
The Board Charter sets out the specific
responsibilities of the Board, requirements as to the Board's
composition, the roles and responsibilities of the Chairman and
Company Secretary, the establishment, operation and management of
Board Committees, directors' access to Company records and
information, details of the Board's relationship with management,
details of the Board's performance review, and details of the
Board's disclosure policy.
A copy of the Company's Board Charter is stated in
the Corporate Governance Plan, which is available on the Company's
website.
|
|
Recommendation
1.2
A listed entity should:
(a) undertake
appropriate checks before appointing a director or senior executive
or putting someone forward for election as a director;
and
(b) provide security
holders with all material information in its possession relevant to
a decision on whether or not to elect or re-elect a
director.
|
Yes
|
(a) The Company has
detailed guidelines for the appointment and selection of the Board.
The Company's Corporate Governance Plan and Policies requires the
Board to undertake appropriate checks before appointing a person or
putting forward to security holders a candidate for election, as a
director.
(b) Material information
relevant to any decision on whether or not to elect or re-elect a
director will be provided to security holders in the notice of
meeting holding the resolution to elect or re-elect the
director.
|
|
Recommendation
1.3
A listed entity should have a written agreement with
each director and senior executive setting out the terms of their
appointment.
|
Yes
|
The Company's Corporate Governance Plan and Policies
requires the Board to ensure that each director and senior
executive is a party to a written agreement with the Company which
sets out the terms of that director's or senior executive's
appointment.
|
|
Recommendation
1.4
The company secretary of a listed entity should be
accountable directly to the board, through the chair, on all
matters to do with the proper functioning of the board.
|
Yes
|
The Company Secretary is appointed and removed by,
and is accountable directly to, the Board.
The Company Secretary has access to all Board members
and the main functions of the role are to assist in advising the
Board on governance matters and monitoring compliance with board
and committee procedures. The role of the Company Secretary is
summarised in the Company's Board Charter and are reflective of the
Recommendations.
|
|
Recommendation
1.5
A listed entity should:
(a) have and disclose a
diversity policy;
(b) through its board or
a committee of the board set measurable objectives for achieving
gender diversity in the composition of its board, senior
executives, and workforce generally; and
(c) disclose in
relation to each reporting period:
(i) the measurable
objectives set for that period to achieve gender
diversity;
(ii) the entity's progress
towards achieving those objectives; and
(iii) either:
(A) the
respective proportions of men and women on the board, in senior
executive positions and across the whole workforce (including how
the entity has defined "senior executive" for these purposes);
or
(B) if the
entity is a "relevant employer" under the Workplace Gender Equality
Act, the entity's most recent "Gender Equality Indicators", as
defined in and published under that Act.
|
Partial
|
The Company has adopted a Diversity Policy in the
Corporate Governance Plan and Policies which is available on the
company website.
The Company's Diversity Policy does not include
measurable objectives as the Board believes that the Company will
not be able to successfully meet these given the current size and
stage of development of the Company. If the Company's
activities increase in size, nature and scope in the future, then
appropriate measurable objectives will be set and put into
place.
Notwithstanding the above, the Company strives to
provide the best possible opportunities for current and prospective
employees of all backgrounds in such a manner that best adds to
overall shareholder value and which reflects the values, principles
and spirit of the Company's Diversity Policy.
At 30 June 2024 the Company had the following ratio
of employees:
|
|
Male
|
Female
|
|
Employees
|
100%
|
0%
|
|
Board
|
80%
|
20%
|
|
Senior
Executive
|
100%
|
0%
|
|
Group
|
86%
|
14%
|
A senior executive is defined by the Company as a
member of the senior management team as distinct from the Board,
being those who have the opportunity to materially influence the
integrity, strategy and operation of the Company and its financial
performance.
The Company is not a "relevant employer" under the
Workplace Gender Equality Act 2012.
|
|
Recommendation
1.6
A listed entity should:
(a) have and disclose a
process for periodically evaluating the performance of the board,
its committees, and individual directors; and
(b) disclose for each
reporting period whether a performance evaluation has been
undertaken in accordance with that process during or in respect of
that period.
|
Yes
|
The Nomination Committee is responsible for
evaluating the performance of the Board and individual Directors on
an annual basis in accordance with its Charter. It may do so with
the aid of an independent advisor. The Performance Evaluation
Policy can be found in the Company's Corporate Governance Plan.
The Board periodically discussed the performance and
composition of the Board during the reporting period, considering
issues or concerns as they arose. This ongoing process has
remained in-house and informal through the year.
A performance review of the Board, Directors and
Committees was undertaken during the reporting period via a
roundtable discussion. No material weaknesses were identified, and
no governance changes were deemed necessary.
|
|
Recommendation
1.7
A listed entity should:
(a) have and disclose a
process for evaluating the performance of its senior executives at
least once every reporting period; and
(b) disclose for each
reporting period whether a performance evaluation has been
undertaken in accordance with that process during or in respect of
that period.
|
Yes
|
(a) The Remuneration
Committee is responsible for evaluating the performance of senior
executives.
(b) The Company's
Corporate Governance Plan and Policies requires the Remuneration
Committee to conduct annual performance of the senior executives.
Performance Evaluation Policy requires the Company to disclose
whether or not performance evaluations were conducted during the
relevant reporting period.
The Committee periodically met with
senior executives to discuss any issues or concerns as they arose.
This ongoing process has remained in-house and informal through the
year.
A performance review of was
undertaken during the reporting period via a roundtable discussion.
No material weaknesses were identified, and no governance changes
were deemed necessary.
|
|
Principle 2: Structure the board to be
effective and add value
|
|
Recommendation
2.1
The board of a listed entity should:
(a) have a nomination
committee which:
(i) has at least three
members, a majority of whom are independent directors;
and
(ii)
is chaired by an independent director,
and disclose:
(iii) the
charter of the committee;
(iv)
the members of the committee; and
(v) as at the end of each
reporting period, the number of times the committee met throughout
the period and the individual attendances of the members at those
meetings; or
(b) if it does not have
a nomination committee, disclose that fact and the processes it
employs to address board succession issues and to ensure that the
board has the appropriate balance of skills, knowledge, experience,
independence, and diversity to enable it to discharge its duties
and responsibilities effectively.
|
Partial
|
(a) The Company has a
Nomination Committee comprising all members of the Board with
Kiran Morzaria being Chairman of the Committee. Ambassador
Bloomfield and Merrill Gray are considered to be
independent.
The role and responsibilities of the
Nomination Committee is outlined in the Nomination Committee
Charter of the Corporate Governance Plan and Policies available
online on the Company's website.
The Company's objective is to have
an appropriate mix of expertise and experience on the Board, and
where appropriate its committees, so that the Board can effectively
discharge its corporate governance and oversight
responsibilities
The Committee met once during the year and on all
occasions were attended by all members.
|
|
Recommendation
2.2
A listed entity should have and disclose a board
skills matrix setting out the mix of skills that the board
currently has or is looking to achieve in its membership.
|
Yes
|
|
Board Skills Matrix
|
Number of directors that meet
the skill as at 30 June 2024 and the date of this
statement
|
|
Executive and Non-Executive
experience
|
5
|
|
Industry experience and
knowledge
|
5
|
|
Leadership
|
5
|
|
Corporate governance and Risk
Management
|
5
|
|
Strategic thinking
|
5
|
|
Desired behavioural
competencies
|
5
|
|
Geographic experience
|
5
|
|
Capital Markets experience
|
5
|
|
|
|
|
Subject matter expertise
|
|
|
- accounting
|
3
|
|
- capital management
|
5
|
|
- corporate financing
|
4
|
|
- industry taxation
|
0
|
|
- risk management
|
5
|
|
- legal
|
1
|
|
- IT expertise
|
0
|
|
- HR expertise and/or experience in
workplace health and safety
|
5
|
|
- marketing
|
5
|
|
- environment and
sustainability
|
5
|
|
- community relations
|
5
|
External firms are employed to support and maintain
taxation, legal, and IT requirements.
|
|
Recommendation
2.3
A listed entity should disclose:
(a) the names of the
directors considered by the board to be independent
directors;
(b) if a director has an
interest, position, affiliation, or relationship of the type
described in Box 2.3 but the board is of the opinion that it does
not compromise the independence of the director, the nature of the
interest, position or relationship in question and an explanation
of why the board is of that opinion; and
(c) the length of
service of each director.
|
Yes
|
(a) The Company has
accepted the definition of "independence" in the Recommendations in
making the assessments of independence. Ambassador Bloomfield and
Merrill Gray are considered to be independent. The details of the
directors are disclosed in the Annual Report and Company
website.
(b) The Board Charter
requires directors to disclose their interest, positions,
associations, and relationships and requires that the independence
of directors be regularly assessed by the Board in light of the
interests disclosed by directors. Details of the directors
interests, positions associations and relationships are provided in
the Annual Reports and Company website. Each director's
independence status is regularly assessed against Box
2.3.
(c) The Board
Charter provides for the determination of the directors' terms and
requires the length of service of each director to be disclosed.
The length of service of each director is provided in the Annual
Reports.
|
|
Recommendation
2.4
A majority of the board of a listed entity should be
independent directors.
|
No
|
The Company did not have a majority of independent
directors during the year. At this time, only Ambassador
Bloomfield and Merrill Gray are considered to be independent.
Whilst this is not in accordance with the
Recommendation, the Board considers that its current composition is
the most appropriate blend of skills and expertise relevant to the
Company's business, size and operations. The Board is aware
of the importance of independent judgement and considers
independence, amongst other things, when new appointments to the
Board are made.
|
|
Recommendation
2.5
The chair of the board of a listed entity should be
an independent director and, in particular, should not be the same
person as the CEO of the entity.
|
No
|
The Board Charter provides that where possible, the
Chairman of the Board should be an independent director and not be
the same person as the MD of the Company.
Mr Keith Coughlan serves as the Executive Chairman of
the Board, a role deemed beneficial by the Board due to the
Company's current stage of development.
As the Company grows in size and complexity, the
Board will contemplate the appointment of an independent chair.
|
|
Recommendation
2.6
A listed entity should have a program for inducting
new directors and for periodically reviewing whether there is a
need for existing directors to undertake professional development
to maintain the skills and knowledge needed to perform their role
as directors effectively.
|
Yes
|
The Board Charter states that a specific
responsibility of the Board is to procure appropriate professional
development opportunities for directors. The Board is responsible
for the approval and review of induction and continuing
professional development programs and procedures for directors to
ensure that they can effectively discharge their
responsibilities.
|
|
Principle 3: Instil a culture of acting
lawfully, ethically, and responsibly
|
|
Recommendation
3.1
A listed entity should articulate and disclose its
values.
|
Yes
|
The Company has formulated Core Values that are
included in the Board Charter outlined in the Corporate Governance
Plan and Policies available on the Company's website.
|
|
Recommendation
3.2
A listed entity should:
(a) have and disclose a
code of conduct for its directors, senior executives, and
employees; and
(b) ensure that the
board or a committee of the board is informed of any material
breaches of that code.
|
Yes
|
(a) The Corporate Code
of Conduct applies to the Company's directors, senior executives
and employees and is outlined in the Corporate Governance Plan and
Policies which is on the Company's website.
(b) The Code of Conduct
states that any material breaches are to be reported to the Board.
No breaches of the code were reported during the year under
review.
|
|
Recommendation
3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is informed
of any material incidents reported under that policy.
|
Yes
|
The Company has a Whistleblower
Policy in the Corporate Governance Plan and Policies which is on
the Company's website.
The policy outlines the Company's
commitment to encourage the reporting of any instances of suspected
unethical, illegal, fraudulent, or undesirable conduct involving
The Company and provides protections and measures so that those
persons who make a report may do so confidentially and without fear
of intimidation or reprisal.
The Company confirms that any
material incidents under this Policy will be notified to the Board
or a committee of the Board.
|
|
Recommendation
3.4
A listed entity should:
(a) have and disclose an
anti-bribery and corruption policy; and
(b) ensure that the
board or committee of the board is informed of any material
breaches of that policy.
|
Yes
|
The Company has an Anti-Bribery and Anti-Corruption
Policy in the Corporate Governance Plan and Policies which is on
the Company's website. The policy sets out the conduct expected by
the Company to minimise the risk of bribery or corruption occurring
in connection with its operations and activities, as well as
providing guidance on how to deal with instances of bribery or
corruption.
|
|
Principle 4:
Safeguard the integrity of corporate reports
|
|
Recommendation
4.1
The board of a listed entity should:
(a) have an audit
committee which:
(i) has at least three
members, all of whom are non-executive directors and a majority of
whom are independent directors; and
(ii)
is chaired by an independent director, who is not the chair of the
board,
and disclose:
(iii) the
charter of the committee;
(iv)
the relevant qualifications and experience of the members of the
committee; and
(v) in relation to each
reporting period, the number of times the committee met throughout
the period and the individual attendances of the members at those
meetings; or
(b) if it does not have
an audit committee, disclose that fact and the processes it employs
that independently verify and safeguard the integrity of its
corporate reporting, including the processes for the appointment
and removal of the external auditor and the rotation of the audit
engagement partner.
|
Partial
|
(a) The Company has an
Audit and Risk Committee comprising of three members being
Ambassador Bloomfield (Chairman), Kiran Morzaria and Merrill
Gray. Ambassador Bloomfield and Merrill Gray are considered to be
independent, and Ambassador Bloomfield is not the chair of the
Board.
The Audit and Risk Committee Charter
is outlined in the Corporate Governance Plan and Policies available
on the Company's website.
Details regarding the directors'
qualifications and experience are contained in the Director's
Report of the Annual Report, with the Committee deemed to be
structured so that it has the relevant accounting and financial
expertise required to discharge its responsibilities.
The Committee met twice during the
year and on all occasions were attended by all members.
|
|
Recommendation
4.2
The board of a listed entity should, before it
approves the entity's financial statements for a financial period,
receive from its CEO and CFO a declaration that, in their opinion,
the financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the financial
position and performance of the entity and that the opinion has
been formed on the basis of a sound system of risk management and
internal control which is operating effectively.
|
Yes
|
In respect of each statutory financial reporting
period, the Board was provided with a declaration in accordance
with S295A of the Corporations Act which is consistent with
Recommendation 4.2. The Company complied with this
recommendation.
|
|
Recommendation
4.3
A listed entity should disclose its process to verify
the integrity of any periodic corporate report it releases to the
market that is not audited or reviewed by an external auditor.
|
Yes
|
The Company is committed to providing clear, concise
and factual disclosure of material information to all investors in
its corporate reports. The Company has adopted a process for the
preparation, verification and approval of corporate reports to
confirm the accuracy of those reports. Information published
in the Company's periodic cashflow reports, Half Year reports and
others are prepared by the Company's external accountants.
Where information is not subject to an audit, it is verified by
Senior Management and approved by the Board prior to release to the
market. (This remains the case also for externally audited
information).
All announcements indicate the relevant approver of
releases.
|
|
Principle 5: Make timely and balanced
disclosure
|
|
|
Recommendation
5.1
A listed entity should have and disclose a written
policy for complying with its continuous disclosure obligations
under listing rule 3.1.
|
Yes
|
The Board Charter provides details of the Company's
disclosure policy. In addition, Continuous Disclosure Policy of the
Corporate Governance Plan and Policies outlines the Company's
disclosure requirements as required by the ASX Listing Rules and
other relevant legislation.
The Board Charter and Continuous Disclosure Policy
are in the Corporate Governance Plan and Policies available on the
Company website.
|
|
|
Recommendation
5.2
A listed entity should ensure that its board receives
copies of all material market announcements promptly after they
have been made.
|
Yes
|
The Board is involved in the review and authorisation
of material Company announcements and therefore has visibility of
the nature, quality and frequency of information being disclosed to
the market.
|
|
|
Recommendation
5.3
A listed entity that gives a new and substantive
investor or analyst presentation should release a copy of the
presentation materials on the ASX Market Announcements Platform
ahead of the presentation.
|
Yes
|
Materials used in external investor or analyst
presentations which are substantive in nature and which have not
previously been disclosed will be released to the ASX prior to
their use.
|
|
|
Principle 6: Respect the rights of security
holders
|
|
|
Recommendation
6.1
A listed entity should provide information about
itself and its governance to investors via its website.
|
Yes
|
The Company's website, www.europeanmet.com, provides
information about the Company, its projects, its Board and
management and corporate governance documents.
|
|
|
Recommendation
6.2
A listed entity should have an investor relations
program that facilitates effective two-way communication with
investors.
|
Yes
|
The Company has a Shareholder Communications Policy
in the Corporate Governance Plan and Policies which is publicly
available on the Company's website, including the effective use of
electronic communications.
|
|
|
Recommendation
6.3
A listed entity should disclose how it facilitates
and encourages participation at meetings of security holders.
|
Yes
|
The Company has a Shareholder Communications Policy
in the Corporate Governance Plan and Policies which is publicly
available on the Company's website. The Policy specifically
encourages full participation of shareholders at General Meetings
to ensure a high level of accountability and identification with
the Company's strategy and goals and outlines the various ways in
which the Company communicates with shareholders.
|
|
|
Recommendation
6.4
A listed entity should ensure that all substantive
resolutions at a meeting of security holders are decided by a poll
rather than by a show of hands.
|
Yes
|
The Board ensures that all substantive resolutions at
a meeting of security holders are decided by poll rather than by a
show of hands.
|
|
|
Recommendation
6.5
A listed entity should give security holders the
option to receive communications from, and send communications to,
the entity and its security registry electronically.
|
Yes
|
The Company provides shareholder materials directly
to shareholders through electronic means. A shareholder may
request a hard copy to be posted to them.
The Company's share registry is maintained
electronically by Computershare. Their contact details are
disclosed in the Corporate Directory of the Annual Report.
|
|
|
Principle 7: Recognise and manage
risk
|
|
|
Recommendation
7.1
The board of a listed entity
should:
(a) have a committee or
committees to oversee risk, each of which:
(i)
has at least three members, a majority of whom are independent
directors; and
(ii) is
chaired by an independent director,
and disclose:
(iii) the charter
of the committee;
(iv) the members
of the committee; and
(v) as at
the end of each reporting period, the number of times the committee
met throughout the period and the individual attendances of the
members at those meetings; or
(b) if it does not have
a risk committee or committees that satisfy (a) above, disclose
that fact and the processes it employs for overseeing the entity's
risk management framework.
|
Partial
|
The Company has an Audit and Risk Committee
comprising of three members being Ambassador Bloomfield
(Chairman), Kiran Morzaria and Merrill Gray. Ambassador
Bloomfield and Merrill Gray are considered to be independent, and
Ambassador Bloomfield is not the chair of the Board.
The Audit and Risk Committee Charter is outlined in
the Corporate Governance Plan and Policies available on the
Company's website.
Details regarding the directors' qualifications and
experience are contained in the Director's Report of the Annual
Report, with the Committee deemed to be structured so that it has
the relevant accounting and financial expertise required to
discharge its responsibilities.
The Committee met twice during the year and on all
occasions were attended by all members.
|
|
|
Recommendation
7.2
The board or a committee of the board should:
(a) review the entity's
risk management framework at least annually to satisfy itself that
it continues to be sound, and that the entity is operating with due
regard to the risk appetite set by the board; and
(b) disclose, in
relation to each reporting period, whether such a review has taken
place.
|
Yes
|
(a) The
Company has a Risk Management Policy in the Corporate Governance
Plan and Policies outlining a requirement to identify and measure
risk, monitor the environment for emerging factors and trends that
affect these risks, formulate risk management strategies, and
monitor the performance of risk management systems.
(b) The
Board regularly reviews the Company's risk profile at its Board
meetings and a risk management culture is encouraged amongst
employees and contractors.
|
|
|
Recommendation
7.3
A listed entity should disclose:
(a) if it has an
internal audit function, how the function is structured and what
role it performs; or
(b) if it does not have
an internal audit function, that fact and the processes it employs
for evaluating and continually improving the effectiveness of its
governance, risk management and internal control
processes.
|
Yes
|
(a) The Company does not
have an internal audit function.
(b) The Audit and Risk
Committee Charter in the Company's Corporate Governance Plan and
Policy delegates the responsibility for
undertaking and assessing risk management and internal control
effectiveness to the Audit and Risk Committee.
The Board recognises that no
cost-effective internal control system will preclude all errors and
irregularities. The Company's risk management and internal control
system is based upon written procedures, policies and guidelines,
an organisational structure that provides an appropriate division
of responsibility, and the selection and training of qualified
service providers and personnel.
The Company's policies are designed
to ensure strategic, operational, legal, reputation and financial
risks are identified, assessed effectively, and efficiently managed
and monitored to enable achievement of the Company's business
objectives.
A number of the Company's activities
are also undertaken by external consultants, given the Company's
size and level of current activities, coupled with the cost benefit
this currently provides the Company.
|
|
|
Recommendation
7.4
A listed entity should disclose whether it has any
material exposure to environmental or social risks and, if it does,
how it manages or intends to manage those risks.
|
Yes
|
The Audit and Risk Committee Charter details the
Company's risk management systems which assist in identifying and
managing potential or apparent environmental and social
sustainability risks (if appropriate).
The Company has assessed its exposure to economic
risks as high on the basis that it has no material income and is
reliant on the potential exploration success and project
development progress including but not limited mine and
infrastructure design and development, processing flowsheet
development and permitting across all aspects of the project to
raise capital to fund exploration, further project development and
project delivery as well as corporate operating costs.
This risk is managed by regularly reviewing future
cashflow requirements to ensure that fundraising is performed in a
timely manner and that the Company remains in a position to pay its
debts as and when they fall due. The Company has no material
exposure to environmental or sustainability risks.
The Company's corporate ethics includes a strong
focus on environmental responsibility. This approach is integral to
ensuring the long-term sustainability of the Company's mineral
processing, mining and exploration operations.
An Environment, Social and Governance (ESG) Policy
has been established to ensure that its field operations comply
with permits and licenses, and have minimal impact on the
surrounding environments and communities. A copy of this policy is
available on the Company's website
A copy of the Company's policies on risk oversight
and management of material business risks is publicly available
under the heading Risk Management Policy.
Review of the Company's risk management framework is
conducted at least annually, and during the reporting period the
Company has no material exposure to environmental or sustainability
risks.
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Principle 8: Remunerate fairly and
responsibly
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|
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Recommendation
8.1
The board of a listed entity should:
(a) have a remuneration
committee which:
(i) has at least three
members, a majority of whom are independent directors;
and
(ii)
is chaired by an independent director,
and disclose:
(iii) the
charter of the committee;
(iv)
the members of the committee; and
(v) as at the end of each
reporting period, the number of times the committee met throughout
the period and the individual attendances of the members at those
meetings; or
(b) if it does not have
a remuneration committee, disclose that fact and the processes it
employs for setting the level and composition of remuneration for
directors and senior executives and ensuring that such remuneration
is appropriate and not excessive.
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Partial
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(a) The Company's
Remuneration Committee comprises two members being Kiran Morzaria
(Chairman) and Ambassador Bloomfield. Ambassador Bloomfield
is considered to be an independent director.
The role and responsibilities of the Remuneration
Committee is outlined in the Remuneration Committee Charter of the
Corporate Governance Plan and Policies available on the Company's
website. The qualifications, experience, and attendance of the
members of the Remuneration Committee are detailed in the
Remuneration Report which forms part of the Directors' Report in
the Company's Annual Report.
The Company does not meet the recommendation of the
Remuneration Committee having a majority of independent directors.
Whilst this is not in accordance with the Recommendation, the Board
considers that its current composition is the most appropriate
blend of skills and expertise relevant to the Company's business,
size and operations. The Board is aware of the importance of
independent judgement and considers independence, amongst other
things, when new appointments to the Board are made.
The full Board approves all management remuneration
including the allocation of options (if any) and involves itself in
the nomination, selection and retirement of Directors. No Director
may be involved in setting their own remuneration or terms and
conditions and in such a case, relevant Directors are required to
be absent from the full Board discussion.
The Board seeks to ensure that collectively its
membership represents an appropriate balance between Directors with
experience and knowledge of the Company and Directors with an
external or fresh perspective.
The Board reviews the range of expertise of its
members on a regular basis and seeks to ensure that it has
operational and technical expertise relevant to the operation of
the Company. Directors are re-elected, nominated and appointed to
the Board in accordance with the Board's policy on these matters
set out in the Remuneration Committee Charter, the Company's
Constitution and ASX Listing Rules.
The Committee met once during the year which was
attended by all members.
The Company's remuneration philosophy, objectives and
arrangements are detailed in the Remuneration Report which forms
part of the Directors' Report in the Company's 2024 Annual Report
(lodged separately with the ASX).
The Remuneration Committee Charter is publicly
available on the Company's website.
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Recommendation
8.2
A listed entity should separately disclose its
policies and practices regarding the remuneration of non-executive
directors and the remuneration of executive directors and other
senior executives.
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Yes
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Details of the Company's policies and practices
regarding the remuneration of non-executive directors, executive
directors and other senior executives is set out in the
Remuneration Report as disclosed in the Company's Directors' Report
as part of the Company's Annual Report.
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Recommendation
8.3
A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on
whether participants are permitted to enter into transactions
(whether through the use of derivatives or otherwise) which limit
the economic risk of participating in the scheme; and
(b) disclose that policy
or a summary of it.
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Yes
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(a) The Company's
Remuneration Committee Charter states that the Committee is
required to review, manage, and disclose the policy (if any) on
whether participants are permitted to enter into transactions
(whether through the use of derivatives or otherwise) which limit
the economic risk of participating in the scheme. The Board must
review and approve any equity-based plans.
(b) A copy of the
Company's Corporate Governance Plan and Policies which includes the
Remuneration Committee Charter is available on the Company's
website.
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Principle 9: Additional recommendations that
apply only in certain cases
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Recommendation
9.1
A listed entity with a director who does not speak
the language in which board or security holder meetings are held or
key corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and understands and
can discharge their obligations in relation to those documents.
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N/A
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The Company's directors are all fluent in
English.
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Recommendation
9.2
A listed entity established outside Australia should
ensure that meetings of security holders are held at a reasonable
place and time.
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N/A
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The Company is registered in Australia.
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Recommendation
9.3
A listed entity established outside Australia, and an
externally managed listed entity that has an AGM, should ensure
that its external auditor attends its AGM and is available to
answer questions from security holders relevant to the audit.
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N/A
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The Company is registered in Australia.
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QCA CORPORATE GOVERNANCE
REPORT
The following sets out the Company's
Corporate Governance Report in accordance with the AIM Rules for
Companies, a copy of which is also available from the Company's
website at:
https://www.europeanmet.com/aim-rule-26/
INTRODUCTION
In April 2018, the Quoted Companies
Alliance (QCA) published an updated version of its Code which
provides UK small and mid-sized companies such as European Metals
Limited with a corporate governance framework that is appropriate
for a Company of our size and nature. The Board considers the
principles and recommendations contained in the QCA Code are
appropriate and have therefore chosen to apply the QCA
Code.
The updated 2018 QCA Code has 10
principles that should be applied. Each principle is listed
below together with an explanation of how the Company applies or
otherwise departs from each of the principles.
PRINCIPLE ONE
Business Model and
Strategy
Geomet s.r.o. controls the mineral exploration
licenses awarded by the Czech State over the Cinovec Lithium
Project. Geomet s.r.o. is owned 49% by European Metals and 51% by
CEZ a.s. through its wholly owned subsidiary, SDAS. Cinovec hosts a
globally significant hard rock lithium deposit with a total
Indicated Mineral Resource of 360.2Mt at 0.44% Li2O and
0.05% Sn and an Inferred Mineral Resource of 294.7Mt at 0.39%
Li2O and 0.05% Sn containing a combined 7.39 million
tonnes Lithium Carbonate Equivalent and 335.1kt of tin reported 13
October 2021. An initial Probable Ore Reserve of 34.5Mt at 0.65%
Li2O and 0.09% Sn reported 4 July 2017 has been declared
to cover the first 20 years mining at an output of 22,500tpa of
lithium carbonate reported 11 July 2018.
On 19 January 2022, EMH provided an update to the
2019 PFS Update, conducted by specialist independent consultants,
which indicates a post-tax NPV of USD1.938B and a post-tax IRR of
36.3% and confirmed that the Cinovec Project is a potential low
operating cost producer of battery-grade lithium hydroxide or
battery grade lithium carbonate as markets demand. It confirmed the
deposit is amenable to bulk underground mining. Metallurgical
test-work has produced both battery grade lithium hydroxide and
battery grade lithium carbonate in addition to high-grade tin
concentrate at excellent recoveries. Cinovec is centrally located
for European end-users and is well serviced by infrastructure, with
a sealed road adjacent to the deposit, rail lines located 5 km
north and 8 km south of the deposit and an active 22 kV
transmission line running to the historic mine. As the deposit lies
in an active mining region, it has strong community support.
The quantity of these resources
directly attributable to the Company is equivalent to the 49%
shareholding the Company has in Geomet s.r.o.
This makes Cinovec the largest hard rock lithium
deposit in Europe, the fifth largest non-brine deposit in the world
and a globally significant tin resource.
Parts of the ore body near surface have been mined
for tin from the 14th Century to the 20th Century and the
lithium-bearing orebody below surface previously had over 400,000
tonnes of ore mined as a trial sub-level open stope mining
operation for tin mineralisation in the 1980's.
PRINCIPLE TWO
Understanding Shareholder
Needs and Expectations
The Board is committed to
maintaining good communication and having constructive dialogue
with its shareholders. The Company has close ongoing
relationships with its private shareholders. Institutional
shareholders and analysts have the opportunity to discuss issues
and provide feedback at meetings with the Company. In addition, all
shareholders are encouraged to attend the Company's Annual General
Meeting. Investors also have access to current information on the
Company though its website, www.europeanmet.com, and via Keith
Coughlan, Executive Chairman, who is available to answer investor
relations enquiries.
The Company has adopted a
Shareholder Communications Policy which aims to promote and
facilitate effective two-way communication with investors. The
Shareholder Communications Strategy outlines a range of ways in
which information is communicated to shareholders.
The Shareholder Communications
Policy can be found in Corporate Governance Plan and Policies,
which is available on the Company website, www.europeanmet.com/corporate-governance.
PRINCIPLE THREE
Considering wider stakeholder
and social responsibilities
The Board recognises that the
long-term success of the Company is reliant upon the efforts of the
employees of the Company and its contractors, suppliers,
regulators, and other stakeholders.
The Company is working to be a
socially responsible, premier lithium product producer that can
positively impact stakeholders, communities and the host nation.
This drives the Company's strategic decision-making and is
reflected across our Environmental, Social, Governance (ESG)
profile. As we progress the Cinovec project, these ESG principles
will continue to guide us to ensure we are enabling Europe's
sustainable future.
The Company has close ongoing
relationships with a broad range of its stakeholders and provides
them with the opportunity to raise issues and provide feedback to
the Company.
PRINCIPLE FOUR
Risk
Management
The Board has established an Audit and Risk Committee
which, at 30 June 2024, was comprised of directors Ambassador
Lincoln Bloomfield (Chairman of Audit and Risk Committee), Kiran
Morzaria and Merrill Gray. The role and responsibilities of the
Audit and Risk Committee are outlined in the Audit and Risk
Committee Charter of the Company's Corporate Governance Plan and
Policies available online on the Company's website, www.europeanmet.com/corporate-governance.
The Board devotes time at board meetings to
fulfilling the roles and responsibilities associated with
overseeing risk and maintaining the entity's risk management
framework and associated internal compliance and control
procedures.
The Company process for risk management and internal
compliance includes a requirement to identify and measure risk,
monitor the environment for emerging factors and trends that affect
these risks, formulate risk management strategies, and monitor the
performance of risk management systems. Risk Management
Policy included the Corporate Governance Plan and Policies details
the Company's disclosure requirements with respect to the risk
management review procedure and internal compliance and
controls.
The Board Charter requires the Board to disclose the
number of times the Board met throughout the relevant reporting
period, and the individual attendances of the members at those
meetings. Details of the meetings will be provided in the Company's
Annual Report.
PRINCIPLE FIVE
A Well-Functioning Board of
Directors
The Board currently comprises of 5
members: 2 Executive members (the Executive Chairman, Keith
Coughlan and Executive Director, Richard Pavlik) and 3
Non-Executive members (Kiran Morzaria, Ambassador Lincoln
Bloomfield and Merrill Gray). Biographical details of the current
directors are set out within Principle Six below. Pursuant to
Section 10.7 of the Company's Constitution, a retiring director
shall be eligible for re-election. All the executive
directors are full time, and the non-executive directors are
considered to be part time but are expected to provide as much time
to the Company as is required.
All letters of appointment of directors are available
for inspection at the Company's registered office during normal
business hours. The Board elects a Chairman to chair every
meeting.
The Board holds formal meetings
periodically as issues arise and require more details. The
directors are in contact and discuss all necessary issues on a
regular basis and to ensure that the non-executive directors, while
not involved in the day to day running of the Company, are still
kept up to date on a regular basis.
The Company has established an Audit
and Risk Committee, a Remuneration Committee, a Nomination
Committee, and an Environment, Social and Governance Committee,
particulars of which are set out in Principle Nine
below.
The QCA recommends a balance between
executive and non-executive directors and recommends that there be
two independent non-executives. Kiran Morzaria, Ambassador
Lincoln Bloomfield and Merrill Gray are considered by the
Board to be independent.
Following the appointment of Merrill
Gray on 18 April 2024, the Board is comprised of 2 Executive
members and 3 Non-Executive members.
The details of the directors are disclosed in the
Annual Report and Company website, www.europeanmet.com/directors-and-senior-management.
The Board Charter requires directors to disclose
their interest, positions, associations, and relationships and
requires that the independence of directors is regularly assessed
by the Board in light of the interests disclosed by directors.
Details of the director's interests, positions, associations and
relationships are provided in the Annual Reports and Company
website, www.europeanmet.com/directors-and-senior-management.
The Board Charter provides for the determination of
the directors' terms and requires the length of service of each
director to be disclosed. The length of service of each director is
provided in the Annual Reports and Company website, www.europeanmet.com/directors-and-senior-management.
The Corporate Code of Conduct, which applies to the Company's
directors, senior executives and employees is included in the
Corporate Governance Plan and Policies which is on the Company's
website, www.europeanmet.com/corporate-governance.
PRINCIPLE SIX
Appropriate Skills and
Experience of the Directors
The Company believes the current balance of skills in
the Board as a whole, reflects a very broad range of commercial and
professional skills across geographies and industries, and each of
the directors has experience in public markets. An assessment of
the Board's skills and expertise is also set out in the Corporate
Governance Report included in the Company's Annual Report, and
which is available on the Company's website, https://www.europeanmet.com/shareholdercentre-reports.
The Board shall review annually the appropriateness
and opportunity for continuing professional development whether
formal or informal.
Profiles of the directors are set out below:
Mr Keith Coughlan -
Executive Chairman
Mr Coughlan has almost 30 years' experience in
stockbroking and funds management. He has been largely
involved in the funding and promoting of resource companies listed
on ASX, AIM and TSX. He has advised various companies on the
identification and acquisition of resource projects and was
previously employed by one of Australia's then largest funds
management organisations. Mr Coughlan is currently
Non-executive Director of Codrus Minerals Limited (ASX:CDR).
Mr Coughlan is currently a member of the Nomination
Committee and the Environment, Social and
Governance Committee.
Mr Richard Pavlik -
Executive Director
Mr Pavlik is the Chief Advisor to the CEO of Geomet
s.r.o., and is a highly experienced Czech mining executive. Mr
Pavlik holds a Masters Degree in Mining Engineering from the
Technical University of Ostrava in Czech Republic. He is the former
Chief Project Manager and Advisor to the Chief Executive Officer at
OKD. OKD has been a major coal producer in the Czech Republic. He
has almost 30 years of relevant industry experience in the Czech
Republic. Mr Pavlik also has experience as a Project Analyst at
Normandy Capital in Sydney as part of a postgraduate program from
Swinburne University. Mr Pavlik has held previous senior positions
within OKD and New World Resources as Chief Engineer, and as Head
of Surveying and Geology. He has also served as the Head of the
Supervisory Board of NWR Karbonia, a Polish subsidiary of New World
Resources (UK) Limited. He has an intimate knowledge of mining in
the Czech Republic.
Mr Pavlik is currently a member of the Nomination
Committee and the Environment, Social and
Governance Committee.
Mr Kiran Morzaria -
Non-executive Director
Mr Morzaria has extensive experience in the mineral
resource industry working in both operational and management
roles. He spent the first four years of his career in
exploration, mining, and civil engineering before obtaining his
MBA. Mr Morzaria has served as a director of a number of
public companies in both an executive and non-executive
capacity.
Mr Morzaria is currently a member of the Audit and
Risk Committee and the Environment, Social and
Governance Committee.
Mr Morzaria is currently Chairman of the Remuneration
Committee and the Nomination Committee.
Ambassador Lincoln
Bloomfield - Non-executive Director
Ambassador Bloomfield is based in Washington, DC, and
brings governance and regulatory experience, years of international
diplomacy and security expertise to the EMH Board, along with a
North American presence while his private sector experience is
centred on sustainability, resilience, and renewable
energy.
Ambassador Bloomfield is currently a member of the
Remuneration Committee and the Nomination Committee.
Ambassador Bloomfield is currently Chairman of the
Audit and Risk Committee and the Environment,
Social and Governance Committee.
Ms Merrill Gray -
Non-executive Director
Ms Gray is a highly experienced executive and
non-executive of ASX and private companies. Her appointment brings
over 30 years of metallurgical and mining engineering as well as
geology experience. This includes across large-scale new technology
project development and production management skills. She currently
works as a global critical minerals and renewable energy (including
hydrogen derivatives) corporate advisor, having previously been MD
and CEO of Syngas Ltd (Founder), Hexagon Energy Materials Limited
(ASX: HXG) and Co-MD of lithium-ion battery recycling company,
Primobius GmbH. She has significant international experience,
including within the European Union and specifically with German
automotive OEM's. Ms Gray brings experience and networks across the
lithium-ion battery supply chain.
She holds Bachelor of Engineering and Bachelor of
Science degrees, as well as an MBA, and is a fellow of The
Australasian Institute of Mining and Metallurgy and the Australian
Institute of Engineering.
Ms Gray is currently a member of the Nomination
Committee, the Audit and Risk Committee and the Environment, Social and Governance Committee.
PRINCIPLE SEVEN
Evaluation of Board
Performance
The Board is responsible for evaluating the
performance of the Board and individual directors on an annual
basis. It may do so with the aid of an independent advisor. The
process for this can be found in Performance Evaluation Policy of
the Company's Corporate Governance Plan and Policies which requires
the Board to disclose whether or not performance evaluations were
conducted during the relevant reporting period.
Due to the size of the Board and the nature of the
business, it has not been deemed necessary to institute a formal
documented performance review program of individuals.
However, the Chairman intends to conduct formal reviews each
financial year whereby the performance of the Board as a whole and
the individual contributions of each director are disclosed.
The Board considers that at this stage of the Company's development
an informal process is appropriate.
The review will help determine whether the Board's
performance is appropriate and efficient with respect to the Board
Charter.
The Board regularly reviews its skill base and
whether it remains appropriate for the Company's operational,
legal, and financial requirements. New directors are obliged
to participate in the Company's induction process, which provides a
comprehensive understanding of the Company, its objectives, and the
market in which the Company operates.
Directors are encouraged to avail themselves of
resources required to fulfil the performance of their duties.
PRINCIPLE EIGHT
Corporate
Culture
The Corporate Code of Conduct applies to the
Company's directors, senior executives, and employees.
The purpose of the Corporate Code of Conduct is to
provide a framework for decisions and actions in relation to
ethical conduct in employment. It underpins the Company's
commitment to integrity and fair dealing in its business affairs
and to a duty of care to all employees, clients, and
stakeholders. The document sets out the principles covering
appropriate conduct in a variety of contexts and outlines the
minimum standard of behaviour expected from employees.
The directors consider that at
present the Company has an open culture facilitating comprehensive
dialogue and feedback and enabling positive and constructive
challenge. The Company has adopted, with effect from the date on
which its shares were admitted to AIM, a code for directors' and
employees' dealings in securities which is appropriate for a
company whose securities are traded on AIM and is in accordance
with the requirements of the Market Abuse Regulation which came
into effect in 2016.
PRINCIPLE NINE
Maintenance of Governance
Structures and Processes
The QCA Code recommends that the
Company maintain governance structures and processes in line with
its culture and appropriate to its size and complexity.
Ultimate authority for all aspects of the Company's
activities rests with the Board, the respective responsibilities of
the Chairman and Chief Executive Officer arising as a consequence
of delegation by the Board. The Board has adopted appropriate
delegations of authority which set out matters which are reserved
to the Board. The Chairman is responsible for the effectiveness of
the Board, while management of the Company's business and primary
contact with shareholders has been delegated by the Board to the
Managing Director. As the Company does not currently have a
Managing Director, Mr Keith Coughlan, in his role as Executive
Chairman, is responsible for the management of the Company's
business and primary contact with shareholders.
The Board has established the following
committees.
Audit and Risk Committee
The Board has established an Audit and Risk Committee
which, at 30 June 2024, was comprised of directors Ambassador
Lincoln Bloomfield (Chairman of Audit and Risk Committee), Mr Kiran
Morzaria and Ms Merrill Gray. The role and responsibilities
of the Audit and Risk Committee are outlined in the Audit and Risk
Committee Charter of the Company's Corporate Governance Plan and
Policies available online on the Company's website, www.europeanmet.com/corporate-governance.
This committee has primary
responsibility for monitoring the Financial Reporting function and
internal controls in order to ensure that the financial performance
of the Company is properly measured and reported. The committee
receives the financial reports from the executive management and
auditors relating to the interim and annual accounts and the
accounting and internal control systems in use throughout the
Company. The Audit and Risk Committee shall meet at least each
financial quarter and it has unrestricted access to the Company's
auditors.
Remuneration Committee
The Board has established a Remuneration Committee
which, at 30 June 2024, was comprised of directors Mr Kiran
Morzaria (Chairman of Remuneration Committee) and Ambassador
Lincoln Bloomfield. The role and responsibilities of the
Remuneration Committee are outlined in the Remuneration Committee
Charter of the Company's Corporate Governance Plan and Policies
available online on the Company's website, www.europeanmet.com/corporate-governance.
The Remuneration Committee reviews
the performance of the executive directors and employees and makes
recommendations to the Board on matters relating to their
remuneration and terms of employment. The Remuneration Committee
also considers and approves the granting of share options pursuant
to the share option plan and the award of shares in lieu of bonuses
pursuant to the Company's Remuneration Policy.
Nomination Committee
The Board has established a Nomination Committee
which, at 30 June 2024, was comprised of Mr Kiran Morzaria
(Chairman of Nomination Committee), Mr Keith Coughlan, Mr Richard
Pavlik, Ambassador Lincoln Bloomfield and Ms Merrill Gray, being
all the directors. The role and
responsibilities of the Nomination Committee are outlined in the
Nomination Committee Charter of the Company's Corporate
Governance Plan and Policies available online on the
Company's website, www.europeanmet.com/corporate-governance.
Environment, Social and Governance Committee
The Board has established an Environment, Social and
Governance Committee which, at 30 June 2024, was comprised of
Ambassador Lincoln Bloomfield (Chairman of Environment, Social and
Governance Committee), Mr Keith Coughlan, Mr Richard Pavlik, Mr
Kiran Morzaria and Ms Merrill Gray, being all the directors.
The role and responsibilities of the
Environment, Social and Governance Committee and
Charter are set out in the Environment, Social and
Governance Committee Charter of the Company's
Corporate Governance Plan and Policies available online on the Company's website, www.europeanmet.com/corporate-governance.
PRINCIPLE TEN
Shareholder
Communication
The Board is committed to maintaining good
communication and having constructive dialogue with its
shareholders. The Company has close ongoing relationships with its
private shareholders. Institutional shareholders and analysts have
the opportunity to discuss issues and provide feedback at meetings
with the Company. In addition, all shareholders are encouraged to
attend the Company's Annual General Meeting.
Investors also have access to current information on
the Company through its website, www.europeanmet.com, and via Keith Coughlan, Executive
Chairman, who is available to answer investor relations
enquiries.
The Company shall include, when relevant, in its
annual report, any matters of note arising from the audit or
remuneration committees.
