TIDMEMH
RNS Number : 5374N
European Metals Holdings Limited
30 September 2021
For immediate release
30 September 2021
EUROPEAN METALS HOLDINGS LIMITED
CORPORATE GOVERNANCE STATEMENT
European Metals Holdings Limited (EMH, Company) (ASX & AIM:
EMH, OTC - Nasdaq Intl ADS: EMHXY) are pleased to announce 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.
CONTACT
For further information on this update or the Company generally,
please visit our website at www.europeanmet.com or see full contact
details at the end of this release.
WEBSITE
A copy of this announcement is available from the Company's
website at www.europeanmet.com.
ENQUIRIES:
European Metals Holdings Limited
Keith Coughlan, Executive Chairman Tel: +61 (0) 419 996 333
Email: keith@europeanmet.com
Kiran Morzaria, Non-Executive Director Tel: +44 (0) 20 7440 0647
Dennis Wilkins, Company Secretary Tel: +61 (0) 417 945 049
Email: dennis@europeanmet.com
WH Ireland Ltd (Nomad & Joint Broker)
James Joyce//Darshan Patel Tel: +44 (0) 20 7220 1666
(Corporate Finance)
Harry Ansell/Jasper Berry (Broking)
Shard Capital (Joint Broker) Tel: +44 (0) 20 7186 9950
Damon Heath
Erik Woolgar
Blytheweigh (Financial PR) Tel: +44 (0) 20 7138 3222
Tim Blythe
Megan Ray
Chapter 1 Advisors (Financial PR
- Aus) Tel: +61 (0) 433 112 936
David Tasker
The information contained within this announcement is considered
to be inside information, for the purposes of Article 7 of EU
Regulation 596/2014, prior to its release. The person who
authorised for the release of this announcement on behalf of the
Company was Keith Coughlan, Executive Chairman.
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 (4(th) Edition)' (Recommendations)
during the year ended 30 June 2021. 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 has been posted on the
Company's website at
https://www.europeanmet.com/corporate-governance/ .
Principles and RECOMMATIONs COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 Complying The Company has adopted a
A listed entity should have Board Charter.
and disclose a board charter The Board Charter sets out
setting out: the specific responsibilities
(a) the respective roles of the Board, requirements
and responsibilities of as to the Boards composition,
its board and management; the roles and responsibilities
and of the Chairman and Company
(b) those matters expressly Secretary, the establishment,
reserved to the board and operation and management of
those delegated to management. 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.
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Recommendation 1.2 Complying (a) The Company has detailed
A listed entity should: guidelines for the appointment
(a) undertake appropriate and selection of the Board.
checks before appointing The Company's Corporate Governance
a director or senior executive Plan requires the Board to
or putting someone forward undertake appropriate checks
for election as a director; before appointing a person,
and or putting forward to security
(b) provide security holders holders a candidate for election,
with all material information as a director.
in its possession relevant (b) Material information relevant
to a decision on whether to any decision on whether
or not to elect or re-elect or not to elect or re-elect
a director. a Director will be provided
to security holders in the
notice of meeting holding
the resolution to elect or
re-elect the Director.
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Recommendation 1.3 Complying The Company's Corporate Governance
A listed entity should have Plan requires the Board to
a written agreement with ensure that each Director
each director and senior and senior executive is a
executive setting out the party to a written agreement
terms of their appointment. with the Company which sets
out the terms of that Director's
or senior executive's appointment.
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Recommendation 1.4 Complying The Board Charter outlines
The company secretary of the roles, responsibility
a listed entity should be and accountability of the
accountable directly to Company Secretary. The Company
the board, through the chair, Secretary is accountable directly
on all matters to do with to the Board, through the
the proper functioning of chair, on all matters to do
the board. with the proper functioning
of the Board.
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Recommendation 1.5 Not Complying (a) The Company has adopted
A listed entity should: a Diversity Policy in Schedule
(a) have and disclose a 13 of the Corporate Governance
diversity policy; Plan which is available on
(b) through its board or the company website.
a committee of the board (b) The Diversity Policy
set measurable objectives states that the Board is
for achieving gender diversity responsible for setting measurable
in the composition of its objectives for achieving
board, senior executives gender diversity.
and workforce generally; (c) The Company currently
and has no employees and utilizes
(c) disclose in relation external consultants and
to each reporting period: contractors as and when required.
(i) the measurable objectives There are currently no women
set for that period to achieve in senior executive positions
gender diversity; or on the Board.
(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.
Recommendation 1.6 Complying (a) The Nomination Committee
A listed entity should: is responsible for evaluating
(a) have and disclose a the performance of the Board
process for periodically and individual directors
evaluating the performance on an annual basis. It may
of the board, its committees do so with the aid of an
and individual directors; independent advisor. The
and Performance Evaluation Policy
(b) disclose for each reporting can be found in Schedule
period whether a performance 7 of the Company's Corporate
evaluation has been undertaken Governance Plan.
in accordance with that (b) The Company's Corporate
process during or in respect Governance Plan requires
of that period. the Company to disclosure
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 assist to
indicate if 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.
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Recommendation 1.7 Complying (a) The Remuneration Committee
A listed entity should: is responsible for evaluating
(a) have and disclose a the performance of senior
process for evaluating the executives. The Remuneration
performance of its senior Committee is to arrange an
executives at least once annual performance evaluation
every reporting period; of the senior executives.
and (b) The Company's Corporate
(b) disclose for each reporting Governance Plan requires
period whether a performance the Remuneration Committee
evaluation has been undertaken to conduct annual performance
in accordance with that of the senior executives.
process during or in respect Schedule 7 'Performance Evaluation
of that period. Policy' requires the Company
to disclose whether or not
performance evaluations were
conducted during the relevant
reporting period.
During the financial year
an evaluation of performance
of the individuals was not
formally carried out as the
Company has no employees.
However, a general review
of the individuals occurs
on an on-going basis to ensure
that structures suitable
to the Company's status as
a listed entity are in place.
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Principle 2: Structure the board to be effective and add value
Recommendation 2.1 Part complying (a) The Company has a Nomination
The board of a listed entity Committee comprising all
should: members of the Board with
(a) have a nomination committee Mr Morzaria being Chairman
which: of the Committee. Only Mr
(i) has at least three members, Morzaria and Ambassador Bloomfield
a majority of whom are independent are considered to be independent.
directors; and The role and responsibilities
(ii) is chaired by an independent of the Nomination Committee
director, and Charter is outlined in
and disclose: Schedule 4 of the Corporate
(iii) the charter of the Governance Plan and Policies
committee; available online on the Company's
(iv) the members of the website.
committee; and The Board devotes time at
(v) as at the end of each board meetings to discuss
reporting period, the number board succession issues.
of times the committee met All members of the Board
throughout the period and are involved in the Company's
the individual attendances nomination process, to the
of the members at those maximum extent permitted
meetings; or under the Corporations Act
(b) if it does not have and ASX Listing Rules.
a nomination committee, The Board regularly updates
disclose that fact and the the Company's board skills
processes it employs to matrix (in accordance with
address board succession recommendation 2.2) to assess
issues and to ensure that the appropriate balance of
the board has the appropriate skills, experience, independence
balance of skills, knowledge, and knowledge of the entity.
experience, independence
and diversity to enable
it to discharge its duties
and responsibilities effectively.
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Recommendation 2.2 Complying Board Skills Matrix Number of
A listed entity should have Directors
and disclose a board skills that Meet
matrix setting out the mix the Skill
of skills that the board Executive & Non-
currently has or is looking Executive experience 4
to achieve in its membership. Industry experience
& knowledge 4
Leadership 4
Corporate governance
& risk management 4
Strategic thinking 4
Desired behavioural
competencies 4
Geographic experience 4
Capital Markets
experience 4
Subject matter
expertise:
- accounting 2
- capital management 4
- corporate financing 4
- industry taxation
(1) 0
- risk management 4
- legal(2) 0
- IT expertise
(2) 0
-----------
(1) Skill gap noticed however
an external taxation firm
is employed to maintain taxation
requirements.
(2) Skill gap noticed however
a legal firm is employed
on an adhoc basis to maintain
IT requirements.
----------------- -------------------------------------------------
Recommendation 2.3 Complying (a) The Board Charter provides
A listed entity should disclose: for the disclosure of the
(a) the names of the directors names of Directors considered
considered by the board by the Board to be independent.
to be independent directors; Only Mr Morzaria and Ambassador
(b) if a director has an Bloomfield are considered
interest, position, affiliation to be independent. The details
or relationship of the type of the directors are disclosed
described in Box 2.3 but in the Annual Report and
the board is of the opinion Company website.
that it does not compromise (b) The Board Charter requires
the independence of the Directors to disclose their
director, the nature of interest, positions, associations
the interest, position or and relationships and requires
relationship in question that the independence of
and an explanation of why Directors is regularly assessed
the board is of that opinion; by the Board in light of
and the interests disclosed by
(c) the length of service Directors. Details of the
of each director. Directors interests, positions
associations and relationships
are provided in the Annual
Reports and Company website.
(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 and
Company website.
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Recommendation 2.4 Not complying Given the Company's present
A majority of the board size and scope it is currently
of a listed entity should not Company policy to have
be independent directors. a majority of Independent
Directors.
At this time Mr Morzaria
and Ambassador Bloomfield
are considered to be independent.
Details of each Director's
independence are provided
in the Annual Reports and
Company website.
----------------- -------------------------------------------------
Recommendation 2.5 Not complying The Board Charter provides
The chair of the board of that where possible, the
a listed entity should be Chairman of the Board should
an independent director be an independent director
and, in particular, should and not be the same person
not be the same person as as the MD of the Company.
the CEO of the entity. Mr Keith Coughlan is the
Executive Chairman of the
Board and is not an independent
director.
If the Chairman resigns the
Board will consider appointing
a lead independent Director.
----------------- -------------------------------------------------
Recommendation 2.6 Complying The Board Charter states
A listed entity should have that a specific responsibility
a program for inducting of the Board is to procure
new directors and for periodically appropriate professional
reviewing whether there development opportunities
is a need for existing directors for Directors. The Board
to undertake professional is responsible for the approval
development to maintain and review of induction and
the skills and knowledge continuing professional development
needed to perform their programs and procedures for
role as directors effectively. Directors to ensure that
they can effectively discharge
their responsibilities.
----------------- -------------------------------------------------
Principle 3: Instil a culture of acting lawfully, ethically
and responsibly
Recommendation 3.1 Complying The Company has formulated
A listed entity should articulate Core Values that are included
and disclose its values. in the Board Charter outlined
in the Corporate Governance
Plan available on the Company's
website.
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Recommendation 3.2 Complying (a) The Corporate Code of
A listed entity should: Conduct applies to the Company's
(a) have and disclose a directors, senior executives
code of conduct for its and employees and is in Schedule
directors, senior executives 2 of the Corporate Governance
and employees; and Plan which is on the Company's
(b) ensure that the board website.
or a committee of the board (b) The Code of Conduct states
is informed of any material that any material breaches
breaches of that code. are to be reported to the
Board.
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Recommendation 3.3 Part Complying (a) The Company has a Whistleblower
A listed entity should: Policy available on the corporate
(a) have and disclose a governance page of its website.
whistleblower policy; and (b) The Company's Whistleblower
(b) ensure that the board Policy does not explicitly
or a committee of the board state that the Board or a
is informed of any material committee is to be informed
incidents reported under of any material incidents.
that policy. It is intended that the Company
Secretary or other eligible
recipient would inform the
Board of any material incidents.
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Recommendation 3.4 Part Complying (a) The Company has an Anti-Bribery
A listed entity should: and Anti-Corruption Policy
(a) have and disclose an in Schedule 15 of the Corporate
anti-bribery and corruption Governance Plan which is
policy; and on the Company's website.
(b) ensure that the board (b) The Policy does not explicitly
or committee of the board state that the Board or a
is informed of any material committee is to be informed
breaches of that policy. of any material breaches.
It is intended that the Company
Secretary or Chairman would
inform the Board of any material
breaches.
----------------- -------------------------------------------------
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1 Part Complying (a) The Company has a combined
The board of a listed entity Audit and Risk Committee
should: comprising of two members
(a) have an audit committee being Ambassador Bloomfield
which: (Chairman) and Mr Morzaria.
(i) has at least three members, Ambassador Bloomfield is
all of whom are non-executive considered to be independent
directors and a majority and is not chair of the Board.
of whom are independent The Audit and Risk Committee
directors; and Charter is outlined in Schedule
(ii) is chaired by an independent 3 of the Corporate Governance
director, who is not the Plan available on the Company's
chair of the board, website. The qualifications,
and disclose: experience and attendance
(iii) the charter of the of the members of the Audit
committee; and Risk Committee are disclosed
(iv) the relevant qualifications in the Company's Directors'
and experience of the members Report (contained in the
of the committee; and 2021 Annual Report).
(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.
----------------- -------------------------------------------------
Recommendation 4.2 Complying The Company's Audit and Risk
The board of a listed entity Committee Charter states
should, before it approves that a duty and responsibility
the entity's financial statements of the Committee is to ensure
for a financial period, that before the Board approves
receive from its CEO and the entity's financial statements
CFO a declaration that, for a financial period, the
in their opinion, the financial CEO and CFO have declared
records of the entity have that in their opinion the
been properly maintained financial records of the
and that the financial statements entity have been properly
comply with the appropriate maintained and that the financial
accounting standards and statements comply with the
give a true and fair view appropriate accounting standards
of the financial position and give a true and fair
and performance of the entity view of the financial position
and that the opinion has and performance of the entity
been formed on the basis and that the opinion has
of a sound system of risk been formed on the basis
management and internal of a sound system of risk
control which is operating management and internal control
effectively. which is operating effectively.
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Recommendation 4.3 Complying The Company provides interim
A listed entity should disclose (currently quarterly) updates
its process to verify the of the Company's progress
integrity of any periodic across all areas of the business,
corporate report it releases including select financial
to the market that is not information. The Executive
audited or reviewed by an Chairman is responsible for
external auditor. all such updates, which are
reviewed by the Board. Individual
components are also reviewed
by senior management with
responsibility for the specific
component subject matter.
The financial information
is compiled by the Chief
Financial Officer in accordance
with generally accepted accounting
practices.
----------------- -------------------------------------------------
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 Complying The Board Charter provides
A listed entity should have details of the Company's
and disclose a written policy disclosure policy. In addition,
for complying with its continuous Schedule 6 of the Corporate
disclosure obligations under Governance Plan is entitled
listing rule 3.1. 'Continuous Disclosure Policy'
and details 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 available on the Company
website.
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Recommendation 5.2 Complying The Company has established
A listed entity should ensure a Continuous Disclosure Policy
that its board receives which is included in the
copies of all material market Corporate Governance Plan
announcements promptly after on the Company's website.
they have been made. This policy states that all
material market announcements
are promptly provided to
directors.
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Recommendation 5.3 Complying The Company has established
A listed entity that gives a Continuous Disclosure Policy
a new and substantive investor which is included in the
or analyst presentation Corporate Governance Plan
should release a copy of on the Company's website.
the presentation materials This policy requires new
on the ASX Market Announcements investor presentations to
Platform ahead of the presentation. be released to the market
ahead of the presentation.
----------------- -----------------------------------------------
Principle 6: Respect the rights of security holders
Recommendation 6.1 Complying The Company's website, www.europeanmet.com,
A listed entity should provide provides information about
information about itself the Company, its projects,
and its governance to investors its Board and management
via its website. and governance.
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Recommendation 6.2 Complying The Company has adopted a
A listed entity should have Shareholder Communications
an investor relations program Strategy which aims to promote
that facilitates effective and facilitate effective
two-way communication with two-way communication with
investors. 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 Schedule
10 of the Corporate Governance
Plan which is available on
the Company website.
----------------- -----------------------------------------------
Recommendation 6.3 Complying The Company has a Shareholder
A listed entity should disclose Communications Policy, which
how it facilitates and encourages is included in the Corporate
participation at meetings Governance Plan on the Company's
of security holders. 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 Complying In accordance with ASX guidance,
A listed entity should ensure all Listing Rule resolutions
that all substantive resolutions and all substantive resolutions
at a meeting of security are decided by a poll rather
holders are decided by a than by a show of hands.
poll rather than by a show
of hands.
----------------- -----------------------------------------------
Recommendation 6.5 Complying Security holders can register
A listed entity should give with the Company to receive
security holders the option email notifications when
to receive communications an announcement is made by
from, and send communications the Company to the ASX.
to, the entity and its security Shareholder's queries should
registry electronically. be referred to the Company
Secretary at first instance.
----------------- -----------------------------------------------
Principle 7: Recognise and manage risk
Recommendation 7.1 Part complying (a) The Company has a combined
The board of a listed entity Audit and Risk Committee
should: comprising of two members
(a) have a committee or being Ambassador Bloomfield
committees to oversee risk, (Chairman) and Mr Morzaria.
each of which: Ambassador Bloomfield is
(i) has at least three members, considered to be an independent
a majority of whom are independent director.
directors; and The Audit and Risk Committee
(ii) is chaired by an independent Charter is outlined in Schedule
director, 3 of the Corporate Governance
and disclose: Plan available on the Company's
(iii) the charter of the website. The qualifications,
committee; experience and attendance
(iv) the members of the of the members of the Audit
committee; and and Risk Committee are disclosed
(v) as at the end of each in the Company's Directors'
reporting period, the number Report (contained in the
of times the committee met 2021 Annual Report).
throughout the period and The Board devote time at
the individual attendances annual board meeting to fulfilling
of the members at those the roles and responsibilities
meetings; or associated with overseeing
(b) if it does not have risk and maintaining the
a risk committee or committees entity's risk management
that satisfy (a) above, framework and associated
disclose that fact and the internal compliance and control
processes it employs for procedures.
overseeing the entity's
risk management framework.
----------------- -----------------------------------------------
Recommendation 7.2 Complying (a) The Company process for
The board or a committee risk management and internal
of the board should: compliance includes a requirement
(a) review the entity's to identify and measure risk,
risk management framework monitor the environment for
at least annually to satisfy emerging factors and trends
itself that it continues that affect these risks,
to be sound and that the formulate risk management
entity is operating with strategies and monitor the
due regard to the risk appetite performance of risk management
set by the board; and systems. Schedule 8 of the
(b) disclose, in relation Corporate Governance Plan
to each reporting period, is entitled 'Risk Management
whether such a review has Policy' and details the Company's
taken place. disclosure requirements with
respect to the risk management
review procedure and internal
compliance and controls.
(b) The Board has not formally
reviewed the Company's risk
profile during the 2021 financial
year. However, this issue
is regularly reviewed at
Board meetings and risk management
culture is encouraged amongst
employees and contractors.
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Recommendation 7.3 Complying (a) The Company does not
A listed entity should disclose: have an internal audit function.
(a) if it has an internal (b) The Audit and Risk Committee
audit function, how the Charter, Schedule 3 of the
function is structured and Company's Corporate Governance
what role it performs; or Plan, delegates the responsibility
(b) if it does not have for undertaking and assessing
an internal audit function, risk management and internal
that fact and the processes control effectiveness to
it employs for evaluating the Audit and Risk Committee.
and continually improving
the effectiveness of its
governance, risk management
and internal control processes.
----------------- -----------------------------------------------
Recommendation 7.4 Complying The Audit and Risk Committee
A listed entity should disclose Charter details the Company's
whether it has any material risk management systems which
exposure to environmental assist in identifying and
or social risks and, if managing potential or apparent
it does, how it manages environmental and social
or intends to manage those sustainability risks (if
risks. appropriate). Review of the
Company's risk management
framework is conducted at
least annually, and reports
are continually created by
management on the efficiency
and effectiveness of the
Company's risk management
framework and associated
internal compliance and control
procedures.
----------------- -----------------------------------------------
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 Part Complying (a) The Company's Remuneration
The board of a listed entity Committee comprises two members
should: being Mr Morzaria (Chairman)
(a) have a remuneration and Ambassador Bloomfield,
committee which: who are both considered to
(i) has at least three members, be independent directors.
a majority of whom are independent The role and responsibilities
directors; and of the Remuneration Committee
(ii) is chaired by an independent and Charter is outlined in
director, Schedule 5 of the Corporate
and disclose: Governance Plan available
(iii) the charter of the on the Company's website.
committee; The qualifications, experience
(iv) the members of the and attendance of the members
committee; and of the Remuneration Committee
(v) as at the end of each are disclosed in the Company's
reporting period, the number Directors' Report (contained
of times the committee met in the 2021 Annual Report).
throughout the period and The Board devote time at
the individual attendances annual board meetings to
of the members at those fulfilling the roles and
meetings; or responsibilities associated
(b) if it does not have with setting the level and
a remuneration committee, composition of remuneration
disclose that fact and the for Directors and senior
processes it employs for executives and ensuring that
setting the level and composition such remuneration is appropriate
of remuneration for directors and not excessive.
and senior executives and
ensuring that such remuneration
is appropriate and not excessive.
----------------- ---------------------------------------
Recommendation 8.2 Complying Details of the Company's
A listed entity should separately policies and practices regarding
disclose its policies and the remuneration of Directors
practices regarding the and other senior management
remuneration of non-executive is set out in the Remuneration
directors and the remuneration Report as disclosed in the
of executive directors and Company's Directors' Report
other senior executives. (contained in the 2021 Annual
Report).
----------------- ---------------------------------------
Recommendation 8.3 Complying (a) The Company's Remuneration
A listed entity which has Committee Charter states
an equity-based remuneration that the Committee is required
scheme should: to review, manage and disclose
(a) have a policy on whether the policy (if any) on whether
participants are permitted participants are permitted
to enter into transactions to enter into transactions
(whether through the use (whether through the use
of derivatives or otherwise) of derivatives or otherwise)
which limit the economic which limit the economic
risk of participating in risk of participating in
the scheme; and the scheme. The Board must
(b) disclose that policy review and approve any equity-based
or a summary of it. plans.
(b) A copy of the Company's
Corporate Governance Plan
which includes the Remuneration
Committee Charter is available
on the Company's website.
----------------- -----------------------------------------
Principle 9: Additional recommendations that apply only in
certain cases
Recommendation 9.1 N/A N/A
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.
----------------- -----------------------------------------
Recommendation 9.2 Complying The Company is a public company,
A listed entity established incorporated in the British
outside Australia should Virgin Islands and registered
ensure that meetings of in Australia. Security holder
security holders are held meetings are held in Australia
at a reasonable place and during normal business hours.
time.
----------------- -----------------------------------------
Recommendation 9.3 Complying The Company is a public company,
A listed entity established incorporated in the British
outside Australia, and an Virgin Islands and registered
externally managed listed in Australia. The Company
entity that has an AGM, takes all reasonable steps
should ensure that its external to ensure the external auditor
auditor attends its AGM is represented at each annual
and is available to answer general meeting to answer
questions from security questions concerning the
holders relevant to the conduct of the audit, the
audit. preparation and content of
the auditor's report, accounting
policies adopted by the Company
and the independence of the
auditor in relation to the
conduct of the audit
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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/Tin 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 372.4Mt at 0.45% Li(2) O and 0.04% Sn and an
Inferred Mineral Resource of 323.5Mt at 0.39% Li(2) O and 0.04% Sn
containing a combined 7.22 million tonnes Lithium Carbonate
Equivalent and 263kt of tin reported 28 November 2017. An initial
Probable Ore Reserve of 34.5Mt at 0.65% Li(2) O 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.
In June 2019 EMH completed an updated Preliminary Feasibility
Study, conducted by specialist independent consultants, which
indicated a return post tax NPV of USD1.108B and an IRR of 28.8%
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 fourth largest non-brine deposit in the world and a
globally significant tin resource.
The deposit has previously had over 400,000 tonnes of ore mined
as a trial sub-level open stope underground mining operation.
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 Schedule
10 of the Board Charter 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 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 2021, was comprised of directors Ambassador Lincoln
Bloomfield (Chairman) and Mr Kiran Morzaria. The role and
responsibilities of the Audit and Risk Committee are outlined in
Schedule 3 of the Company's Corporate Governance Plan 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. Schedule 8 of the Corporate
Governance Plan is entitled 'Risk Management Policy' and 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 4 members: 2 Executive members
(the Executive Chairman, Keith Coughlan and Executive Director,
Richard Pavlik) and 2 Non-Executive members (Kiran Morzaria and
Ambassador Lincoln Bloomfield). Biographical details of the current
Directors are set out within Principle Six below. Pursuant to
Article 8.5 of the Company's Articles of Association, at each
annual general meeting one third of the directors (or, if their
number is not a multiple of three, the number nearest to but nor
more than one-third shall retire from office by rotation. 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.
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. The Board Charter provides for the disclosure of
the names of Directors considered by the Board to be
independent.
Following the appointment of Ambassador Bloomfield as a
Non-Executive Director on 3 January 2021, the Board is comprised of
2 Executive members and 2 Non-Executive members.
Mr Morzaria is a Board nominee of Cadence Minerals Plc
(previously named Rare Earth Minerals Plc), which owns 17,663,864
CDIs in the Company. Mr Morzaria is also a director and chief
executive of Cadence Minerals Plc. On this basis, Mr Morzaria is
not an independent Non-executive Director. However, the Board
believes that Mr Morzaria is a relevantly qualified professional
with an understanding of what is expected of a Non-Executive
Director and will discharge his duties as an Non-Executive Director
in an effective and appropriate manner on
behalf of shareholders as a whole. Board composition will remain however under review.
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
Directors 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 in Schedule 2 of the Corporate
Governance Plan 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 Director's 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 organizations. Mr Coughlan is
currently Non-executive Chairman of Doriemus Limited (ASX), and
Non-executive Director of Calidus Resources Limited (ASX).
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 Engineer 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.
Mr Morzaria 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
.
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 Schedule 7 of the Company's Corporate Governance Plan
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 assist to indicate if 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 maintains 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 2021, was comprised of directors Ambassador Lincoln
Bloomfield (Chairman) and Mr Kiran Morzaria. The role and
responsibilities of the Audit and Risk Committee are outlined in
Schedule 3 of the Company's Corporate Governance Plan 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 2021, was comprised of directors Mr Kiran Morzaria (Chairman)
and Ambassador Lincoln Bloomfield. The role and responsibilities of
the Remuneration Committee are outlined in Schedule 5 of the
Company's Corporate Governance Plan 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 2021, was comprised of Mr Kiran Morzaria (Chairman), Mr Keith
Coughlan, Mr Richard Pavlik and Ambassador Lincoln Bloomfield,
being all the directors. The role and responsibilities of the
Nomination Committee are outlined in Schedule 4 of the Company's
Corporate Governance Plan 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 2021, was comprised of Ambassador
Lincoln Bloomfield (Chairman), Mr Keith Coughlan, Mr Richard Pavlik
and Mr Kiran Morzaria, being all the directors. The role and
responsibilities of the Environment, Social and Governance
Committee and Charter are in the process of being developed and
will be made available on the Company's website once completed
.
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
though 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.
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STRGZGFLRGGGMZG
(END) Dow Jones Newswires
September 30, 2021 04:02 ET (08:02 GMT)
European Metals (LSE:EMH)
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