Asiamet Resources Limited (the "Company") is committed to maintaining the highest standards of corporate governance throughout its operations and to ensuring that all of its practices are conducted transparently, ethically and efficiently. The Company believes that scrutinising all aspects of its business and reflecting, analysing and improving its procedures will result in the continued success of the Company and improve shareholder value. Therefore, the Company has chosen to formalise its governance policies by complying with the UK's Quoted Companies Alliance Corporate Governance Guidelines for Small and Mid-Size Quoted Companies (the "QCA Code").
Accordingly, the Company has established specific committees and implemented certain policies, to ensure that:
- it is led by an effective board which is collectively responsible for the long-term success of the Company;
- the board and the committees have the appropriate balance of skills, experience, independence, and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively;
- the board establish a formal and transparent arrangement for considering how it applies the corporate reporting, risk management, and internal control principles and for maintaining an appropriate relationship with the Company's auditors; and
- there is a dialogue with shareholders based on the mutual understanding of objectives.
In addition, the Company has adopted policies in relation to:
- anti-corruption and bribery;
- health and safety;
- environment and community;
- IT, communications and systems; and
- social media,
so that all aspects of the Company are run in a robust and responsible way.
The Board of Directors
The board of directors is responsible for the proper management of the Company by formulating, reviewing and approving the Company's strategy, budgets, and corporate actions. In order to achieve its objectives, the board adopts the twelve principles of the QCA Code. Through successfully implementing these principles, the Company is able to deliver long-term growth for shareholders and maintain a flexible, efficient and effective management framework within an entrepreneurial environment.
It is important that the board itself contains the right mix of skills and experience in order to deliver the strategy of the Company. As such, the board is comprised of:
- a chairman, whose primary responsibility is the delivery of the Company's corporate governance model. The chairman has a clear separation from the day-to-day business of the Company which allows him to make independent decisions;
- four executive directors, and
- two independent, non-executive directors.
The board has not appointed a senior independent director but intends to as soon as it is prudent to do so taking into account the Company's size and stage. Additionally, the Company has appointed a professional company secretary in the UK who assists the chairman in preparing for and running effective board meetings, including the timely dissemination of appropriate information. The company secretary provides advice and guidance to the extent required by the board on the legal and regulatory environment.
Each director serves on the board until the annual general meeting following his election or appointment, and the board meets at least three times a year.
In compliance with UK best practice, the board has established corporate governance committees.
The purpose of the Audit Committee is to monitor the integrity of the financial statements of the Company.
Some of the Audit Committee's duties include:
- reviewing the Company's accounting policies and reports produced by internal and external audit functions;
- considering whether the Company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditor;
- reporting its views to the board of directors if it is not satisfied with any aspect of the proposed financial reporting by the Company;
- reviewing the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems;
- reviewing the adequacy and effectiveness of the Company's anti-money laundering systems and controls for the prevention of bribery and receive reports on non-compliance; and
- overseeing the appointment of and the relationship with the external auditor.
The Audit Committee has two members, each of whom is independent, non-executive directors and at least one member has recent and relevant financial experience. The current members of the committee are Peter Pollard and Faldi Ismail.
Remuneration and Nomination Committee
The purpose of the Remuneration and Nomination Committee is to determine and agree with the board the framework or broad policy for the remuneration of the Company’s chairperson and the executive directors as well as the composition of the board itself.
Some of the Remuneration and Nomination Committee's duties include:
- reviewing the pay and employment conditions across the Company, including the board of directors;
- approving targets and performance related pay schemes operated by the Company and all share incentive plans and pension arrangements;
- regularly reviewing the structure, size, and composition (including the skills, knowledge, experience and diversity) of the board and make recommendations to the board with regard to any changes succession planning and vacancies; and
- identifying suitable candidates from a wide range of backgrounds to be considered for positions on the board.
The Remuneration and Nomination Committee has two members, each of whom is independent, non-executive directors. The current members of the committee are Peter Pollard and Faldi Ismail.
Share Dealing Code
The Company has adopted a share dealing code to ensure directors and certain employees do not abuse, and do not place themselves under suspicion of abusing inside information of which they are in possession and to comply with its obligations under the Market Abuse Regulation ("MAR") which applies to the Company by virtue of its shares being traded on AIM. Furthermore, the Company's share dealing code is compliant with the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time).
Under the share dealing code, the Company must:
- disclose all inside information to the public as soon as possible by way of market announcement unless certain circumstances exist in which the disclosure of the inside information may be delayed;
- keep a list of each person who is in possession of inside information relating to the Company;
- procure that all persons discharging managerial responsibilities and certain employees are given clearance by the Company before they are allowed to trade in Company securities; and
- procure that all persons discharging managerial responsibilities and persons closely associated to them notify both the Company and the Financial Conduct Authority of all trades in Company securities that they make.