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Corporate Governance

The following information is disclosed in accordance with Rule 26 of the AIM Rules. These requirements were last reviewed and updated by the Company on 30th June 2015.

Principles of corporate governance

As a Board we recognise the importance of high standards of corporate governance. The Company considers the UK Corporate Governance Code (the UK Code) as a basis for guiding its governance structures. However, it is recognised that some aspects of the UK Code are not relevant for AIM companies such as Tungsten. We have decided, therefore, to also use the Quoted Companies Alliance corporate governance code (the QCA Code) against which to measure our progress as the QCA Code is more applicable for small and medium-sized companies.

The role of the Board

The key tasks of the Board are:

  • Responsibility for the overall leadership of the Company and setting the Company’s values and standards
  • Approval of the group’s strategic aims and objectives
  • Approvals of the annual operating and capital expenditure budgets and any material changes to them
  • Oversight of the group’s operations ensuring competent and prudent management, sound planning, maintenance of sound management and internal control systems, adequate accounting and other records, and compliance with statutory and regulatory obligations
  • Review of performance in light of the group’s strategic aims, objectives and business plans and budgets, and ensuring that any necessary corrective action is taken
  • Extension of the group’s activities into new areas
  • Decisions to cease to operate any material part of the group’s business
  • Changes to the group’s capital structure
  • Approval of the financial statements, annual report and accounts, material contracts and major projects
  • Approval of the dividend policy and dividend payments
  • Approval of the group’s internal control and risk management systems and structures
  • Approval of major capital projects, contracts and investments
  • Approval of communications with shareholders and the market
  • Approval of Board membership and other senior appointments and any changes

How the Board operates

The Board meets at regular intervals and the Directors also have ongoing contact on a variety of issues between formal meetings. There are a number of standing and routine items included for review on each Board agenda. These include the CEO’s report and operations reports, financial reports, consideration of reports from the Board Committees, and investor relations updates. Directors are encouraged to question and voice any concerns they may have on any topic put to the Board for debate.

The Board is supported in its work by Board Committees that are responsible for a variety of tasks delegated by the Board.

The Board Committees

Membership of all three Board Committees is composed of the Chairman and the two Non-Executive Directors. As such they are compliant with both the UK and QCA Codes.

Each Board Committee has approved Terms of Reference setting out their responsibilities. All of the Board Committees are authorised to obtain, at the Company’s expense, professional advice on any matter within their terms of reference and to have access to sufficient resources in order to carry out their duties.

Audit Committee

The main duties of the Audit Committee are set out in its Terms of Reference and include to:

  • Monitor the integrity of the financial statements of the Company, including its annual and half year reports
  • Review and challenge where necessary any changes to, and consistency of, accounting policies, whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor, the going concern assumption and all material information presented with the financial statements
  • Keep under review the effectiveness of the Company’s internal control systems (including financial, operational and compliance controls and risk management) and to review and approve the statements to be included in the annual report concerning internal controls and risk management
  • Review the adequacy of the Company’s compliance, whistleblowing and procedures for detecting fraud
  • Regularly assess the need for an internal audit function
  • Consider and make recommendations to the Board, to be put to shareholders for approval at the Annual General Meeting, in relation to the appointment, re-appointment and removal of the Company’s external auditor
  • To oversee the relationship with the external auditor including approval of their remuneration, approval of their terms of engagement, assessment annually their independence and objectivity taking into account relevant professional and regulatory requirements and the relationship with the auditor as a whole, including the provision of any non-audit services
  • To meet regularly with the external auditor and at least once a year, without any executive director or other member of management present to discuss any issues arising from the audit
  • To review and approve the annual audit plan and review the findings of the audit

Remuneration Committee

The main duties of the Remuneration Committee are set out in its Terms of Reference and include:

  • Setting the remuneration policy for the Executive Directors and the Company’s Chairman, including pension rights and compensation payments
  • Recommend and monitor the level and structure of remuneration for senior management
  • In determining such policy, to take into account relevant legal and regulatory requirements, and the provisions and recommendations of the Quoted Companies Alliance (the “QCA”) Corporate Governance Code for Small and Mid-size Quoted Companies, the QCA’s Remuneration Committee Guide and associated guidance
  • When setting the remuneration policy for executive directors, to review and have regard to pay and employment conditions across the group
  • To review the ongoing appropriateness and relevance of the remuneration policy
  • To appoint and determine the terms of reference for any remuneration consultants who advise the Committee
  • To approve the design of and determine the targets for any schemes of performance-related remuneration and approve the total remuneration paid under such schemes
  • To review the design of all share incentive plans for approval by the Board and shareholders
  • To determine the policy and scope of pension arrangements for executive directors and other designated senior executives
  • To oversee any major changes in employee benefits structure throughout the group
  • Agree the policy for authorising claims for expenses from the Executive Directors and Chairman

Nomination Committee Report

The main duties of the Nomination Committee are set out in its Terms of Reference and include to:

  • Regularly review the structure, size and composition (including the skills, knowledge, experience and diversity) required of the Board compared to its current position and make recommendations to the Board with regard to any changes
  • Give full consideration to succession planning for directors and other senior executives in the course of its work, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board in the future
  • Keep under review the leadership needs of the organisation, both executive and non-executive, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace
  • Keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates
  • Be responsible for identifying and nominating for the approval of the Board candidates to fill board vacancies as and when they arise
  • Formulate plans for succession for both executive and non-executive directors and in particular for the key roles of Chairman and Chief Executive
  • Assess the re-appointment of any non-executive director at the conclusion of their specified term of office having given due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required
  • Assess the re-election by shareholders of any director having due regard to their performance and ability to continue to contribute to the Board in the light of the knowledge, skills and experience required and the need for progressive refreshing of the Board
  • For further details on how the Company applies the QCA Code please refer to the Corporate Governance Report in the Annual Report 2014.

Country of incorporation and operation

Tungsten Corporation plc is a public limited company incorporated and domiciled in the UK, with registered number 07934335.

The address of its registered office is Pountney Hill House, 6 Laurence Pountney Hill, London, EC4R 0BL.

Its main country of operation is the UK.

Exchanges and Trading Platforms

Tungsten Corporation plc’s ordinary shares are admitted to trading on AIM, a marketplace regulated by the London Stock Exchange.

Tungsten Corporation plc has not applied or agreed to have any of its securities (including its AIM securities) admitted or traded on any other exchange or trading platforms.

UK City Code on Takeovers and Mergers

As an AIM-traded, UK-registered company, Tungsten Corporation plc is subject to the UK City Code on Takeovers and Mergers Legislation.

Shares in issue

There are 126,069,397 shares of £0.00438 each in issue.

Restrictions on Transfer

None.

Advisers

Nominated Adviser Broker
Panmure Gordon & Co
One New Change
London
EC4M 9AF
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
Registrar
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA