In formulating the Company’s corporate governance procedures the Board of Directors takes due regard of the principles of good governance set out in the Revised Combined Code issued by the Financial Reporting Council in July 2003 (as appended to the Listing Rules of the Financial Services Authority) so far as is practicable for a company of IronRidge’s size.
The Board of IronRidge Resources Limited is made up of one Executive Chairman and two Non-Executive Directors. It is the Board’s policy to maintain independence by having at least half of the Board comprising non-Executive Directors who are free from any major business or other relationship with the Company. The structure of the Board is designed to ensure that no one individual or group is able to dominate the decision making process.
The Board ordinarily meets on a monthly basis providing effective leadership and overall control and direction of the Company’s affairs through the schedule of matters reserved for its decision. This includes the approval of the budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of the financial statements. Formal agendas, papers and reports are sent to the directors in a timely manner, prior to Board meetings. The Board also receives summary financial and operational reports before each Board meeting. The Board delegates certain of its responsibilities to management, who have clearly defined terms of reference.
All directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that all Board procedures are followed. Any Director may take independent professional advice at the Company’s expense in the furtherance of his duties.
One third of the Directors retire from office at every Annual General Meeting of the Company. In general, those Directors who have held office the longest time since their election are required to retire. A retiring Director may be re-elected and a Director appointed by the Board may also be elected, though in the latter case the Director’s period of prior appointment by the Board will not be taken into account for the purposes of rotation.
The Group has established an Audit Committee which comprises Stuart Crow, Neil Herbert and Alistair McAdam. Stuart Crow and Neil Herbert being independent non-executive members of the Board, with Stuart Crow appointed as chairman. The Audit Committee's main functions include, inter alia, reviewing and monitoring internal financial control systems and risk management systems on which the Group is reliant, considering annual and interim accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Group's auditors and monitoring and reviewing annually their independence, objectivity and qualifications.
The Group has established a Remuneration Committee, which comprises Nick Mather, Neil Herbert and Alistair McAdam, is chaired by Neil Herbert, and meets as often as required to enable the Remuneration Committee to fulfill its obligations to the Group, The Remuneration Committee will be responsible for reviewing the performance of the Chairman and the executive directors and for setting the scale and structure of their remuneration, paying due regard to the interests of Shareholders as a whole and the performance of the Group. The Remuneration Committee will also approve the design of and determine targets for any performance-related pay schemes operated by the Group.
The Group has established a Remuneration Committee, which comprises Nick Mather, Bastiaan Hendrikus van Aswegen and Vincent Mascolo, is chaired by Bastiaan Hendrikus van Aswegen, and meets when required. The Nominations Committee will consider the selection and re-appointment of Board members. It will identify and nominate candidates to fill Board vacancies and review regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.