The Board of Directors of IronRidge Resources has established the following Committees:
Remuneration and Nominations Committee (merged in June 2018);
Social & Ethics Committee; and
The members of the Company’s Audit Committee are Stuart Crow (Chairman), Neil Herbert and Alistair McAdam.
A summary of the role and responsibilities of the Audit Committee is as follows:
monitor and review the effectiveness of the Company's internal audit function in the context of the Company's overall risk management system;
approve the appointment and removal of the head of the internal audit function;
consider and approve the remit of the internal audit function and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards;
review the management of financial matters and ensure the internal auditors are free from management or other restrictions;
review and assess the annual internal audit plan;
review promptly all reports on the Company from the internal auditors;
review and monitor management's responsiveness to the findings and recommendations of the internal auditor; and
meet the head of internal audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out. In addition, the head of internal audit shall be given the right of direct access to the Chairman of the Board and to the Committee.
The full charter for the Audit Committee is outlined in the Corporate Governance Section of the Company’s website.
Remuneration and nomination Committee
The member of the Company’s Remuneration and Nominations Committee are Alistair McAdam (Chairman), Neil Herbert and Nicholas Mather.
A summary of the role and responsibilities of the Remuneration & Nominations Committee is as follows:
Remuneration Related Matters:
The Committee shall:
determine and agree with the Board the framework or broad policy for the remuneration of the Company's or group's Chief Executive, the Chairman of the Company, the Company's Executive Directors, the Company Secretary and such other members of senior management as it is designated to consider (together the "Relevant Individuals"). The remuneration of non-executive directors shall be a matter for the Chairman and the executive members of the Board. No Relevant Individual shall be involved in any decision as to their own remuneration;
in determining such policy, take into account all factors which it deems necessary. The objective of such policy shall be to ensure that Relevant Individuals are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Company;
review the ongoing appropriateness and relevance of the remuneration policy;
approve the design of and determine targets for any performance-related pay schemes operated by the Company for Relevant Individuals and approve the total annual payments made under such schemes;
review the design of all share incentive plans for approval by the Board and shareholders. For any such plans, determine each year whether awards will be made and, if so, the overall amount of such awards, the individual awards to Relevant Individuals and the performance targets to be used;
determine the policy for and scope of pension arrangements, service agreements, termination payments and compensation commitments for Relevant Individuals;
ensure that contractual terms on termination, and any payments made, are fair to the Relevant Individual and the Company and that the duty to mitigate loss is fully recognised;
within the terms of the agreed policy, determine the total individual remuneration package for Relevant Individuals including, where appropriate, bonuses, share options and incentive payments (although shareholders should be invited specifically to approve all new long-term incentive schemes or significant changes to such schemes);
in determining such packages and arrangements, give due regard to any relevant legal requirements, the provisions and recommendations in the UK Corporate Governance Code published by the Financial Reporting Council (“UK Corporate Governance Code”) and the AIM Rules for companies issued by London Stock Exchange plc and associated guidance;
review and note annually the remuneration trends across the Company or Group;
oversee any major changes in employee benefit structures throughout the Company or group;
vet and authorise the reimbursement of any claims for expenses from the Chief Executive and Chairman of the Company;
procure the preparation and audit of annual directors' remuneration reports;
ensure that the shareholders at the AGM should be invited to approve the directors' remuneration report;
ensure that all provisions regarding disclosure of remuneration including pensions, as set out in the UK Corporate Governance Code are fulfilled; and
be exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any remuneration consultants who advise the Committee and to obtain reliable, up-to-date information about remuneration in other companies. The Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations.
Nomination Related Matters
The Committee shall:
be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise;
before making an appointment, evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment. In identifying suitable candidates the Committee shall:
use open advertising or the services of external advisers to facilitate the search;
consider candidates from a wide range of backgrounds; and
consider candidates on merit and against objective criteria, taking care that appointees have enough time available to devote to the position;
review annually the time required from a non-executive director. Performance evaluation should be used to assess whether the non-executive director is spending enough time to fulfil his or her duties;
give full consideration to succession planning for directors and other senior executives taking into account the challenges and opportunities facing the Company and what skills and expertise are needed on the Board in the future;
regularly review 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;
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;
make a statement in the annual report about its activities, the process used for appointments and explain if external advice or open advertising has not been used and the membership of the Committee, number of Committee meetings and attendance over the course of the year;
make available its terms of reference explaining clearly its role and the authority delegated to it by the Board;
ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, Committee service and involvement outside Board meetings; and
keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates.
The Committee shall make recommendations to the Board concerning:
plans for succession for both executive and non-executive directors and in particular for the key roles of Chairman of the Board and Chief Executive;
the re-appointment of any non-executive director at the conclusion of their specified term of office;
the re-election by shareholders of any director under the retirement by rotation provisions in the Company's articles of association;
any matters relating to the continuation in office of any director at any time;
the appointment of any director to executive or other office other than to the positions of chairman and chief executive, the recommendation for which would be considered at a meeting of the Board; and
Membership of the Audit and Nomination & Remuneration Committees, in consultation with the Chairmen of those committees.
The full charter for the Remuneration & Nominations Committee is outlined in the Corporate Governance Section of the Company’s website.
social & ethics Committee
The member of the Company’s Social & Ethics Committee are Bastiaan van Aswegen (Chairman), Stuart Crow, Nicholas Mather and Neil Herbert.
A summary of the role and responsibilities of the Social & Ethics Committee is to monitor the Company’s activities having regard to any relevant legislation, other legal requirements or prevailing codes of best practice with regard to:
the 10 principles set out in the United Nations Global Compact Principles;
the OECD recommendations regarding corruption;
corporate governance matters;
the promotion of equality;
the prevention of unfair discrimination;
the reduction of corruption;
the environmental, health and public safety impact of the Company’s activities;
the provision of decent working conditions;
the Company’s contribution towards the educational development of its employees.
The full Charter for the Social & Ethics Committee is outlined in the Corporate Governance Section of the Company’s website.
The members of the Company’s Executive Committee are Neil Herbert (Chairman), Vincent Mascolo and Len Kolff (IronRidge COO).
A summary of the role and responsibilities of the Executive Committee is as follows:
the Executive Committee is responsible for implementing the will of the Board, with an appropriate level of input from the Board before decisions are made, appropriate representation of the discourse to the Board, and voting by the Board where appropriate. Appropriateness is to be defined by the Executive Committee, with the ability of the Board to refine this definition over time;
direct the process of selection, supervision, and evaluation of the CEO, with ultimate approval by the full Board;
oversee and present an annual performance review of the CEO to the Board;
meet regularly with the CEO and her/his designated staff on behalf of the Board to provide support and counsel on executive decisions;
appoint Chairs and members of Committees, consider the recommendations of those Committees, and fill other volunteer positions necessary to ensure optimal performance of the Company in its execution of its Strategic Plan and other Board directives;
perform an assessment of Committees and Committee Chairs at least once every three years to ensure maximum utilization of their potential and function within the Company. Ensure that all Board members serve on at least one Committee;
facilitate cohesive communications, feedback loops, decision-making and alignment between the Board, Board Committees and Company personnel;
act on behalf of the full Board in an emergency situation;
assist the Board Chair and CEO in establishing agendas for Board meetings with input from the full Board;
monitor and evaluate progress toward strategic goals and initiatives and provide counsel to the CEO regarding the same, to include timely presentations to the full Board;
ensure maximum utilization of Board member potential, including self-assessments of the Board and Board functions, and ongoing engagement of previous Committee leaders;
led by the Board Chair, oversee the day-to-day implementation of the Board’s policies and ensure that appropriate governance systems are established and maintained.
The full Charter for the Executive Committee is outlined in the Corporate Governance Section of the Company’s website.