Corporate Governance

Corporate Governance

The objective of the Company is to create value through the discovery and development of gold and high-value base metal resources. In pursuing this objective the Board has committed to the highest level of governance applicable to a Company of our size and to setting a culture that values the very highest of ethical standards in all territories in which we operate and that encourages personal and corporate integrity throughout the Group. To this end we fully support the principles set out in the UK Corporate Governance Code, as published by the Financial Reporting Council.

Board of Directors
The Board is responsible for providing strategic direction for the Company, setting objectives and management policies and agreement on performance criteria. The Board monitors compliance with objectives and policies of the Company through monthly performance reporting, budget updates and monthly operation reviews.

Composition of the Board at 31 December 2015 was two Non-Executive Directors, Rishard Camball and Christopher Hall. The Board believes the present composition of the Board provides an appropriate mix to conduct the Company's affairs.

Accountability and Audit
The Board is responsible for the Group's system of internal control and for monitoring and reviewing its effectiveness. These systems are designed to manage and minimise the risk of failure rather than eliminate such risks and can only provide reasonable, and not absolute, assurance against material financial misstatement or loss.

The Board encourages a culture of integrity and openness and has established an organisational structure with clear lines of accountability and authority across its operations. The Group does not currently have an internal control function due to the small size of the administration function.

Comprehensive annual budgets are produced once a year and submitted to the Board for approval. Reviews of the annual budget are regularly undertaken in line with significant changes in the underlying operations and conditions. Such revisions are put forward to the Board for approval. Actual results and forecasts are compared to budget and reported, along with key operational results, to the Board members on a monthly basis.

The Board screens all potential exploration opportunities before any significant financial commitment is made to proceed.

The Company maintains robust procedures to ensure that related party transactions and potential conflicts of interest are identified, disclosed and managed. These procedures include the declaration by Directors on appointment of their interests in other businesses and review and confirmation is conducted during the year.

Corporate and Social Responsibility
All Directors, management and staff are expected to consistently apply the highest ethical standards to their conduct to ensure that the Company's affairs and reputation are at all times maintained at the uppermost level. It does not tolerate any corrupt practices.

The Board has established a Code of Conduct incorporating the guidelines of the Bribery Act 2010 and compliance officers have been appointed with clearly defined roles of responsibility. Personnel are encouraged to be vigilant at all times and report any suspicions they may have. Implementation of the Code is monitored and contraventions are reported to the Board.

The Company has well established policies on health and safety and these are set out in the Company's Health and Safety Booklet, which is made available to all employees on joining the Group. Our philosophy is that safety must be considered in every task performed and every decision made.

We are committed to the development of our employees and we aim to provide an environment which will attract, retain and motivate people, to ensure they can maximise their potential and share in the Group's successes.

The Directors recognise the importance of building good relations with local communities situated close to the Group's operations and the Company readily contributes, where appropriate, to the development of the local infrastructure and to supporting community needs. The Employees' Handbook sets out the boundaries of acceptable business practise and the manner in which the activities of the Group are to be conducted.

We are totally committed to minimising any adverse impact of our activities on the natural environment and, as a minimum standard, to comply with any relevant legislation within the territories in which we operate. The Group adheres totally to all local environmental regulations.

Audit Committee
The board relies on the annual external audit of the group and the individual country audits of its operations to ensure robust and adequate internal controls.

Relationship with Shareholders
The Board is committed to providing effective communication with the shareholders of the Company.

An annual review of directors and senior management remuneration packages is undertaken and presented to the board for consideration. The directors have elected to accept shares in lieu of director fees.

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