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| Corporate governance |
The Board is committed to the highest standards of corporate governance, and is committed to complying with the UK Corporate Governance Code ("the Code"). |
| Avocet currently complies with the requirements of the Code, save in respect of the matters set out below. The board has initiated steps to recruit additional Non-executive Directors with the aim of becoming fully compliant with the Code. |
| The Company supports the concept of an effective board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets at least every three months and is supplied with appropriate and timely information. The Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company's expense. Training is available for new Directors and other Directors as necessary. |
The Board consists of two Executive Directors who hold the key operational positions in the Company and three Independent Non-executive Directors (including a non-executive Chairman), who bring a breadth of experience and knowledge. |
The Chairman of the Board is Russell Edey, and the Company's business is managed by David Cather, who was appointed Chief Executive Officer in July 2012 and joined the Board in August 2012. The Board has named Barry Rourke as the senior independent Non-executive director. |
| Each year, the Board undertakes a formal process to evaluate its effectiveness, and that of the Board Committees and individual Directors, consisting of a review of the Board’s performance against the guidelines of the Financial Reporting Council on Board effectiveness. In accordance with the recommendations of the UK Corporate Governance Code, this review is undertaken by an external facilitator every three years. Such an external review was undertaken in November 2012, this being the first full year that Avocet had been listed on the main board of the London Stock Exchange. The most recent review was completed in April 2015, prior to which Board members were asked to submit assessments of the performance of the Board as a whole, as well as individual Directors, the Senior Independent Director, and the Chairman, against a range of criteria, and requested to provide further details on areas where improvements could be found. The results of this exercise were then fed back to the Board, and discussed at a Board meeting on 27 April 2015 |
| Following the implementation of the Bribery Act in July 2011, the Company has incorporated its policies and procedures in respect of the Bribery Act into its code of conduct and ethics, an anti-bribery policy document, and all employee service contracts. In addition, all employees in both the UK and West Africa have been required to attend specific anti-bribery training sessions and sign a register to confirm their attendance and understanding. |
| Avocet's anti-bribery policy can be viewed here. |
| Avocet Mining PLC Memorandum and Articles of Association. |
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The Nominations Committee is established to review the structure, size and composition (including the balance of skills, knowledge and experience) of the Board and its committees, and to review succession planning for the Board and Senior Managers.
The Nominations Committee reports and makes recommendations to the Board in respect of any action required in these matters.
The Nominations Committee meets at least once a year to select and recommend changes to the Board and its committees, including the nomination of Chairman of the Board, chairmen of certain committees and senior independent Non-Executive Directors. It also ensures compliance with statutory, legal, and other regulatory requirements. The Nominations Committee reviewed the annual performance appraisals of all the Board members during the year. The Nominations Committee is chaired by Russell Edey and its other members are Barry Rourke and Gordon Wylie.
Terms of Reference
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The Remuneration Committee meets at least twice a year and reviews the performance of the Directors and Executive Committee members, sets the scale and structure of their remuneration with due regard to the interests of the shareholders and the overall performance of the Group.
The Remuneration Committee also makes recommendations to the Board concerning the Company's overall philosophy and policy with respect to executive remuneration, bonuses and incentive arrangements including share and option awards, compensation payments and pension rights. The Remuneration Committee also makes recommendations to the Board concerning employee incentives, including the allocation of share issues to employees. Directors of the Group are not permitted to participate in discussions or decisions of the committee concerning their own remuneration.
The Remuneration Committee is chaired by the member who is recommended by the Nomination Committee as having the most appropriate experience and knowledge. The Remuneration Committee is chaired by Barry Rourke and its other members are Russell Edey and Gordon Wylie.
Terms of Reference
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The Audit Committee is established to review the principles, policies and practices adopted in the preparation of the financial statements of Avocet and its subsidiaries,
as well as ensuring that any other formal announcements relating to the financial performance of the group comply with relevant statutory and regulatory requirements.
The Audit Committee is responsible for assisting the Board in discharging its responsibilities for the integrity of the Company's financial statements, the effectiveness of the systems of governance, risk management and internal control, and monitoring the effectiveness and independence of the external auditors.
The Audit Committee meets at least four times a year is chaired by Barry Rourke and its other members are Gordon Wylie and Russell Edey.
Terms of Reference
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In 2011, the Board established a SHEC Committee that obtains assurance that the appropriate systems are in place to deal with the management of health, safety, environmental, and community relations matters.
This includes reviewing policies and procedures, assessing serious incidents and responses and ensuring ongoing compliance with appropriate local regulations and international best practice.
The SHE Committee meets at least four times a year. The Board determines and nominates the Chairman and members of the committee and it consists of not less than three members, of whom at least two are Non-Executive Directors. The SHE Committee is chaired by Gordon Wylie and its other members are Russell Edey, David Cather, Barry Rourke and Mike Donoghue.
Terms of Reference
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In 2011, the Board established a Technical Committee to provide assurance to the Board as to the operational performance and operating risks of the Company, with particular regard to those areas where technical understanding is required.
It makes recommendations to the Board on all such technical matters.
The Technical Committee meets at least four times a year. The Board determines and nominates the Chairman and members of the committee and it consists of not less than three members, of whom at least one is a Non-Executive Director. The Technical Committee is chaired by Gordon Wylie and its other member is David Cather.
Terms of Reference
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