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| Board of directors |
| Avocet’s board consists of a non-Executive chairman, two Non-executive directors and two Executive directors. All directors have significant experience in either managing or investing in mining operations in West Africa but each contributes a unique skill set to the board. |
The board meets a minimum of four times a year. |
| David Cather – Chief Executive Officer |
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David was appointed Chief Executive Officer in July 2012, after joining the Company as Chief Operating Officer in May 2012. David is an experienced mining engineer and brings over 30 years of mining experience to Avocet, most recently as Chief Operating Officer with European Goldfields. David's career has included senior roles at Anglo American where he was Technical Director for its Industrial Minerals Division. He spent five years consulting to the industry on a variety of early stage projects principally for gold and base metal projects in DRC, Sierra Leone, Nicaragua, Philippines and Colombia. He is a graduate from the Royal School of Mines, Imperial College London with a first class degree in mining engineering and has gained extensive senior level project development experience and operations management in both open pit and underground operations. |
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| Jim Wynn – Finance Director & Company Secretary |
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| Jim joined Avocet Mining in November 2008 and was appointed Finance Director in September 2015. Jim is a Chartered Accountant and was previously employed by Anglo American plc where he held a number of roles within the finance, business development, and strategy departments of Anglo Industrial Minerals. |
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| Russell Edey – Chairman and Non-Executive Director |
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| Russell was appointed Non-Executive Director in July 2010 and Chairman of the Company in September 2010. He retired as Chairman of AngloGold Ashanti Limited in May 2010 having been a member of that company's board since 1998. He worked for Rothschilds from 1977 until 2014, and sat on the Boards of a number of its subsidiaries. Prior to that, he worked for Anglo American Corporation of South Africa Limited in South Africa and Australia. |
| Russell Edey chairs the Nominations Committee and sits on the Audit, SHEC and Remuneration Committees. |
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| Barry Rourke – Senior Independent, Non-Executive Director |
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| Barry was appointed Non-Executive Director and Chairman of Avocet Mining PLC's Audit Committee in July 2010. He served as a Partner at PricewaterhouseCoopers for 17 years, acting as an advisor and auditor for several large and medium-sized businesses in both the public and private sector before retiring in 2001. He has significant experience in the resources sector as an independent non-executive director of several companies, and has been Chairman of the Audit Committee at a number of these. |
Barry Rourke chairs the Audit and Remuneration Committees and sits on the Nominations and SHEC Committees.
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| Gordon Wylie – Non-Executive Director |
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| Gordon joined the Board of Avocet Mining in February 2012. A geologist by training, Gordon has over 35 years of experience in mining and exploration geology, including eight years in AngloGold Ashanti's senior management team where he was responsible for global exploration projects. More recently, Gordon has served on the board of a number of listed companies with operations in Central Asia, South America, Europe and Russia. He currently serves on the board of Lydian International. In the past five years, he has also served on the boards of OxusGold, Central Asian Gold and Continental Gold. |
Gordon Wylie chairs the SHEC and Technical Committee and also sits on the Audit, Nominations, and Remuneration. |
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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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