The objective of the Company is to deliver long term value for our shareholders by identifying good quality grassroots and early-stage exploration projects.
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, the Board has decided to adopt the QCA Corporate Governance Code (“QCA Code”). Details of how the Company complies with the QCA Code can be found here.
Board of Directors
The Board is responsible for providing strategic direction for the Group, setting objectives and management policies and agreement on performance criteria. The Board monitors compliance with objectives and policies of the Group through monthly performance reporting, budget updates and monthly operation reviews.
Read moreThe current composition of the Board is two Executive Directors and two Non-Executive Directors. The Board believes the composition of the Board provides an appropriate mix to conduct the Group’s affairs at the present time and the Board will continue to review the situation going forward.
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.
Read moreFinancial controls
The Company has an established framework of internal financial controls, the effectiveness of which is regularly reviewed by the Executive Management, the Audit Committee and the Board. The key financial controls are:
• The Board is responsible for reviewing and approving overall Company strategy, approving new exploration projects and budgets, and for determining the financial structure of the Company including treasury, tax and dividend policy. Monthly results and variances from plans and forecasts are reported to the Board;
• The Audit Committee, comprising the Non-Executive Directors, assists the Board in discharging its duties regarding the financial statements, accounting policies and the maintenance of proper internal business, and operational and financial controls;
• Regular budgeting and forecasting is performed to monitor the Company’s ongoing cash requirements and cash flow forecasts are circulated to the Board on a monthly basis;
• Actual results are reported against budget and prior year and are circulated to the Board;
• The Company has an investment appraisal system that considers expected costs against a range of potential outcomes arising from the exploration opportunities that we are invited to participate in;
• Regular reviews of exploration results are performed as the basis for decisions regarding future expenditure commitments;
• Due to the international nature of the business there are, at times, significant foreign exchange rate movement exposures. Cash flow forecasting is done at the ‘required currency’ level and foreign currency balances are maintained to meet expected requirements; and
• For exploration projects, we manage the risk of failure to find economic deposits by low cost early stage exploration techniques, with detailed analysis of results. Moving projects to more expensive exploration techniques requires a rigorous review of results data prior to deciding whether to proceed with further work.
Non-financial controls
The Board has ultimate responsibility for the Group’s system of internal control and for reviewing its effectiveness. However, any such system of internal control can provide only reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the size, complexity and risk profile of the Group. The principal elements of the Group’s internal control system include:
• Close management of the day-to-day activities of the Group by the Executive Directors;
• An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision-making and rapid implementation while minimising risks; and
• Central control over key areas such as capital expenditure authorisation and banking facilities.
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.
Read moreThe 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 Employee 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 Audit Committee provides a formal review of the effectiveness of the internal control systems, the Group’s financial reports and results announcements, and the external audit process. During 2022 the committee comprised Eileen Carr (Non-Executive Chairman) and David Pelham (Independent Non-Executive Director). The external auditors and Bob Smeeton the Chief Financial Officer attend by invitation when appropriate.
No internal control issues were identified during 2022 requiring disclosure.
Relationship with Shareholders
The Company is committed to engaging with its shareholders to ensure that its strategy, operational results and financial performance are clearly understood. We aim to engage with our shareholders via roadshows, attending investor conferences and through our regular reporting on the London Stock Exchange. The Company also participates in roadshows, investor conferences and online presentations with question and answer sessions. These seminars remain available for later viewing, and have proven an effective way of engaging with shareholders and potential investors. We actively encourage investors to submit questions, primarily via our website, and seek to answer those questions received within the restrictions placed on us by AIM.
LSE announcements include details of the website, Twitter page and phone numbers to contact the Company and its professional advisors.
Private shareholders
The AGM is the main forum for dialogue with retail shareholders and the Board. The Notice of Meeting is sent to shareholders at least 21 days before the meeting. A question and answer session was scheduled for a week before the meetings, in order to let Shareholders ask questions in advance of submitting proxy votes. For each vote, the number of proxy votes received for, against and withheld is announced at the meeting. The results of the AGM are announced via the London Stock Exchange. Investors can contact us via our website (https://www.orioleresources.com) or by email (info@oriolereources.co.uk).
Retail shareholders also regularly attend our seminar presentations and we publicise our attendance via LSE announcements and Twitter. In addition, our up to date Corporate presentation is made available on our website.
Institutional shareholders
The Directors actively seek to build a relationship with institutional shareholders. Shareholder relations are managed primarily by the Chief Executive Officer and Chief Financial Officer. The Chief Executive Officer and Chief Financial Officer make presentations to institutional shareholders and analysts throughout the year, both in virtual forums and where possible, in person in London and Cape Town, through events such as Mines and Money and 121 Group. We also have ad-hoc meetings with our shareholders via conference call and email. The Board as a whole is kept informed of the views and concerns of major shareholders by the Chief Executive Officer. Any significant investment reports from analysts are also circulated to the Board. The Non-Executive Chair and Non-Executive Director are available to meet with major shareholders if required to discuss issues of importance to them and are considered to be Independent from the executive management of the Company.
Remuneration Committee
The Remuneration Committee provides a formal and transparent review of the remuneration of the Executive Directors and senior employees and makes recommendations to the Board on individual remuneration packages. This includes the award of non-contractual performance related bonuses and share options. Remuneration packages are designed to reward, motivate, retain and recruit individuals. Bonuses are only paid in recognition of performance.
It comprises Eileen Carr (Non-Executive Chair) and David Pelham (Independent Non- Executive Director). No Director takes part in discussions concerning the determination of their own remuneration.
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