Board Committees
Audit and Risk Committee
The Audit and Risk Committee is responsible for ensuring that the financial information of the Company is properly reported on and monitored, including by conducting reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies and compliance and meeting with the auditors and reviewing findings of the audit with the external auditor.
The Audit and Risk Committee also is responsible for considering and making recommendations to assist the Board on the appointment of the auditors and the audit fee; including reviewing the scope and results of the audit and considering the cost-effectiveness, independence and objectivity of the auditor, taking account of any non-audit services provided by them.
As the Company has not established a dedicated compliance committee, the Audit and Risk Committee is tasked also with monitoring and reviewing the Company’s risk management procedures and arrangements for compliance by the Company.
The Audit and Risk Committee is chaired by Jason Brewer, and includes the Chairman, Patrick Doherty, and the Chief Financial Officer, John O’Connor, and the interim CEO Antony Legge.
Remuneration Committee
The Remuneration Committee is chaired by the Chairman, Patrick Doherty, and includes Jason Brewer. The Remuneration Committee meets at least once a year to determine, within agreed terms of reference and taking into consideration external data and comparative third-party remuneration, the Company’s policy on the remuneration of executives and specific remuneration packages for Directors, including incentive payments or awards. The Remuneration Committee is also responsible for recommending and/or approving grants of awards under the Company’s share option plan.
The Committee considers cashflow availability as well as the performance of the Company both over the previous 12 months and projected performance. Performance of the Company is measured in terms of the exploration and development of existing licences, the acquisition of any new licences and the finances raised to fund these activities. The level of any remuneration determined is derived from companies of a comparable size or operating in a similar sector.
When determining the Remuneration policy, the Committee are mindful to ensure that the remuneration policy and other remuneration practices are clear, simple, predictable, proportionate, safeguarded the reputation of the Company and are aligned to the Company’s culture and strategy.
The key factors are:
Clarity Remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce.
Simplicity Remuneration structures should avoid complexity and their rationale and operation should be easy to understand.
Risk Remuneration arrangements should ensure reputational and other risks from excessive rewards, and behavioural risk that can arise from target-based incentive plans, are identified and mitigated.
Predictability The range of possible values of rewards to individual directors and any other limits or discretions should be identified and explained at the time of approving the policy.
Proportionality The link between individual awards, the delivery of strategy and the long-term performance of the company should be clear.
Alignment to Culture Incentive schemes should drive behaviours consistent with the Company’s purpose, values and strategy.
The Company’s business model of creating shareholder value through the exploration for mineral resources, which is financed by the raising of new capital, means that returns will be driven though increases in asset values coupled with a requirement to minimise cash costs. The Remuneration Committee believes that a prudent remuneration policy should have a relative high proportion of equity incentives in comparison to an annual salary to align with returns to shareholders.
