The directors are aware of the UK Corporate Governance Code applicable to listed companies. As a company which is quoted on AIM, Amur Minerals Corporation is not required to comply with the UK Corporate Governance Code, but the directors intend to comply with its main provisions as far as is practicable having regard to the size of the Group.
Board structure, the chairman and its committees
The board comprises the chairman (non-executive), Chief Executive Officer, and four non-executive directors. The board meets regularly throughout the year and as issues arise which require board attention.
The Chairman conducts board and shareholder meetings and ensures that all directors are properly briefed. The directors are responsible for formulating, reviewing and approving the Company’s strategy, budgets, major items of capital expenditure and senior personnel appointments. The directors have access to independent professional advice at the Company’s expense and to the Company Secretary.
At each annual general meeting one third of the directors must retire by rotation, whereupon they can offer themselves for re-election if eligible.
The Company has established an Audit Committee and a Remuneration Committee. In view of the Company’s size, the directors do not consider the UK Corporate Governance Code recommendation for a Nominations Committee to be appropriate.
The Audit Committee is responsible for considering the appointment and fees of external auditors, their cost effectiveness, independence and objectivity and for ensuring that the financial performance of the Company is properly reported and monitored. It meets at least twice a year and is comprised of at least two non-executive directors. Brian Savage (Chair) and Robert Schafer currently comprise this committee.
It liaises with the auditors and reviews the reports from the auditors relating to the financial statements and internal controls. The Committee has access to professional advice from inside and outside the Company at the Company’s expense.
Amur Minerals Corporation aims to ensure that the level and compensation of remuneration of its Directors and executives are sufficient and reasonable for the sector in which the Company operates. The Board has adopted a code for Directors’ Dealings appropriate for a company whose shares are admitted to trading on AIM and in accordance with the Share Dealing Code. Brian Savage is the Chairman of the Remuneration Committee and Robert Schafer is the other member. The Committee, which meets at least once per year, is responsible for determining the contract terms, remuneration and other benefits of the executive directors. The remuneration of non-executive directors is determined by the Board within the limits set out in the Articles of Association. None of the Committee members has any personal financial interest in the matters to be decided (other than as shareholders), potential conflicts of interest arising from cross-directorships, or any day-to-day involvement in running the business. The Committee consults the Chief Executive about its proposals and has access to professional advice from inside and outside the Company at the Company’s expense.