Corporate Goverance

Corporate Goverance

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Corporate Governance

Although the rules of AIM do not require the Company to comply with the UK Corporate Governance Code ("Code"), the Company fully supports the principles set out in the Code and will attempt to comply wherever possible given both the size and resources available to the Company.

The Board of Directors currently comprises the Executive Chairman, Managing Director and two Non-executive Directors. The Board considers that this structure is suitable for the Company having regard to the fact that it is not yet revenue-earning.

The Board can be strengthened by the appointment of independent Non-executive Directors but is satisfied that its composition is currently suitable for an AIM-listed Company.

Role of the Board

The Board’s role is to agree the Group’s long-term direction and strategy and monitor achievement of its business objectives. The Board meets four times a year for these purposes and holds additional meetings when necessary to transact other business. The Board receives reports for consideration on all significant strategic and operational matters.

Notwithstanding that the Non-executive Directors are not considered to be independent under the terms of the Code. they are considered by the Board to be independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. Directors have the facility to take external independent advice in furtherance of their duties at the Group’s expense and have access to the services of the Company Secretary.

The Board delegates certain of its responsibilities to the Audit, Remuneration and Nomination Committees of the Board. These Committees operate within clearly defined, written terms of reference.

Audit Committee

The Audit Committee, composed entirely of Non-executive Directors, meets at least twice a year and assists the Board in meeting its responsibilities in respect of external financial reporting and internal controls. The Audit Committee also keeps under review the scope and results of the audit. It also considers the cost-effectiveness, independence and objectivity of the Auditor taking account of any non-audit services provided by them.

Current Audit Committee members are:

Remuneration Committee

The Remuneration Committee also comprises the Non-executive Directors. The Remuneration Committee meets at least once a year to determine the appropriate remuneration for the Company's executive directors, ensuring that this reflects their performance and that of the Group, and to demonstrate to shareholders that executive remuneration is set by Board members who have no personal interest in the outcome of their decisions.

Current Remuneration Committee members are:

Nomination Committee

The Nomination Committee comprises the Chairman, Managing Director and the Non-executive Directors. The Nomination Committee meets at least once per year to lead the formal process of rigorous and transparent procedures for board appointments and to make recommendations to the Board in accordance with best practice and other applicable rules and regulations, insofar as they are appropriate to the Group at this stage of its development.

Current Nomination Committee members are:

Conflicts of Interest

The Companies Act 2006 permits directors of public companies to authorise directors’ conflicts and potential conflicts, where appropriate, and the Articles of Association contain a provision to this effect.

Tertiary Minerals is a shareholder in Sunrise Resources plc and the Chairman of Tertiary Minerals plc is also Chairman of Sunrise Resources plc. Tertiary Minerals plc also provides management services to Sunrise Resources plc, in the search, evaluation and acquisition of new projects.

Procedures are in place in order to avoid any conflict of interest between the Company and Sunrise Resources plc.

Corporate Social Responsibility

The Board takes regular account of the significance of social, environmental and ethical matters affecting the business of the Group. At this stage in the Group’s development the Board has not adopted a specific written policy on Corporate Social Responsibility as it has a limited pool of stakeholders other than its shareholders. Rather, the Board seeks to protect the interests of the Group's stakeholders through individual policies and through ethical and transparent actions.

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