Corporate Governance

The Board of directors is accountable to the shareholders for the corporate governance of the Group. The Board has chosen to adopt the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Companies 2018 (the “QCA Code”). The Board strives to ensure that the Company operates in an effective and efficient way, with integrity and with due regard for the interests of all stakeholders.

Board of Directors

The Board of directors is responsible for the conduct of the Company’s affairs and the success of the Group in achieving its objectives.

The main functions and responsibilities of the Board are:

  • identifying and monitoring the principal risks facing the business and, wherever possible, mitigating the impact of these risks;
  • stewardship of the financial affairs of the Company;
  • effective communication with all stakeholders including shareholders, employees, the government of Guinea and the host communities; and
  • approving the Company’s strategy and objectives, operating plans, key transactions and budgets as presented by management.

The Board currently consists of two members, both of whom act as independent non-executive directors.

The Company is confident that it has assembled a highly experienced and capable Board with the necessary skills to deliver on the development of the projects, implement good governance, proactively exploit new opportunities and, most importantly, to create value for our shareholders. The Board aims to meet face to face on average four times a year with Board meetings taking place monthly, normally by telephone conference. The Board, together with the Audit Committee (“AC”), Remuneration Committee (“RC”) and Nomination Committee ("NC"), deals with all important aspects of the Group’s affairs. The Non-Executive Chairman, Antony Gardner-Hillman, is responsible for the leadership of the Board and for ensuring effective communication between the directors. Formal agendas and Board papers are sent to the directors in a timely fashion prior to Board meetings.

The Board believes that its current composition is sufficient to meet the current needs of the Company but that further appointments will likely be required to reflect the evolving nature of the Company’s business and to ensure it can function and be seen to function independently of executive management. In the event of a conflict of interest, the conflicted director will, in accordance with corporate law and their fiduciary obligations as a director, disclose the nature and extent of their interest to their fellow directors and the Company Secretary and they will also abstain from voting on the resolution in respect of which they are conflicted. The non-executive directors have no interests in the ordinary shares of the Company and hold no share options. The following committees deal with the Group’s affairs and provide experienced and objective advice to the Board.

Directors Title Committees
Antony Gardner-Hillman Independent Non-Executive Chairman NC (Chairman), AC, RC
Simon Brickles Senior Independent Non-Executive Director AC (Chairman), RC (Chairman), NC

Audit Committee

The AC oversees the operation of good financial practices throughout the Group, and ensures that management has put controls in place to protect (i) assets and (ii) the integrity of financial information. The AC reviews the interim and annual financial statements, as well as all aspects of the audit programme and provision of non-audit services by the auditors.

The committee comprises only non-executive directors who are considered independent in that they have never personally held executive positions with the Company. The committee is chaired by Simon Brickles with Antony Gardner-Hillman being the other member. The external auditors have a direct line of communication to the committee through its chair and have been invited by the committee to bypass management if deemed necessary. The committee, through its chair, may contact any employee directly as deemed necessary and any employee may bring before the committee any matter involving any alleged questionable, illegal or improper financial practices or transactions. If issues arise which are deemed outside the areas of expertise of the committee then independent expert advice will be sought.

Terms of Reference of the Audit Committee

Remuneration Committee

The RC comprises only non-executive directors who are considered independent in that they have never personally held executive positions with the Company. The committee meets as and when required and is chaired by Simon Brickles with Antony Gardner-Hillman being the other member. Being composed of non-executive directors who have no personal interest in the outcome of its decisions, the committee provides reassurance to the shareholders that the remuneration of executive directors is fair and not excessive. Financial packages for executive directors are established by reference to those prevailing in the market place for directors of similar status, skills and qualifications and should be sufficient to attract, retain and motivate directors of the quality required to run the business successfully.

The main duties of the committee are to:

  • set the remuneration and other benefits granted to executive directors and those individuals reporting directly to them;
  • propose the fees for the directors;
  • consider and make recommendations in respect of the terms of the service contracts of executive directors and any proposed changes to those contracts;
  • oversee the operation of the Company’s executive and employee share plans; and
  • assist the Board in fulfilling its responsibilities with respect to hiring, evaluation, compensation and succession planning for senior management and other employees.

Terms of Reference of the Remuneration Committee

Nomination Committee

The NC comprises Antony Gardner-Hillman and Simon Brickles and is chaired by Antony Gardner-Hillman. The members are both independent non-executive directors of the Company. The NC meets at least once a year. It is responsible for determining and reviewing the size, structure and composition (including the skills, knowledge and experience) of the Board, including making recommendations to the Board with regard to any changes, giving full consideration to succession planning for directors and other senior executives of the Company and identifying and nominating for Board approval candidates to fill vacancies as and when they arise.

Terms of Reference of the Nomination Committee

Internal Controls

Management is responsible for establishing and maintaining the Group’s internal controls while the directors are responsible for implementing processes to review and ensure the effectiveness of such controls. Financial, operational and compliance procedures are designed to safeguard the Group’s assets and are regularly reviewed by the Board. The internal control system is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. It can only provide reasonable and not absolute assurance against material misstatement or loss. The directors are satisfied that the existing controls are adequate and effective with regard to the size of the Group and the stage of its development.

Communication with Shareholders

The Board recognises that it is accountable to shareholders for the performance and activities of the Group. The Board attaches great importance to providing accurate information to the market and maintaining good relations with its shareholders. Market-sensitive information is released through a defined internal procedure to all shareholders concurrently in compliance with stock exchange rules. The annual report, news releases, presentations and other information on Bellzone Mining plc are available on the Group’s website (www.bellzone.com).

Sensitive information is released through a defined internal procedure to all shareholders concurrently in compliance with stock exchange rules. The Company’s ordinary shares are admitted to trading on AIM, a market operated by the London Stock Exchange (Ticker: BZM).

Principles and Approach of the Board to Corporate Governance

Bellzone is committed to achieve and maintain high standards of governance. Detailed below is how the Board applies the 10 principles of Corporate Governance which form part of the QCA Code.

Principle Application - QCA Code Compliance – Bellzone

Establish a strategy and business model which promote long-term value for shareholders

The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term.

It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

The Company’s vision is to develop its operating business to deliver long term, sustainable growth in shareholder value and to secure the investment needed to enable that.

It seeks to share this vision and details of the implementation of its strategy through internal dialogue with employees as well as external communications by way of public announcements and dissemination of information through this website and the Annual Report. Please see our Company Profile and Kalia Project on this website and pages 2-6 of our 2017 Annual Report.

Seek to understand and meet shareholder needs and expectations

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

The Board is committed to maintaining an open dialogue with shareholders. Communication with shareholders is co-ordinated by the Chairman with input from the Chief Executive.

Throughout the year, the Board maintains a regular dialogue with shareholders, providing them with such information on the Company’s progress as is permitted within the guidelines of the AIM Rules, the Market Abuse Regulation and requirements of the relevant legislation.

The Chief Executive conducts frequent interviews which are published on the internet and on the Group’s website. Please see Podcasts in the Investors & Media section.

Twice yearly, at the time of announcing the Group’s interim and full-year results, the Chief Executive hosts an investor conference call on results, developments in the business and to receive feedback and suggestions from investors and analysts. The Board believes that the Annual Report and Accounts and the Interim Report published at the half-year play an important part in presenting all shareholders with an assessment of the Group’s position and prospects.

All financial reports (interims and full-year results) are published on the Group’s website. See Financials and Reports.

All press releases are published on a regulated news service and in the Media and RNS page of the Group’s website.

Contact details for the executive responsible for day-to-day management of shareholder interaction appear on all press releases and on the Contact Details page of this website.

Take into account wider stakeholder and social responsibilities and their implications for long-term success

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

Where matters that relate to the company’s impact on society, the communities within which it operates, or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

The Board recognises its prime responsibility under Jersey corporate law is to promote the success of the Company for the benefit of its members as a whole.

The Board understands that it has a responsibility towards employees, partners, customers and suppliers. Our corporate social responsibility approach continues to meet these expectations.

The Board also understands that leadership of a mining company entails responsibility to consider the social, environmental and economic impact of the business of the company at all times.

Regular engagement with representatives of the Ministry of Mines & Geology, the Ministry of Environment, local and regional elected leaders and with union representatives is conducted by the Chief Executive and the Group’s in-country Managing Director in Guinea. The result of this dialogue is provided to the Board at each scheduled Board meeting.

Embed effective risk management, considering both opportunities and threats, throughout the organisation

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

The Board has an established Audit Committee, a summary of which is set out on this Corporate Governance page above.

The Company receives feedback from its external auditors on the state of its internal controls.

As a small business operating in a single jurisdiction, The Republic of Guinea, the Company actively monitors operational risks by communication with the CEO weekly. Important developments are fed back to the board on an ad-hoc basis, expanded as necessary at future scheduled board meetings.

The Company also maintains a regular dialogue with its Nominated Advisor to the AIM Market and its solicitors in the UK and Jersey to ensure that the Company is compliant with existing and upcoming legislation.

Maintain the board as a well-functioning, balanced team led by the chair

The board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board. The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement. The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfil their roles.

The Board is comprised of a Non-Executive Chairman and one other Non-Executive Director.

The Company employs a Chief Executive who reports to the Board. The roles of the Chairman and Chief Executive are clearly separated.

The Chief Executive is responsible for the operational management of the business of the Group and for the implementation of strategy and policies as agreed by the Board.

The Chairman is responsible for the leadership and effective working of the Board, setting the Board agenda, ensuring that Directors receive accurate, timely and clear information and communication with shareholders. The directors, all of whom are non-executive, consider themselves to be independent of management and free to exercise independence of judgement. This Corporate Governance website page provides full disclosure on the Company’s corporate governance policy and processes, as well as a description of the roles of the Directors and the committees of the Board.

The Company disclosed on page 13 of the 2017 Annual Report the number of board meetings held during the year. The Company intends to describe the time commitment required from each of the directors to fulfil their duties and each directors' attendance at board meetings in future annual reports.

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.

As companies evolve, the mix of skills and experience required on the board will change and board composition will need to evolve to reflect this change.

Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. Full biographical details of all Directors are included within the Board of Directors page of this website, in the section and also in each Annual Report. (See Financials and Reports.)

As noted above, the Company has put in place an Audit Committee as well as Remuneration and Nomination Committees.

The responsibilities of each of these committees have been summarised within this Corporate Governance website page and the Terms of Reference adopted for each committee are available to view on this website page.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.

The Company has a policy of appraising Board performance and reviewing the composition of the Board and its operations annually.

The Company undertakes regular monitoring of personal and corporate performance using detailed financial reports and measurement against the achievement of strategic and business development objectives.

The Board considers the need for the periodic refreshing of its membership and the Board may utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning.

Promote a corporate culture that is based on ethical values and behaviours

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.

Bellzone has a strong ethical culture, which is promoted by the actions of the board and executive team.

The Group has an anti-bribery policy and has implemented adequate procedures described by the UK Bribery Act 2010.

The Group’s approach to environmental monitoring, Corporate Social Responsibility, including health & safety, local communities and staff policies is described in the Annual Report, the most recently published of which can be found in the Investors and Media page of this website. See pages 4, 6 and 7 of the 2017 Annual Report.

Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

  • size and complexity; and
  • capacity, appetite and tolerance for risk.

The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

Details of the Company’s corporate governance arrangements are provided within this Corporate Governance section of the website.

The Terms of Reference adopted for each committee, including the matters reserved for their decision, are available to view on this website page.

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:

  • the communication of shareholders’ views to the board; and
  • the shareholders’ understanding of the unique circumstances and constraints faced by the company.

It should be clear where these communication practices are described (annual report or website).

The Company encourages two-way communication with shareholders and responds quickly to all queries received.

The Board recognises the AGM as an important opportunity to meet private shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

Regular engagement with representatives of the Ministry of Mines & Geology, the Ministry of Environment, local and regional elected leaders and with union representatives is conducted by the Chief Executive and the Group’s in-country Managing Director in Guinea.

The results of the Company's most recent AGM were published on 31 July 2018. The Company intends to publish the full voting results, including the number of votes cast for, against or abstained, for future General Meetings on the same date each meeting is held.