The Company is continually developing appropriate corporate governance procedures relevant to the size and stage of its development. The following description of corporate governance procedures reflects the Company’s present policies in this area.
The Board of Directors
The Board of Directors comprises five members; one Executive Director and four Non-Executive Directors. Michael Masterman, Chief Executive, has a wealth of minerals exploration and development experience. Kevin Bailey, Non-Executive Director, has a wealth of experience in the finance services industry and corporate development. David Garland, Non-Executive Chairman, has a wealth of experience in both the minerals industry and in law. Sara Edmonson, Non-Executive Director, has a wealth of experience in the oil and gas industry and also within the Po Valley region. Chris Johannsen, Non-Executive Director, has a wealth of experience in banking and finance within the mining and metals industry. The structure of the Board ensures that no one individual or Group dominates the decision-making process.
The Board meets on a regular basis, providing effective leadership and overall management of the Group’s affairs through the schedule of matters reserved for its decision. This includes the approval of the Company’s forecast and budget, major capital expenditure, risk management policies and the approval of the financial statements. Formal agendas, papers and reports are sent to the Directors in a timely manner, prior to Board meetings. The Board delegates certain responsibilities to the Board committees which have clearly defined terms of reference.
The Remuneration Committee
The Remuneration Committee, comprises of the Non-Executive Directors Kevin Bailey and David Garland. The Remuneration Committee meets at least once a year and is responsible for making recommendations to the Board of Directors, on senior Executives’ remuneration. Non-Executive Directors’ remuneration and conditions of engagement were considered and agreed by the Board. Financial packages for Executive Directors are established by reference to prevailing market conditions and performance of each Executive Director.
The Directors acknowledge their responsibility for the Company’s system of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for external publication. Since the Company was formed, the Directors have been satisfied that, given the current size and activities of the Company, adequate internal controls have been established. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, in light of increased activity and further development of the Company, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.
The Company recognises its role as a mining and exploration company and is aware of the potential impact that its subsidiary company may have on the environment. The Company ensures that its subsidiary companies comply with the local regulatory requirements with regard to the environment.
Relations with Shareholders
The Board attaches great importance to maintaining good relationships with its shareholders. Extensive information about the Company’s activities is included in the Annual Report and accounts will be sent to all shareholders. Market sensitive information is regularly released to all shareholders concurrently in accordance with the AIM Rules for Companies. The AGM will provide an opportunity for all shareholders to communicate with and to question the Board on any aspect of the Group’s activities. The Company maintains a corporate website www.wresources.co.uk where information on the Company is regularly updated and all announcements are posted. The Company welcomes communication from both its private and institutional shareholders.