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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
European Metals Holdings Limited | LSE:EMH | London | Ordinary Share | VGG3191T1021 | ORD NPV (DI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.75 | 22.50 | 23.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Miscellaneous Metal Ores,nec | 1.12M | -5.93M | -0.0286 | -7.95 | 47.17M |
TIDMEMH
RNS Number : 2238O
European Metals Holdings Limited
29 September 2023
For immediate release
29 September 2023
European Metals Holdings Limited
ANNUAL GOVERNANCE STATEMENT
European Metals Holdings Limited ( ASX & AIM: EMH, OTCQX: EMHXY, ERPNF and EMHLF ) ("European Metals" or the "Company") announces the Company's Corporate Governance Statement.
The Corporate Governance Statement has been released on the Australian Stock Exchange ("ASX") as required under the listing rules of the ASX.
CONTACT
For further information on this update or the Company generally, please visit our website at www.europeanmet.com or see full contact details at the end of this release.
WEBSITE
A copy of this announcement is available from the Company's website at www.europeanmet.com .
ENQUIRIES:
European Metals Holdings Limited Tel: +61 (0) 419 996 333 Keith Coughlan, Executive Chairman Email: keith@europeanmet.com Kiran Morzaria, Non-Executive Director Tel: +44 (0) 20 7440 0647 Shannon Robinson, Company Secretary Tel: +61 (0) 418 675 845 Email: shannon@europeanmet.com WH Ireland Ltd (Nomad & Joint Broker) James Joyce/ Darshan Patel/Isaac Tel: +44 (0) 20 7220 1666 Hooper (Corporate Finance) Harry Ansell (Broking) Panmure Gordon (UK) Limited (Joint Tel: +44 (0) 20 7886 2500 Broker) John Prior Hugh Rich James Sinclair Ford Harriette Johnson Blytheweigh (Financial PR) Tel: +44 (0) 20 7138 3222 Tim Blythe Megan Ray Chapter 1 Advisors (Financial PR - Aus) Tel: +61 (0) 433 112 936 David Tasker
The information contained within this announcement is considered to be inside information, for the purposes of Article 7 of EU Regulation 596/2014, prior to its release. The person who authorised for the release of this announcement on behalf of the Company was Keith Coughlan, Executive Chairman.
ASX CORPORATE GOVERNANCE STATEMENT
This Corporate Governance summary discloses the extent to which the Company followed the recommendations set by the ASX Corporate Governance Council in its publication 'Corporate Governance Principles and Recommendations (4(th) Edition)' (Recommendations) during the year ended 30 June 2023. The Recommendations are not mandatory; however, the Recommendations that will not be followed have been identified and reasons have been provided for not following them.
The Company's Corporate Governance Plan has been posted on the Company's website at https://www.europeanmet.com/corporate-governance/.
Principle 1: Lay solid foundations for management and oversight Recommendation 1.1 Complying The Company has adopted a A listed entity should have Board Charter. and disclose a board charter The Board Charter sets out setting out: the specific responsibilities (a) the respective roles of the Board, requirements and responsibilities of as to the Board's composition, its board and management; the roles and responsibilities and of the Chairman and Company (b) those matters expressly Secretary, the establishment, reserved to the board and operation and management of those delegated to management. Board Committees, directors' access to company records and information, details of the Board's relationship with management, details of the Board's performance review, and details of the Board's disclosure policy. A copy of the Company's Board Charter is stated in the Corporate Governance Plan, which is available on the Company's website. ---------- ------------------------------------ Recommendation 1.2 Complying (a) The Company has detailed A listed entity should: guidelines for the appointment (a) undertake appropriate and selection of the Board. checks before appointing The Company's Corporate Governance a director or senior executive Plan requires the Board to or putting someone forward undertake appropriate checks for election as a director; before appointing a person and or putting forward to security (b) provide security holders holders a candidate for election, with all material information as a director. in its possession relevant (b) Material information relevant to a decision on whether to any decision on whether or not to elect or re-elect or not to elect or re-elect a director. a director will be provided to security holders in the notice of meeting holding the resolution to elect or re-elect the director. ---------- ------------------------------------ Recommendation 1.3 Complying The Company's Corporate Governance A listed entity should have Plan requires the Board to a written agreement with ensure that each director each director and senior and senior executive is a executive setting out the party to a written agreement terms of their appointment. with the Company which sets out the terms of that director's or senior executive's appointment. ---------- ------------------------------------ Recommendation 1.4 Complying The Board Charter outlines The company secretary of the roles, responsibility, a listed entity should be and accountability of the accountable directly to Company Secretary. The Company the board, through the chair, Secretary is accountable directly on all matters to do with to the Board, through the the proper functioning of chair, on all matters to do the board. with the proper functioning of the Board. ---------- ------------------------------------ Recommendation 1.5 Partial The Company has adopted a A listed entity should: Diversity Policy in Schedule (a) have and disclose a 13 of the Corporate Governance diversity policy; Plan which is available on (b) through its board or the company website. a committee of the board The Diversity Policy states set measurable objectives that the Board is responsible for achieving gender diversity for setting measurable objectives in the composition of its for achieving gender diversity. board, senior executives, The Company has not fully and workforce generally; complied with Recommendation and 1.5 in that it has not set (c) disclose in relation measurable objectives for to each reporting period: achieving gender diversity. (i) the measurable objectives The Board monitors diversity set for that period to achieve across the Company and is gender diversity; satisfied with the current (ii) the entity's progress level of gender diversity towards achieving those achieved by the use of external objectives; and consultants. Due to the size (iii) either: of the Company and its small (A) the respective proportions number of employees, the of men and women on the Board does not consider it board, in senior executive appropriate to formally set positions and across the measurable objectives for whole workforce (including gender diversity at this
how the entity has defined time. "senior executive" for these There are currently no women purposes); or in senior executive positions (B) if the entity is a "relevant or on the Board, other than employer" under the Workplace the Company Secretary. Gender Equality Act, the The Company is not a "relevant entity's most recent "Gender employer" under the Workplace Equality Indicators", as Gender Equality Act 2012. defined in and published under that Act. Recommendation 1.6 Complying The Nomination Committee A listed entity should: is responsible for evaluating (a) have and disclose a the performance of the Board process for periodically and individual directors evaluating the performance on an annual basis in accordance of the board, its committees, with its charter. It may and individual directors; do so with the aid of an and independent advisor. The (b) disclose for each reporting Performance Evaluation Policy period whether a performance can be found in Schedule evaluation has been undertaken 7 of the Company's Corporate in accordance with that Governance Plan. process during or in respect The Board periodically discussed of that period. the performance and composition of the Board during the reporting period, considering issues or concerns as they arose. This ongoing process has remained in-house and informal through the year. A performance review of the Board, Directors and Committees was undertaken during the reporting period via a roundtable discussion. ------------ ------------------------------------------------ Recommendation 1.7 Complying (a) The Remuneration Committee A listed entity should: is responsible for evaluating (a) have and disclose a the performance of senior process for evaluating the executives. The Remuneration performance of its senior Committee is to arrange an executives at least once annual performance evaluation every reporting period; of the senior executives. and (b) The Company's Corporate (b) disclose for each reporting Governance Plan requires period whether a performance the Remuneration Committee evaluation has been undertaken to conduct annual performance in accordance with that of the senior executives. process during or in respect Schedule 7 'Performance Evaluation of that period. Policy' requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Chair and the Board periodically met with senior executives to discuss any issues or concerns as they arose. This ongoing process has remained in-house and informal through the year. ------------ ------------------------------------------------ Principle 2: Structure the board to be effective and add value Recommendation 2.1 Partial (a) The Company has a Nomination The board of a listed entity Committee comprising all should: members of the Board with (a) have a nomination committee Mr Morzaria being Chairman which: of the Committee. Only Ambassador (i) has at least three members, Bloomfield is considered a majority of whom are independent to be independent. directors; and The role and responsibilities (ii) is chaired by an independent of the Nomination Committee director, and Charter is outlined in and disclose: Schedule 4a of the Corporate (iii) the charter of the Governance Plan and Policies committee; available online on the Company's (iv) the members of the website. committee; and The Board devotes time at (v) as at the end of each board meetings to discuss reporting period, the number board succession issues. of times the committee met All members of the Board throughout the period and are involved in the Company's the individual attendances nomination process, to the of the members at those maximum extent permitted meetings; or under the Corporations Act (b) if it does not have and ASX Listing Rules. a nomination committee, The Board regularly updates disclose that fact and the the Company's board skills processes it employs to matrix (in accordance with address board succession recommendation 2.2) to assess issues and to ensure that the appropriate balance of the board has the appropriate skills, experience, independence, balance of skills, knowledge, and knowledge of the entity. experience, independence, and diversity to enable it to discharge its duties and responsibilities effectively. ------------ ------------------------------------------------ Recommendation 2.2 Complying Board Skills Number A listed entity should have Matrix of directors and disclose a board skills that meet matrix setting out the mix the skill of skills that the board Executive & Non- currently has or is looking Executive experience 4 to achieve in its membership. Industry experience & knowledge 4 Leadership 4 Corporate governance & risk management 4 Strategic thinking 4 Desired behavioural competencies 4 Geographic experience 4
Capital Markets experience 4 Subject matter expertise: - accounting 2 - capital management 4 - corporate financing 4 - industry taxation (1) 0 - risk management 4 - legal(2) 0 - IT expertise (2) 0 - HR and/or WHS expertise 4 - marketing 4 - environment and sustainability 4 - community relations 4 -------------- (1) Skill gap noticed however an external taxation firm is employed to maintain taxation requirements. (2) Skill gap noticed however external legal and IT firms are employed on an ad hoc basis to provide legal advice and maintain IT requirements. ------------ ------------------------------------------------ Recommendation 2.3 Complying (a) The Board Charter provides A listed entity should disclose: for the disclosure of the (a) the names of the directors names of directors considered considered by the board by the Board to be independent. to be independent directors; Only Ambassador Bloomfield (b) if a director has an is considered to be independent. interest, position, affiliation, The details of the directors or relationship of the type are disclosed in the Annual described in Box 2.3 but Report and Company website. the board is of the opinion (b) The Board Charter requires that it does not compromise directors to disclose their the independence of the interest, positions, associations, director, the nature of and relationships and requires the interest, position or that the independence of relationship in question directors be regularly assessed and an explanation of why by the Board in light of the board is of that opinion; the interests disclosed by and directors. Details of the (c) the length of service directors interests, positions of each director. associations and relationships are provided in the Annual Reports and Company website. (c) The Board Charter provides for the determination of the directors' terms and requires the length of service of each director to be disclosed. The length of service of each director is provided in the Annual Reports and Company website. ------------ ------------------------------------------------ Recommendation 2.4 Partial Given the Company's present A majority of the board size and scope it is currently of a listed entity should not Company policy to have be independent directors. a majority of Independent directors. At this time Ambassador Bloomfield is considered to be independent. Details of each director's independence are provided in the Annual Reports and Company website. ------------ ------------------------------------------------ Recommendation 2.5 Partial The Board Charter provides The chair of the board of that where possible, the a listed entity should be Chairman of the Board should an independent director be an independent director and, in particular, should and not be the same person not be the same person as as the MD of the Company. the CEO of the entity. Mr Keith Coughlan serves as the Executive Chairman of the Board, a role deemed beneficial by the Board due to the Company's current stage of development. As the Company grows in size and complexity, the Board will contemplate the appointment of an independent chair. ------------ ------------------------------------------------ Recommendation 2.6 Complying The Board Charter states A listed entity should have that a specific responsibility a program for inducting of the Board is to procure new directors and for periodically appropriate professional reviewing whether there development opportunities is a need for existing directors for directors. The Board to undertake professional is responsible for the approval development to maintain and review of induction and the skills and knowledge continuing professional development needed to perform their programs and procedures for role as directors effectively. directors to ensure that they can effectively discharge their responsibilities. ------------ ------------------------------------------------ Principle 3: Instil a culture of acting lawfully, ethically, and responsibly Recommendation 3.1 Complying The Company has formulated A listed entity should articulate Core Values that are included and disclose its values. in the Board Charter outlined in the Corporate Governance Plan available on the Company's website.
------------ ------------------------------------------------ Recommendation 3.2 Complying (a) The Corporate Code of A listed entity should: Conduct applies to the Company's (a) have and disclose a directors, senior executives code of conduct for its and employees and is in Schedule directors, senior executives, 2 of the Corporate Governance and employees; and Plan which is on the Company's (b) ensure that the board website. or a committee of the board (b) The Code of Conduct states is informed of any material that any material breaches breaches of that code. are to be reported to the Board. ------------ ------------------------------------------------ Recommendation 3.3 Complying The Company has a Whistleblower A listed entity should: Policy available on the corporate (a) have and disclose a governance page of its website whistleblower policy; and Outlining who is entitled (b) ensure that the board to protection as a whistleblower or a committee of the board and what that protection is informed of any material entails, and how disclosures incidents reported under are made by whistleblowers that policy. are dealt with by the Company. ------------ ------------------------------------------------ Recommendation 3.4 Complying The Company has an Anti-Bribery A listed entity should: and Anti-Corruption Policy (a) have and disclose an in Schedule 15 of the Corporate anti-bribery and corruption Governance Plan which is policy; and on the Company's website. (b) ensure that the board The policy sets out the conduct or committee of the board expected by the Company to is informed of any material minimize the risk of bribery breaches of that policy. or corruption occurring in connection with its operations and activities, as well as providing guidance on how to deal with instances of bribery or corruption. ------------ ------------------------------------------------ Principle 4: Safeguard the integrity of corporate reports Recommendation 4.1 Partial (a) The Company has a combined The board of a listed entity Audit and Risk Committee should: comprising of two members (a) have an audit committee being Ambassador Bloomfield which: (Chairman) and Mr Morzaria. (i) has at least three members, Ambassador Bloomfield are all of whom are non-executive considered to be independent directors and a majority and is not chair of the Board. of whom are independent The Audit and Risk Committee directors; and Charter is outlined in Schedule (ii) is chaired by an independent 3 of the Corporate Governance director, who is not the Plan available on the Company's chair of the board, website. The qualifications, and disclose: experience, and attendance (iii) the charter of the of the members of the Audit committee; and Risk Committee are disclosed (iv) the relevant qualifications in the Company's Directors' and experience of the members Report (contained in the of the committee; and 2023 Annual Report). (v) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. ------------ ------------------------------------------------ Recommendation 4.2 Complying The Company's Audit and Risk The board of a listed entity Committee Charter states should, before it approves that a duty and responsibility the entity's financial statements of the Committee is to ensure for a financial period, that before the Board approves receive from its CEO and the entity's financial statements CFO a declaration that, for a financial period, the in their opinion, the financial CEO and CFO have declared records of the entity have that in their opinion the been properly maintained financial records of the and that the financial statements entity have been properly comply with the appropriate maintained and that the financial accounting standards and statements comply with the give a true and fair view appropriate accounting standards of the financial position and give a true and fair and performance of the entity view of the financial position and that the opinion has and performance of the entity been formed on the basis and that the opinion has of a sound system of risk been formed on the basis management and internal of a sound system of risk control which is operating management and internal control effectively. which is operating effectively. ------------ ------------------------------------------------ Recommendation 4.3 Complying The Company provides interim A listed entity should disclose (currently quarterly) updates its process to verify the of the Company's progress integrity of any periodic across all areas of the business, corporate report it releases including select financial to the market that is not information. The Executive audited or reviewed by an Chairman is responsible for external auditor. all such updates, which are reviewed by the Board. Individual components are also reviewed by senior management with responsibility for the specific component subject matter. The financial information is compiled by the Chief Financial Officer in accordance with generally accepted accounting practices. ------------ ------------------------------------------------ Principle 5: Make timely and balanced disclosure Recommendation 5.1 Complying The Board Charter provides A listed entity should have details of the Company's
and disclose a written policy disclosure policy. In addition, for complying with its continuous Schedule 6 of the Corporate disclosure obligations under Governance Plan is entitled listing rule 3.1. 'Continuous Disclosure Policy' and details the Company's disclosure requirements as required by the ASX Listing Rules and other relevant legislation. The Board Charter and Continuous Disclosure Policy are in the Corporate Governance Plan available on the Company website. ------------ ---------------------------------------------- Recommendation 5.2 Complying The Company has established A listed entity should ensure a Continuous Disclosure Policy that its board receives which is included in the copies of all material market Corporate Governance Plan announcements promptly after on the Company's website. they have been made. This policy states that all material market announcements are promptly provided to directors. ------------ ---------------------------------------------- Recommendation 5.3 Complying The Company has established A listed entity that gives a Continuous Disclosure Policy a new and substantive investor which is included in the or analyst presentation Corporate Governance Plan should release a copy of on the Company's website. the presentation materials This policy requires new on the ASX Market Announcements investor presentations to Platform ahead of the presentation. be released to the market ahead of the presentation. ------------ ---------------------------------------------- Principle 6: Respect the rights of security holders Recommendation 6.1 Complying The Company's website, www.europeanmet.com, A listed entity should provide provides information about information about itself the Company, its projects, and its governance to investors its Board and management via its website. and governance. ------------ ---------------------------------------------- Recommendation 6.2 Complying The Company has adopted a A listed entity should have Shareholder Communications an investor relations program Strategy which aims to promote that facilitates effective and facilitate effective two-way communication with two-way communication with investors. investors. The Shareholder Communications Strategy outlines a range of ways in which information is communicated to shareholders. The Shareholder Communications Policy can be found in Schedule 10 of the Corporate Governance Plan which is available on the Company website. ------------ ---------------------------------------------- Recommendation 6.3 Complying The Company has a Shareholder A listed entity should disclose Communications Policy, which how it facilitates and encourages is included in the Corporate participation at meetings Governance Plan on the Company's of security holders. website. The Policy specifically encourages full participation of shareholders at General Meetings to ensure a high level of accountability and identification with the Company's strategy and goals and outlines the various ways in which the Company communicates with shareholders. ------------ ---------------------------------------------- Recommendation 6.4 Complying In accordance with ASX guidance, A listed entity should ensure all Listing Rule resolutions that all substantive resolutions and all substantive resolutions at a meeting of security are decided by a poll rather holders are decided by a than by a show of hands. poll rather than by a show of hands. ------------ ---------------------------------------------- Recommendation 6.5 Complying Security holders can register A listed entity should give with the Company to receive security holders the option email notifications when to receive communications an announcement is made by from, and send communications the Company to the ASX. to, the entity and its security Shareholder's queries should registry electronically. be referred to the Company Secretary at first instance. ------------ ---------------------------------------------- Principle 7: Recognise and manage risk Recommendation 7.1 Partial (a) The Company has a combined The board of a listed entity Audit and Risk Committee should: comprising of two members (a) have a committee or being Ambassador Bloomfield committees to oversee risk, (Chairman) and Mr. Morzaria. each of which: Ambassador Bloomfield are (i) has at least three members, considered to be independent a majority of whom are independent directors. directors; and The Audit and Risk Committee (ii) is chaired by an independent Charter is outlined in Schedule director, 3 of the Corporate Governance and disclose: Plan available on the Company's (iii) the charter of the website. The qualifications, committee; experience, and attendance (iv) the members of the of the members of the Audit committee; and and Risk Committee are disclosed (v) as at the end of each in the Company's Directors' reporting period, the number Report (contained in the of times the committee met 2023 Annual Report). throughout the period and The Board devotes time at the individual attendances board meetings to fulfilling
of the members at those the roles and responsibilities meetings; or associated with overseeing (b) if it does not have risk and maintaining the a risk committee or committees entity's risk management that satisfy (a) above, framework and associated disclose that fact and the internal compliance and control processes it employs for procedures. overseeing the entity's risk management framework. ------------ ---------------------------------------------- Recommendation 7.2 Complying (a) The Company process for The board or a committee risk management and internal of the board should: compliance includes a requirement (a) review the entity's to identify and measure risk, risk management framework monitor the environment for at least annually to satisfy emerging factors and trends itself that it continues that affect these risks, to be sound, and that the formulate risk management entity is operating with strategies, and monitor the due regard to the risk appetite performance of risk management set by the board; and systems. Schedule 8 of the (b) disclose, in relation Corporate Governance Plan to each reporting period, is entitled 'Risk Management whether such a review has Policy' and details the Company's taken place. disclosure requirements with respect to the risk management review procedure and internal compliance and controls. (b) The Board regularlys reviews the Company's risk profile at its Board meetings and a risk management culture is encouraged amongst employees and contractors. ------------ ---------------------------------------------- Recommendation 7.3 Complying (a) The Company does not A listed entity should disclose: have an internal audit function. (a) if it has an internal (b) The Audit and Risk Committee audit function, how the Charter, Schedule 3 of the function is structured and Company's Corporate Governance what role it performs; or Plan, delegates the responsibility (b) if it does not have for undertaking and assessing an internal audit function, risk management and internal that fact and the processes control effectiveness to it employs for evaluating the Audit and Risk Committee. and continually improving the effectiveness of its governance, risk management and internal control processes. ------------ ---------------------------------------------- Recommendation 7.4 Complying The Audit and Risk Committee A listed entity should disclose Charter details the Company's whether it has any material risk management systems which exposure to environmental assist in identifying and or social risks and, if managing potential or apparent it does, how it manages environmental and social or intends to manage those sustainability risks (if risks. appropriate). Review of the Company's risk management framework is conducted at least annually, and reports are continually created by management on the efficiency and effectiveness of the Company's risk management framework and associated internal compliance and control procedures. ------------ ---------------------------------------------- Principle 8: Remunerate fairly and responsibly Recommendation 8.1 Part Complying (a) The Company's Remuneration The board of a listed entity Committee comprises two members should: being Mr Morzaria (Chairman) (a) have a remuneration and Ambassador Bloomfield. committee which: Ambassador Bloomfield is (i) has at least three members, considered to be an independent a majority of whom are independent director. directors; and The role and responsibilities (ii) is chaired by an independent of the Remuneration Committee director, and Charter is outlined in and disclose: Schedule 4b of the Corporate (iii) the charter of the Governance Plan available committee; on the Company's website. (iv) the members of the The qualifications, experience, committee; and and attendance of the members (v) as at the end of each of the Remuneration Committee reporting period, the number are disclosed in the Company's of times the committee met Directors' Report (contained throughout the period and in the 2023 Annual Report). the individual attendances The Board devote time at of the members at those annual board meetings to meetings; or fulfilling the roles and (b) if it does not have responsibilities associated a remuneration committee, with setting the level and disclose that fact and the composition of remuneration processes it employs for for directors and senior setting the level and composition executives and ensuring that of remuneration for directors such remuneration is appropriate and senior executives and and not excessive. ensuring that such remuneration is appropriate and not excessive. ----------------- --------------------------------------- Recommendation 8.2 Complying Details of the Company's A listed entity should separately policies and practices regarding disclose its policies and the remuneration of directors practices regarding the and other senior management remuneration of non-executive is set out in the Remuneration directors and the remuneration Report as disclosed in the of executive directors and Company's Directors' Report other senior executives. (contained in the 2023 Annual Report). ----------------- ---------------------------------------
Recommendation 8.3 Complying (a) The Company's Remuneration A listed entity which has Committee Charter states an equity-based remuneration that the Committee is required scheme should: to review, manage, and disclose (a) have a policy on whether the policy (if any) on whether participants are permitted participants are permitted to enter into transactions to enter into transactions (whether through the use (whether through the use of derivatives or otherwise) of derivatives or otherwise) which limit the economic which limit the economic risk of participating in risk of participating in the scheme; and the scheme. The Board must (b) disclose that policy review and approve any equity-based or a summary of it. plans. (b) A copy of the Company's Corporate Governance Plan which includes the Remuneration Committee Charter is available on the Company's website. ----------------- ----------------------------------------- Principle 9: Additional recommendations that apply only in certain cases Recommendation 9.1 N/A N/A A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. ----------------- ----------------------------------------- Recommendation 9.2 Complying The Company is a public company, A listed entity established incorporated in the British outside Australia should Virgin Islands and registered ensure that meetings of in Australia. Security holder security holders are held meetings are held in Australia at a reasonable place and during normal business hours. time. ----------------- ----------------------------------------- Recommendation 9.3 Complying The Company is a public company, A listed entity established incorporated in the British outside Australia, and an Virgin Islands and registered externally managed listed in Australia. The Company entity that has an AGM, takes all reasonable steps should ensure that its external to ensure the external auditor auditor attends its AGM is represented at each annual and is available to answer general meeting to answer questions from security questions concerning the holders relevant to the conduct of the audit, the audit. preparation and content of the auditor's report, accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit ----------------- -----------------------------------------
QCA CORPORATE GOVERNANCE REPORT
The following sets out the Company's Corporate Governance Report in accordance with the AIM Rules for Companies, a copy of which is also available from the Company's website at:
https://www.europeanmet.com/aim-rule-26/
INTRODUCTION
In April 2018, the Quoted Companies Alliance (QCA) published an updated version of its Code which provides UK small and mid-sized companies such as European Metals Limited with a corporate governance framework that is appropriate for a Company of our size and nature. The Board considers the principles and recommendations contained in the QCA Code are appropriate and have therefore chosen to apply the QCA Code.
The updated 2018 QCA Code has 10 principles that should be applied. Each principle is listed below together with an explanation of how the Company applies or otherwise departs from each of the principles.
PRINCIPLE ONE
Business Model and Strategy
Geomet s.r.o. controls the mineral exploration licenses awarded by the Czech State over the Cinovec Lithium Project. Geomet s.r.o. is owned 49% by European Metals and 51% by CEZ a.s. through its wholly owned subsidiary, SDAS. Cinovec hosts a globally significant hard rock lithium deposit with a total Indicated Mineral Resource of 360.2Mt at 0.44% Li(2) O and 0.05% Sn and an Inferred Mineral Resource of 294.7Mt at 0.39% Li(2) O and 0.05% Sn containing a combined 7.39 million tonnes Lithium Carbonate Equivalent and 335.1kt of tin reported 13 October 2021. An initial Probable Ore Reserve of 34.5Mt at 0.65% Li(2) O and 0.09% Sn reported 4 July 2017 has been declared to cover the first 20 years mining at an output of 22,500tpa of lithium carbonate reported 11 July 2018.
On 19 January 2022, EMH provided an update to the 2019 PFS Update, conducted by specialist independent consultants, which indicates a post-tax NPV of USD1.938B and a post-tax IRR of 36.3% and confirmed that the Cinovec Project is a potential low operating cost producer of battery-grade lithium hydroxide or battery grade lithium carbonate as markets demand. It confirmed the deposit is amenable to bulk underground mining . Metallurgical test-work has produced both battery grade lithium hydroxide and battery grade lithium carbonate in addition to high-grade tin concentrate at excellent recoveries. Cinovec is centrally located for European end-users and is well serviced by infrastructure, with a sealed road adjacent to the deposit, rail lines located 5 km north and 8 km south of the deposit and an active 22 kV transmission line running to the historic mine. As the deposit lies in an active mining region, it has strong community support.
The quantity of these resources directly attributable to the Company is equivalent to the 49% shareholding the Company has in Geomet s.r.o.
This makes Cinovec the largest hard rock lithium deposit in Europe, the fourth largest non-brine deposit in the world and a globally significant tin resource.
The deposit has previously had over 400,000 tonnes of ore mined as a trial sub-level open stope underground mining operation.
PRINCIPLE TWO
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company's Annual General Meeting. Investors also have access to current information on the Company though its website, www.europeanmet.com, and via Keith Coughlan, Executive Chairman, who is available to answer investor relations enquiries.
The Company has adopted a Shareholder Communications Policy which aims to promote and facilitate effective two-way communication with investors. The Shareholder Communications Strategy outlines a range of ways in which information is communicated to shareholders.
The Shareholder Communications Policy can be found in Schedule 10 of the Board Charter, which is available on the Company website, www.europeanmet.com/corporate-governance .
PRINCIPLE THREE
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Company is reliant upon the efforts of the employees of the Company and its contractors, suppliers, regulators, and other stakeholders.
The Company has close ongoing relationships with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the Company.
PRINCIPLE FOUR
Risk Management
The Board has established an Audit and Risk Committee which, at 30 June 2023, was comprised of directors Ambassador Lincoln Bloomfield (Chairman) and Mr Kiran Morzaria. The role and responsibilities of the Audit and Risk Committee are outlined in Schedule 3 of the Company's Corporate Governance Plan available online on the Company's website, www.europeanmet.com/corporate-governance .
The Board devotes time at board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity's risk management framework and associated internal compliance and control procedures.
The Company process for risk management and internal compliance includes a requirement to identify and measure risk, monitor the environment for emerging factors and trends that affect these risks, formulate risk management strategies, and monitor the performance of risk management systems. Schedule 8 of the Corporate Governance Plan is entitled 'Risk Management Policy' and details the Company's disclosure requirements with respect to the risk management review procedure and internal compliance and controls.
The Board Charter requires the Board to disclose the number of times the Board met throughout the relevant reporting period, and the individual attendances of the members at those meetings. Details of the meetings will be provided in the Company's Annual Report.
PRINCIPLE FIVE
A Well Functioning Board of Directors
The Board currently comprises of 4 members: 2 Executive members (the Executive Chairman, Keith Coughlan and Executive Director, Richard Pavlik) and 2 Non-Executive members (Kiran Morzaria and Ambassador Lincoln Bloomfield). Biographical details of the current directors are set out within Principle Six below. Pursuant to Article 8.5 of the Company's Articles of Association, at each annual general meeting one third of the directors (or, if their number is not a multiple of three, the number nearest to but nor more than one-third shall retire from office by rotation. A retiring director shall be eligible for re-election. All the executive directors are full time, and the non-executive directors are considered to be part time but are expected to provide as much time to the Company as is required.
All letters of appointment of directors are available for inspection at the Company's registered office during normal business hours. The Board elects a Chairman to chair every meeting.
The Board holds formal meetings periodically as issues arise and require more details. The directors are in contact and discuss all necessary issues on a regular basis and to ensure that the non-executive directors while not involved in the day to day running of the Company are still kept up to date on a regular basis.
The Company has established an Audit and Risk Committee, a Remuneration Committee, a Nomination Committee, and an Environment, Social and Governance Committee, particulars of which are set out in Principle Nine below.
The QCA recommends a balance between executive and non-executive directors and recommends that there be two independent non-executives. The Board Charter provides for the disclosure of the names of directors considered by the Board to be independent.
Following the appointment of Ambassador Bloomfield as a Non-Executive Director on 3 January 2021, the Board is comprised of 2 Executive members and 2 Non-Executive members.
Mr Morzaria is a Board nominee of Cadence Minerals Plc (previously named Rare Earth Minerals Plc), which owns 11,968,504 CDIs in the Company as at 30 June 2023. Mr Morzaria is also a director and chief executive of Cadence Minerals Plc. On this basis, Mr Morzaria is not an independent Non-executive Director. However, the Board believes that Mr Morzaria is a relevantly qualified professional with an understanding of what is expected of a Non-Executive Director and will discharge his duties as a Non-Executive Director in an effective and appropriate manner on behalf of shareholders as a whole. Board composition will, however, remain under review.
The details of the directors are disclosed in the Annual Report and Company website, www.europeanmet.com/directors-and-senior-management .
The Board Charter requires directors to disclose their interest, positions, associations, and relationships and requires that the independence of directors is regularly assessed by the Board in light of the interests disclosed by directors. Details of the director's interests, positions, associations and relationships are provided in the Annual Reports and Company website, www.europeanmet.com/directors-and-senior-management .
The Board Charter provides for the determination of the directors' terms and requires the length of service of each director to be disclosed. The length of service of each director is provided in the Annual Reports and Company website, www.europeanmet.com/directors-and-senior-management . The Corporate Code of Conduct, which applies to the Company's directors, senior executives and employees is in Schedule 2 of the Corporate Governance Plan which is on the Company's website, www.europeanmet.com/corporate-governance .
PRINCIPLE SIX
Appropriate Skills and Experience of the Directors
The Company believes the current balance of skills in the Board as a whole, reflects a very broad range of commercial and professional skills across geographies and industries, and each of the directors has experience in public markets. An assessment of the Board's skills and expertise is also set out in the Corporate Governance Report included in the Company's Annual Report, and which is available on the Company's website, https://www.europeanmet.com/shareholdercentre-reports.
The Board shall review annually the appropriateness and opportunity for continuing professional development whether formal or informal.
Profiles of the directors are set out below:
Mr Keith Coughlan - Executive Chairman
Mr Coughlan has almost 30 years' experience in stockbroking and funds management. He has been largely involved in the funding and promoting of resource companies listed on ASX, AIM and TSX. He has advised various companies on the identification and acquisition of resource projects and was previously employed by one of Australia's then largest funds management organizations. Mr Coughlan is currently Non-executive Chairman of Doriemus plc (ASX).
Mr Coughlan is currently a member of the Nomination Committee and the Environment, Social and Governance Committee .
Mr Richard Pavlik - Executive Director
Mr Pavlik is the Chief Advisor to the CEO of Geomet s.r.o., and is a highly experienced Czech mining executive. Mr Pavlik holds a Masters Degree in Mining Engineering from the Technical University of Ostrava in Czech Republic. He is the former Chief Project Manager and Advisor to the Chief Executive Officer at OKD. OKD has been a major coal producer in the Czech Republic. He has almost 30 years of relevant industry experience in the Czech Republic. Mr Pavlik also has experience as a Project Analyst at Normandy Capital in Sydney as part of a postgraduate program from Swinburne University. Mr Pavlik has held previous senior positions within OKD and New World Resources as Chief Engineer, and as Head of Surveying and Geology. He has also served as the Head of the Supervisory Board of NWR Karbonia, a Polish subsidiary of New World Resources (UK) Limited. He has an intimate knowledge of mining in the Czech Republic.
Mr Pavlik is currently a member of the Nomination Committee and the Environment, Social and Governance Committee .
Mr Kiran Morzaria - Non-executive Director
Mr Morzaria has extensive experience in the mineral resource industry working in both operational and management roles. He spent the first four years of his career in exploration, mining, and civil engineering before obtaining his MBA. Mr Morzaria has served as a director of a number of public companies in both an executive and non-executive capacity.
Mr Morzaria is currently a member of the Audit and Risk Committee and the Environment, Social and Governance Committee .
Mr Morzaria is currently Chairman of the Remuneration Committee and the Nomination Committee.
Ambassador Lincoln Bloomfield - Non-executive Director
Ambassador Bloomfield is based in Washington, DC, and brings governance and regulatory experience, years of international diplomacy and security expertise to the EMH Board, along with a North American presence while his private sector experience is centred on sustainability, resilience, and renewable energy.
Ambassador - Bloomfield is currently a member of the Remuneration Committee and the Nomination Committee.
Ambassador Bloomfield is currently Chairman of the Audit and Risk Committee and the Environment, Social and Governance Committee .
PRINCIPLE SEVEN
Evaluation of Board Performance
The Board is responsible for evaluating the performance of the Board and individual directors on an annual basis. It may do so with the aid of an independent advisor. The process for this can be found in Schedule 7 of the Company's Corporate Governance Plan which requires the Board to disclose whether or not performance evaluations were conducted during the relevant reporting period.
Due to the size of the Board and the nature of the business, it has not been deemed necessary to institute a formal documented performance review program of individuals. However, the Chairman intends to conduct formal reviews each financial year whereby the performance of the Board as a whole and the individual contributions of each director are disclosed. The Board considers that at this stage of the Company's development an informal process is appropriate.
The review will help determine whether the Board's performance is appropriate and efficient with respect to the Board Charter.
The Board regularly reviews its skill base and whether it remains appropriate for the Company's operational, legal, and financial requirements. New directors are obliged to participate in the Company's induction process, which provides a comprehensive understanding of the Company, its objectives, and the market in which the Company operates.
Directors are encouraged to avail themselves of resources required to fulfil the performance of their duties.
PRINCIPLE EIGHT
Corporate Culture
The Corporate Code of Conduct applies to the Company's directors, senior executives, and employees.
The purpose of the Corporate Code of Conduct is to provide a framework for decisions and actions in relation to ethical conduct in employment. It underpins the Company's commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients, and stakeholders. The document sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behaviour expected from employees.
The directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for directors' and employees' dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the Market Abuse Regulation which came into effect in 2016.
PRINCIPLE NINE
Maintenance of Governance Structures and Processes
The QCA Code recommends that the Company maintain governance structures and processes in line with its culture and appropriate to its size and complexity.
Ultimate authority for all aspects of the Company's activities rests with the Board, the respective responsibilities of the Chairman and Chief Executive Officer arising as a consequence of delegation by the Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The Chairman is responsible for the effectiveness of the Board, while management of the Company's business and primary contact with shareholders has been delegated by the Board to the Managing Director. As the Company does not currently have a Managing Director, Mr Keith Coughlan, in his role as Executive Chairman, is responsible for the management of the Company's business and primary contact with shareholders.
The Board has established the following committees.
Audit and Risk Committee
The Board has established an Audit and Risk Committee which, at 30 June 2023, was comprised of directors Ambassador Lincoln Bloomfield (Chairman) and Mr Kiran Morzaria. The role and responsibilities of the Audit and Risk Committee are outlined in Schedule 3 of the Company's Corporate Governance Plan available online on the Company's website, www.europeanmet.com/corporate-governance .
This committee has primary responsibility for monitoring the Financial Reporting function and internal controls in order to ensure that the financial performance of the Company is properly measured and reported. The committee receives the financial reports from the executive management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit and Risk Committee shall meet at least each financial quarter and it has unrestricted access to the Company's auditors.
Remuneration Committee
The Board has established a Remuneration Committee which, at 30 June 2023, was comprised of directors Mr Kiran Morzaria (Chairman) and Ambassador Lincoln Bloomfield. The role and responsibilities of the Remuneration Committee are outlined in Schedule 4b of the Company's Corporate Governance Plan available online on the Company's website, www.europeanmet.com/corporate-governance .
The Remuneration Committee reviews the performance of the executive directors and employees and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also considers and approves the granting of share options pursuant to the share option plan and the award of shares in lieu of bonuses pursuant to the Company's Remuneration Policy.
Nomination Committee
The Board has established a Nomination Committee which, at 30 June 2023 was comprised of Mr Kiran Morzaria (Chairman), Mr Keith Coughlan, Mr Richard Pavlik and Ambassador Lincoln Bloomfield, being all the directors. The role and responsibilities of the Nomination Committee are outlined in Schedule 4a of the Company's Corporate Governance Plan available online on the Company's website, www.europeanmet.com/corporate-governance .
Environment, Social and Governance Committee
The Board has established an Environment, Social and Governance Committee which, at 30 June 2023, was comprised of Ambassador Lincoln Bloomfield (Chairman), Mr Keith Coughlan, Mr Richard Pavlik and Mr Kiran Morzaria, being all the directors. The role and responsibilities of the Environment, Social and Governance Committee and Charter are set out in Schedule 5 of the Company's Corporate Governance Plan available online on the Company's website, www.europeanmet.com/corporate-governance .
PRINCIPLE TEN
Shareholder Communication
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company's Annual General Meeting.
Investors also have access to current information on the Company through its website, www.europeanmet.com, and via Keith Coughlan, Executive Chairman, who is available to answer investor relations enquiries.
The Company shall include, when relevant, in its annual report, any matters of note arising from the audit or remuneration committees.
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