The Board of Directors supports high standards of corporate governance and the guidance set out in the UK Corporate Governance Code. As an AIM listed company, Asa Resource Group plc is not obliged to comply with The UK Corporate Governance Code published in September 2014 (the “Code”), but instead uses its provisions as a guide, only so far as is appropriate, having regard to the size and nature of the various companies making up Asa Resource Group plc.
The Board normally holds at least four board meetings per year and is responsible for formulating, reviewing and approving the group’s strategy, planning, budgets, major items of capital expenditure, acquisitions, risk, human resource and environmental management.
In its dealings with partners across Africa, the group helps to develop their management and corporate governance standards. As well as our international shareholder base, the introduction of local shareholders at a project level has been a significant component in developing and maintaining the social mandate across our portfolio.
The Board acknowledges that it is responsible for establishing and maintaining the Group’s system of internal controls and reviewing its effectiveness. The procedures that include, inter alia, financial, operational, health & safety, compliance matters and risk management are reviewed on an on-going basis.
The Group’s internal control procedures include the following:
- Board approval for all significant projects, including corporate transactions and major capital projects;
- The Board receives and reviews regular reports covering both the technical progress of projects and the Group’s financial affairs to facilitate its control;
- There is a comprehensive budgeting and planning system for all items of expenditure with an annual budget approved by the Board.
Risk assessment and evaluation is an integral part of the annual planning cycle:
- The Group has in place internal control and risk management systems in relation to the Group's financial reporting process and the Group's process for preparing consolidated accounts. These systems include policies and procedures to ensure that adequate accounting records are maintained and transactions are recorded accurately and fairly to permit the preparation of consolidated financial statements in accordance with IFRS;
- The internal control system can only provide reasonable and not absolute assurance against material misstatement or loss. The Board has considered the need for a separate internal audit function but, bearing in mind the present size and composition of the Group, and the internal audits within principal operating subsidiaries does not consider it necessary at the current time.
The Board has established committees for key areas of corporate governance: Audit, Nomination & Remuneration, Corporate Social Responsibility & Safety, Health & Environment Committees. The key responsibilities of the committees are:
The Audit Committee comprises non-executive directors only and is chaired by Olivier Barbeau and has three other members, Brian Hung, Dr Scott Morrison and Niall Henry. Meetings are aligned with the Group’s financial reporting calendar and the committee normally meets at least four times per annum. The Group Finance Director is invited to attend meetings of the committee and participate in matters relating to executive management. The external auditors are also invited to attend meetings as appropriate and without the presence of management at least annually.
- To review reports from management and the Group’s auditors relating to the Group’s Annual Report and Accounts and the interim results announcements. The Audit Committee advises the Board on whether the annual report and interim announcement are fair, balanced and understandable and provide the information necessary for the Group’s stakeholders to assess performance against the Group’s strategy. The Audit Committee discusses with the Group Chief Executive, Group Finance Director and its external auditors the significant accounting policies, estimates and judgments applied in preparing these reports.
- To review and ensure compliance with legal requirements, accounting standards and the AIM Rules and to ensure that effective systems of internal financial and non-financial controls (including for the management of risk and whistle-blowing) are maintained. However, the ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board of Directors;
- To keep under review the external auditors’ independence and to consider the nature, scope, and results of the auditor’s work and develop a policy on and review (reserving the right to approve) any non-audit services that are provided by the external auditors. Committees are also responsible for making recommendations to the Board of Directors on appointments and remuneration.
Nomination and Remuneration Committee
This chairman of this committee is a non-executive director, Brian Hung. Its other members are Dr Scott Morrison (Senior Independent Non-executive Director) and the Group Chairman David Murangari . The committee meets as required during the year. The role of the Nomination and Remuneration Committee is to recommend new appointments to the Board, based on the merits of the candidates and the relevance of their background and experience.
It also periodically reviews the structure, size and composition of the Board. The committee also reviews the performance of the executive directors and sets and reviews the scale, structure and basis of their remuneration (including bonus arrangements) and the terms of their service agreements, paying due regard to the interest of shareholders as a whole and the performance of the company. The committee normally meets at least twice a year.
Corporate Social Responsibility and Safety, Health & Environment Committee
The members of this committee are represented at group and operational levels:
- Toindepi Muganyi (Chief Operating Officer)
- Batirai Manhando (Chief Technical Officer)
Our social and environmental responsibilities are driven by its commitment to ensuring there are synergies among sustainable mining, sustainable communities and sustainable socio-economic investments.
There is a zero- harm policy with a total commitment to safety in the workplace. The Corporate Social Responsibility and Safety, Health & Environment Committee has been reconstituted with a renewed mandate to continuously reinforce the Group’s commitment to employees and their working environment. This committee reports directly to the Board of Directors and ensures procedures and processes are in place to safeguard employees and the communities we serve.
The committee has a responsibility to investigate the impact of the Group’s activities on the environment-and recommend improvements.
UK Bribery Act
Asa Resource has reviewed the appropriate policies and procedures to ensure compliance with the UK Bribery Act. The company continues to actively promote good practice throughout the Group and has initiated a rolling programme of anti-bribery and corruption training for all relevant employees in subsidiary companies.
The Board considers communications with shareholders and bondholders very important. The primary contact with shareholders, investors and analysts is through the Group Finance Director. Other Directors, however, regularly speak to investors and analysts during the year. Quarterly Operational Updates and press releases are issued throughout the year for the purpose of keeping investors informed about the Group’s progress. Dr Scott Morrison, Senior Independent Director, is available to shareholders who have questions of detail about Group operations.