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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

The Directors recognise the importance of sound corporate governance and are committed to maintaining high standards of corporate governance. Whilst at this stage of the Company’s development the Directors consider that full compliance with the Combined Code would be too onerous, the Directors do intend to comply with the provisions of such Code (or the code promulgated by the Quoted Companies Alliance) insofar as it is appropriate and practicable for a company of its size and nature. The Board includes Richard Latham as the non-executive Chairman and Randal MacDonnell as non-executive Directors at the date of this document.

Audit, remuneration and nomination committees have been established. The audit committee will comprise of the non-executive Directors, Randal MacDonnell and Richard Latham and will be chaired by Randal MacDonnell. The remuneration and nomination committees will comprise of the non-executive Directors, Randal MacDonnell and Richard Latham and will be chaired by Richard Latham. The role of the remuneration committee will be to review the performance of the executive Directors and other senior executives and to set the scale and structure of their remuneration, including bonus arrangements, with due regard to the interests of Shareholders. The remuneration committee will administer and establish performance targets for share incentive schemes and determine the allocation of share incentives to employees as and when such initiatives are adopted. In exercising this role, the terms of reference of the remuneration committee will require it to comply, so far as practicable given the current composition of the Board, with the Code of Best Practice published in the Combined Code.

The audit committee will be responsible for making recommendations to the Board on the appointment of the auditors and the audit fee and will review reports from management and the Company’s auditors on the financial accounts and internal control systems used throughout the Company.

The nomination committee has responsibility for proposing to the Board, in the first instance, any new appointment of both executive and non-executive Directors.

The Board has adopted a code of dealings in the Ordinary Shares, which is derived from the Model Code for Directors’ Dealings contained in the Listing Rules of the UK Listing Authority. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Directors and senior employees.

David Nel has responsibility for implementing a policy for health and safety and environmental issues at the Elitheni level following Admission.

Group financial control

The Group’s finance function will be headed by the Finance Director. The key financial controls employed by the Group are summarised below:

  • The individual budgets and business plans for each project are consolidated to produce a Group budget and business plan which is approved by the Board. The performance of each asset against the budget and other key performance measures will be monitored on a monthly basis through monthly management accounts and significant variances against budget will be investigated and appropriate measures taken where necessary;
  • All material capital expenditure items will be approved at Board level;
  • The Board meets at least every three months to review the financial performance of the Group. The Executive Directors will review performance on a monthly basis and address operational and strategic issues as required; and
  • Appropriate levels of delegated authority are in place within the Group appropriate levels of delegated authority covering the key areas of the Group’s operations.

The Group does not currently operate an internal audit function as the Directors do not believe that, given the current size and complexity of the Group, the cost would deliver appropriate benefits.

A qualified Financial Controller, who is responsible for preparing Elitheni’s monthly management accounts and forecasts, is based in the offices of Elitheni and reports directly to the COO, the CEO and the Financial Director.