Corporate Governance

 
 

Armadale Capital PLC has decided to apply the Quoted Company Alliance’s (“QCA”) Corporate Governance Code for Small and Mid-Size Quoted Companies 2018 (“QCA Code”).

The board of the Company is responsible for the strategy of the Company. The board has developed a strategy that is designed to promote long-term shareholder value. The strategy of the Company is set out at: http://armadalecapitalplc.com/strategy.

2 Seek to understand and meet shareholder needs and expectations

The board and advisors to the Company constantly seek to meet shareholder’s needs and expectations. The Company provides information about the Company’s activities on its website, in particular for a reference to published material of the Company - please see: http://armadalecapitalplc.com/key-corporate-documents

For results of shareholder voting - please see: http://armadalecapitalplc.com/news

The point of contact for shareholders provided at: http://armadalecapitalplc.com/contact-us

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

Ensuring that suppliers are available and meeting commitments and good communication with staff is a key requirement for high levels of engagement this is done by periodic and ad-hoc briefings and discussions. Reasons to engage shareholders are to meet regulatory requirements and understand shareholder sentiments on the business, its prospects and performance of management. This is done by regulatory news releases, keeping the investor relations section of the website up to date, annual and half-year reports and presentations and AGM. Our activities impact communities in the places where we operate and elsewhere. We engage communities with employment / business development arrangements within guidelines.

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

The board regularly discusses, assesses and implements controls around keys risks that exist in the Company’s business.

The board has identified the following key risks at a corporate level:

• Strategy

• Financial

• Staff

• Environment

• Investment community

The board participates in all regulatory requirements for auditing the Company’s activities and, as part of that process, specific financial risks are evaluated in detail including in relation to capital requirements and cash flow analysis.

The Board has also considered the guidance issued by the Institute of Chartered Accountants in England and Wales (commonly known as the Turnbull Report) concerning the internal requirements of the Combined Code. The Board intends regularly to review key business as well as financial risks facing the Group in the operation of its business.

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

The members of the board have a collective responsibility and obligation to promote the interests of the Company and are collectively responsible for defining corporate governance arrangements. Due to its current size, the Company has elected to have two board members at this time. As a result, the board has not elected one of the board members as Chairman, in order to ensure fair and balanced decision making. The board does not consider that it is of a size at present to require separate audit, remuneration and nominations committees, and both members of the board are involved in the appointment of new directors. The board intends to appoint additional directors as appropriate as its business expands.

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

All members of the board bring relevant, up-to-date, sector experience in the resources sector. The board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its strategy. For a description of the roles of the board of directors - please see: http://armadalecapitalplc.com/our-team

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

The board undertakes periodic, informal, reviews of its performance against its corporate strategy. The board also seeks the views of key stakeholders (including advisers and shareholders) as to an evaluation of the board’s performance.

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

The board seeks regular feedback from its key stakeholders (including staff and advisers) to ensure that the corporate culture of the Company remains highly ethical in terms of our Company’s values and behaviours.

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

The Board provides strategic leadership for the Company and operates within the scope of our corporate governance framework. The board’s purpose is to ensure the delivery of long-term shareholder value and defining the strategic goals that the Company implements in its business plans. The board is made up of Non-Executive Directors who contribute independent thinking and judgement through the application of their external experience and knowledge, scrutinise the performance of management and ensure that the Company is operating within the governance and risk framework approved by the board.

For an explanation of the role of advisers to the Company – please see: http://armadalecapitalplc.com/advisers

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

The Company communicates with shareholders through the Annual Report and Accounts, half-year results, various announcements made when required and at the Annual General Meeting.

For a summary of the strategy of the Company - please see: http://armadalecapitalplc.com/strategy

For a reference to published material of the Company - please see: http://armadalecapitalplc.com/key-corporate-documents

For results of shareholder voting - please see: http://armadalecapitalplc.com/news