STATEMENT OF CORPORATE GOVERNANCE
Corporate governance principles
Arian Silver applies and adheres to the Main Principles described within the UK Corporate Governance Code published by the Financial Reporting Council, in so far as is appropriate and practicable for a company of its size and complexity.
The Board of Directors
The Board of Directors is responsible for overseeing the long term success and strategic direction of the Company in accordance with the schedule of matters reserved for board decision.
The Board is responsible for monitoring the activities of the executive management and the directors meet frequently throughout the year. There is a clear division of responsibilities between the Chairman and the Chief Executive. All directors are required to allocate sufficient time to the company to discharge their responsibilities effectively.
The Board currently has four committees:
- Audit Committee
- Nomination & Remuneration Committee
- Corporate Governance Committee
- Health, Safety & Environment Committee
The Audit Committee is composed of Messrs. James Crombie, Thomas Bailey and James Cable. The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities relating to the financial accounting and reporting process, its audit process, disclosure process and internal controls of the Company. The primary duties and responsibilities of the Committee are to review the annual and interim financial statements of the Company and report thereon to the Board for approval; conduct such reviews and discussions with management and the independent auditors of the Company relating to the audit and financial reporting as deemed appropriate by the Committee; review and approve the terms of engagement of the Group’s auditors and, in consultation with the auditors, the scope of the audit and monitor the independence and performance of the independent auditors.
Nomination & Remuneration
The Board of Directors has established a Nomination & Remuneration Committee which is currently composed of three members, being Messrs Thomas A. Bailey, James S. Cable and James A. Crombie. The Nomination & Remuneration Committee meets as required in accordance with its terms of reference to, inter alia, monitor the board and its committees to ensure there is an appropriate balance of skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively.
In addition, the Nomination & Remuneration Committee reviews the performance of the executive directors and senior executives and to determine their respective compensation. The scale and structure of the remuneration and compensation packages for directors and senior executives is set taking into account time commitment, comparatives, risks and responsibilities, to ensure that the amount of compensation adequately reflects the individual’s previous performance, achievements, experience, responsibilities and risks of the office or position held, and in the context of the Company’s risk profile, to ensure they do not encourage excessive risk taking on the part of the recipient of such compensation.
Corporate Governance Committee
The Corporate Governance Committee was established in March 2015, is composed of two members, being, Tom Bailey and James Cable and meets as required in accordance with its terms of reference to, inter alia, review the corporate governance framework for the Company, its implementation, and compliance, and making suitable recommendations to the Board.
Health, Safety & Environment (“HSE”) Committee
The HSE Committee was established in March 2015, is composed of three members, being, James Cable, Jim Crombie and Jim Williams, and meets as required in accordance with its terms of reference to, inter alia, review the health, safety and environmental policies of the group, performance in its adherence thereto, and adequacy of relevant resources.
Based upon the Company’s size, its current state of development and the number of individuals historically on the Board of Directors, the Board of Directors has considered a formal process for assessing regularly the effectiveness and contribution of the Board of Directors, as a whole, its committee or individual directors to be unnecessary. The Board of Directors plans to continue evaluating its own effectiveness on an ad hoc basis.
The directors acknowledge their responsibility for the Company’s systems 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 both internal use and external publication. The Board is aware that no system can provide absolute assurance against material misstatement or loss, however, 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 directors consider that the Company’s size and complexity is such that it is inappropriate to operate an internal audit function at this time. This assessment will be kept under periodic review.
The Board has adopted a Share Dealing Code that applies to directors, senior management and any employee who is in possession of ‘inside information’. All such persons are prohibited from trading in the Company’s securities if they are in possession of ‘inside information’. Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided the relevant individual has received the appropriate prescribed clearance.
Relations with shareholders
Arian Silver is committed to dialogue with shareholders based on the mutual understanding of objectives. A general meeting of shareholders is held each year in accordance with the Company’s articles of association. The directors are available to meet and discuss the business with all shareholders at the Company’s annual general meeting.
Anti-Corruption and Anti-Bribery Policy
Arian Silver will not tolerate any form of bribery by, or of, its employees, temporary workers, agents, or consultants or any person acting on its behalf. The company and its senior management are committed to implementing effective measures to prevent, monitor and eliminate bribery.
|Nomination & Remuneration Committee|
|Corporate Governance Committee|
|Anti-Corruption and Bribery Policy|
|Matters Reserved for Board Decision|
|Responsibilities of Chairman and CEO|
|Share Dealing Code|