Corporate Responsibility QCA Code 2018
Corporate Governance – The Quoted Companies Alliance Code (‘QCA Code’). Updated September 2018
Eurasia Mining has adopted the QCA Code as a Corporate Governance framework to ensure adequate corporate governance standards as befits the nature of the Company’s business and the stage attained in the continuing evolution of the Company, and in-line with its corporate strategy and business goals. The QCA Code sets out ten principles by which the code may be applied to any company. These principles are outlined below as a demonstration of how the Company meets these requirements.
Eurasia has established a strategy designed to promote long term value and a return on investment for its shareholders, a strategy which also aims to build the Company to an increasingly profitable enterprise while maintaining good corporate governance and social and environmental responsibility standards. The Company’s aim is to achieve these goals through self-funded exploration for marketable resource projects in various commodities, by developing these projects to operating mines, or by joint venturing or straightforward sale of these assets to realise a return on investment.
The Company is currently focused on developing two key assets; The West Kytlim mine produces Platinum group minerals (‘PGM’) and gold in the Ural Mountains, Russia, while the Monchetundra Project is being developed towards production of PGM, gold and base metals near the town of Monchegorsk, on the Kola Peninsula, Russia. Further non-core assets are also being progressed and the Company remains active in identifying further opportunities across a range of commodities and jurisdictions. The Company intends to achieve these goals while maintaining corporate governance principles in line with those outlined in the QCA Code. The key challenges in achieving this are set out below.
Eurasia seek to maintain open, direct and two-way communication with its shareholders through various channels including the Company website, twitter feed, company presentations, investor events, video blogs filmed on site at the Company’s projects, live and recorded video and audio interviews, and lastly direct communication by phone and email through the Company’s contact information. The Company employs sub-contracted public relations professionals and maintains several third-party contracts to better disseminate Company newsflow. Through shareholder feedback the Company ensures that it remains in touch with the information requirements of our shareholders, their expectations regarding their investment, and the motivation behind their voting decisions. Director’s consider shareholder’s motivations and expectations to be broadly correlated with that of the Company and the Company’s strategy. Shareholders information requirements can therefore be summarised as either operational in nature, or commercial. The Company aims to update on key events within these categories frequently, and in a timely manner as events materialise. Directors recognise that shareholders require complete and timely information as a necessary input to their investment decisions. Shareholders make regular contact through the Company’s main office contact details where their calls or emails are dealt with in a timely manner by a member of staff sufficiently senior to comment on technical and commercial matters. Contact details for the company are available here.
Experienced and knowledgeable long-standing employees are a recognised key asset within the Company and our Corporate Governance principles seek to cultivate a productive and fulfilling working environment within the Company.
The Company’s mining operation is a further key asset and attention is paid to its impact on society and the various stakeholders important to the project’s continuous success. These include sub- contractors to the Company, and officials within the Russian sub-soil licensing and other agencies. The mining operation is in a remote area and where possible employs local persons but does not otherwise impact on a local population. The Company is devoted to maintaining the strictest environmental policies as required by the Russian sub-soil licensing agencies.
Key personnel from the Company’s subsidiary maintain communication with representatives from the nearest village to the mining operation, the town of Kytlim in order to ensure feedback on potential issues. The mining community in this area of the Urals is relatively small and there is general communication between companies operating nearby mines, and with all suppliers to the industry generally. Communication with officials from sub-soil licensing agencies and their sub-contractors is generally more formal, and within the reporting structures designed by those agencies to protect the environment, the country’s natural resources and the rights of local populations. Any issue arising from any stakeholder will immediately be dealt with, or communicated to the required level to allow for action to be taken. No such events have occurred in the history of the mining operation and where an issue may arise it is reported in full to senior management and Directors.
Managing relationships within the Company’s workforce, and its outward interactions with local communities, service providers, and the environment, all have the potential to impact on the Company’s ability to achieve its medium to long term goals – managing these relationships is considered a fundamental facet of good Corporate Governance.
The leading risks at the operational level relate to the reliability of our resource and reserve estimations and our ability to manage the mining operation to achieve its goals. These risks are mitigated by ensuring we employ qualified and knowledgeable personnel who are adequately resourced and supported by effective management. Resource exploration involves inherent risks stemming from the fact that information relating to the mineralisation is not immediately available, and is expensive to obtain. Recognising this risk and then managing it effectively is a critical aspect of a successful exploration geology business.
The company’s annual audit provides an opportunity to reassess the chief risks facing the business at both a corporate and operational level. These are agreed by directors and delineated and audited on an annual basis, thus ensuring adequate recognition and articulation of each risk category.
Maintaining a dynamic management framework
The board comprises an executive chairman and managing director, and two non-executive directors. One retirement, that of Michael Martineau as non-executive Chairman occurred in the 2017 calendar year and the board are now active in replacing that appointment. Gary Fitzgerald is an independent non-executive director while non-executive director Dmitry Suschov is a significant shareholder in the Company.
The board meets when an executive decision requires board approval, and in any event no less than once per six-week period. Board members are regularly consulted on executive decisions which would benefit from specific input relevant to a board members area of expertise. All board members are aware of and comfortable with the time and resource requirements associated with their position. Relevant information relating to a board discussion is carefully prepared and circulated in advance of board meetings. Minutes are kept and then circulated directly after all board meetings. Minutes are noted on a prescribed form, which includes heading information such as attendance. An attendance record for each director is also maintained and annualised for distribution within the board.
The attendance of the board at meetings within the last 12 months (9 meetings inclusive of AGM and all board meetings conducted remotely) is as follows:
Christian Schaffalitzky – 100% attendance
Dmitry Suschov – 100% attendance
Gary Fitzgerald – 100% attendance
Separately, the company secretary, who is also the group financial controller, is considered a key position necessary in preserving a functional and ergonomic management framework within the Company and across the group of companies.
Two non-executive directors, Dmitry Suschov and Gary Fitzgerald form the remuneration committee and determine the conditions of employment and annual remuneration of the executive directors. The audit committee is comprised of the same two non-executive directors and is chaired by Gary Fitzgerald. The committee meets annually before and after the company’s annual audit.
The board has an effective combination of commercial and technical experience, being led by a chair with a strong background in geology, and in developing successful resource projects and companies, with support from non-executive directors with strong experience in commercial functions in a range of markets, commodities and jurisdictions. A further appointment, of an individual with a background in mining is now underway as a response to the company’s recent change of focus – from pure exploration to development and mining. Board members retire on a rota and declare themselves eligible for reappointment at the company’s AGM.
Board of Directors and Senior Management
Executive Chairman and Managing Director
EurGeol, FIMMM, Pgeo, CEng. 40 years experience in mineral exploration. Founder of CSA international. Numerous discovery credits including Lisheen zinc deposit in Ireland. Also chairman at Kibo Mining Plc.
Commodities trading veteran (primarily various grades of metallurgical and thermal coals) who has successfully built a major Pulverized Coal Injection (PCI) franchise throughout Asia, Europe and America with an annual turnover of up to $100 million, therby accumulating around 2.5% of the global PCI market share. He is also an investment banker with extensive experience in the Russian resources industry having previously worked with IG Capital, MDM Bank, PricewaterhouseCoopers and Ernst&Young as mining & metals leader in corporate finance for Russia and CIS.
30 years experience in investment management, prior director of Framlington Investment Management.
Eurasia Mining PLC
Registered Office (Company Number 3010091)
142 Cromwell Road
London SW7 4EF
C/O Clubhouse Bank,
1 Angel Court
Telephone: +44 (0)20 7932 0418
E-mail: [email protected]