SurfaceMine-1
Surface Mine Stage 1 – view1
SurfaceMine-2
Surface Mine Stage 1 – view2
SurfaceMine-3
Surface Mine Stage 1 – view3
SurfaceMine-4
Surface Mine Stage 1 – view4
Surface Mine Stage 1 – view5
Surface Mine Stage 1 – view5
Stage 1
Surface Mine Stage 1 – view6
Aerial view of ROM pad and Process Plant
Aerial view of ROM pad and Process Plant
Aerial view of Process Plant
Aerial view of Process Plant
ROM Pad
ROM Pad
RSI
RSI - spillway view
RSI - pond view1
RSI - pond view1
RSI - pond view2
RSI - pond view2

Latest News

08/08/2019 -- Quarterly Update To 30 June 2019 Read More
31/07/2019 -- Funding and Banking Update Read More
28/06/2019 -- Funding and Banking Update Read More
25/06/2019 -- Results of AGM Read More
25/06/2019 -- AGM Statement Read More
03/06/2019 -- Funding and Banking Update Read More
30/05/2019 -- Posting of Annual Report and Notice of AGM Read More
30/05/2019 -- MTL Annual Accounts Read More
03/05/2019 -- Funding & Banking Update Read More
24/04/2019 -- Quarterly Update To 31 March 2019 Read More
12/04/2019 -- Appointment of Nominated AdviserRead More
01/04/2019 -- Funding and Banking UpdateRead More
29/03/2019 -- Funding and Banking UpdateRead More
15/03/2019 -- Resignation of Nominated AdviserRead More
12/03/2019 -- Funding & Banking Update-Debt Standstill RequestedRead More
06/03/2019 -- Funding and Banking UpdateRead More
28/02/2019 -- Interim CFO AppointedRead More
27/02/2019 -- Results of Operational Review and ClarificationsRead More
18/02/2019 -- Amendment to Senior Lenders' Facility agreementRead More
08/02/2019 -- Banking UpdateRead More
05/02/2019 -- Appointment of Non-Executive DirectorRead More
31/01/2019 -- Banking UpdateRead More
30/01/2019 -- Quarter Ending 31 December 2018 operations updateRead More
25/01/2019 -- Holding in CompanyRead More
25/01/2019 -- Directorate ChangeRead More
25/01/2019 -- Appointment of ChairmanRead More
24/01/2019 -- Directorate ChangeRead More
16/01/2019 -- Corporate Update - Presentation Jan 2019Read More
16/01/2019 -- Corporate UpdateRead More
03/01/2019 -- Appointment of CEORead More

CORPORATE GOVERNANCE STATEMENT

As a result of recent changes to the AIM Rules for Companies (the “AIM Rules”), the Board has reviewed which recognised corporate governance code to apply to the Company on a “comply or explain” basis, as required by AIM Rule 26. The Board has chosen to adhere to the Quoted Companies Alliance’s Corporate Governance Code for small and mid-size quoted companies (as updated in April 2018) (the “QCA Code” or the “Code”).

The Board recognises the importance of maintaining appropriately high standards of corporate governance and has put in place governance structures that would be expected in light of the Group's size, stage of development and resources. In ensuring good corporate governance the Company applies the principles of the QCA Code as detailed below.).

Principle Disclosure
1 Etablish a strategy and business model which promotes long-term value for shareholders Metals Exploration Plc is a mineral resources exploration and development company. It owns 100% of the Runruno Gold Project located in the north of the Philippines. It is registered in England and Wales and quoted on the AIM market of the London Stock Exchange with ticker identity MTL. Metals Exploration`s management strategy and corporate plan is to:

  • Provide shareholders with high capital growth potential, delivered by developing a mineral project into a world class mine.
  • Undertake cost-effective and precise exploration on those targets most likely to deliver real shareholder wealth.
  • Respect the indigenous culture of the exploration and development areas and to promote social and economic development for the traditional custodians.
  • Manage the inherent value of its mining properties portfolio by delivering an efficient low-cost mining operation.
  • Conduct operations in a safe and environmentally responsible manner to industry best practice standards.
  • Offer employment opportunities to those who live in the exploration project areas.
  • This Annual Report sets out a number of the key risks and uncertainties that may represent challenges to the successful execution of the Company's strategy and business model, and how such risks and uncertainties are managed by the Company. These risks are set out in the following Directors Report and notes 31 and 32.

    2 Seek to understand and meet shareholder needs and expectations

    The Company has an established programme of engaging openly with its shareholders. Communications occur via its corporate website, the publication of its Annual Report and the Interim Results, trading and other announcements made via a regulatory information service and at its Annual General Meeting and General Meetings where the Board encourages investors to participate.

    The Company's website contains information on the Company's business, corporate information and specific disclosures required under the AIM Rules and the QCA Code. Following the announcement of the Company's full year and half yearly results the Company may make presentations to institutional shareholders, private client brokers and investment analysts, as appropriate. Periodic meetings and site visits are held with existing and prospective institutional and other investors. Formal feedback from shareholder meetings is provided by the Company's broker and discussion of this feedback is a standard item on the Board's agenda.

    3 Consider stakeholder and social responsibilities and their implications for long term-success

    The Company recognises its responsibility to promote its success for the benefit of all its stakeholders and understands that the business has a responsibility towards its shareholders, employees, partners, customers, funders, suppliers and to the local communities where its projects and operations are based.

    The Board is also conscious that the tone and culture that it sets will impact all aspects of the Company and the way its employees behave and operate. The importance of maintaining sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Company has close ongoing relationships with a broad range of stakeholders, monitoring feedback from them and uses such feedback to develop future policy.

    The Company undertakes its exploration and mining activities in a manner that seeks to minimise or eliminate negative environmental impacts and that seeks to maximise positive impacts of an environmental nature. As a mining company, the Company ensures proper environmental stewardship on its projects that promotes convergence around common environmental and social standards.

    The Company operates a comprehensive health and safety programme to ensure the wellness and security of its employees. The control and eventual elimination of all work related hazards requires a dedicated team effort involving the active participation of all employees. A comprehensive health and safety programme is the primary means for delivering best practices in health and safety management. This programme is regularly updated to incorporate employee's suggestions, lessons learned from past incidents and new guidelines related to new projects with the aim of identifying areas for further improvement in health and safety management. This results in continuous improvement in the health and safety programme.

    Employee involvement is fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents.

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

    The Board is responsible for the Company's system of internal controls and for reviewing its effectiveness. The system is designed to manage, rather than eliminate, the risk of failure to achieve the execution of the Company's strategic objectives and business model.

    The Board monitors financial controls through the setting and approval of an annual budget and the regular review of monthly management accounts. The management accounts contain a number of indicators that are designed to reduce the possibility of mis-statement in the financial statements.

    Each year, on behalf of the Board, the Audit Committee reviews the effectiveness of the Company's system of internal controls. This is achieved primarily via a comprehensive review of risks which cover both financial and non-financial issues potentially affecting the Group and from discussions with the external auditor. Details of these risks, and their management, are contained in the Company's Annual Report and Accounts.

    The Board is not aware of any significant failings or weaknesses in the Company's existing system of internal controls. Although there currently is no internal audit function, the Board will review the need for an internal audit function as the Company's mining operations stablise and mature.

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

    The purpose of the Board is to ensure that the business is managed for the long-term benefit of all shareholders, whilst at the same time having regard for employees, customers, suppliers and our impact on the environment and the communities in which we operate. The full Board is responsible and accountable to shareholders for the management and success of the Group and for providing effective controls to assess and manage the risks that the Company faces.

    The Group's business is directed by the Board and is managed on a day-to-day basis by the Chief Executive Officer. The Board monitors compliance with the objectives and policies of the Group through monthly performance reporting, budget updates and periodic operational reviews.

    The Company is the subject of a Shareholders Agreement ("Agreement") dated 8 March 2011 (adopted by shareholder resolution at a General Meeting of the Company on 4 April 2011) which influences the composition of the Board and its operations, for the benefit of all shareholders and is explained below.

    Pursuant to the Agreement the appointment, dismissal and conduct of Directors is regulated in accordance with the Agreement and the Articles of Association ("Articles").

    The Company is currently led by a Board comprising:

  • the interim Non-Executive Chairman nominated to the Board by the significant shareholder Runruno Holdings Limited;
  • the Chief Executive Officer; and
  • a Non-Executive Director nominated to the Board by the major shareholder MTL (Luxembourg) Sarl.
  • The major shareholder can nominate up to three Non-Executive Directors. Those directors nominated by shareholders are not independent but have relevant experience from which the Company can benefit.

    Whilst the Company has not appointed an independent non-executive director, the Board considers that this does not detract from the impartiality of the Board in effective decision making and each of the Non-Executive Directors bring an independent judgment to bear. The members of the Board have suitable of knowledge of the Company and expertise to discharge their duties and responsibilities effectively. All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational. Any Director must declare a conflict of interest in relation to a particular item of business before commencement of discussion on the topic.

    The Board intends to continue to assess and monitor the Company's requirements in this regard, and expect to review the situation on an ongoing basis. The appointment of at least one independent non-executive director with relevant mining industry experience is considered a priority action for the Board to fulfill.

    The Board's role is to oversee and manage the Group as responsibly and efficiently as possible. It meets at least once every six weeks, to discuss a broad range of significant matters specifically reserved for its decision making including vision, strategy, operations performance, fund-raising and financial performance. All significant decisions are made by the Directors with all Directors participating in the key areas of decision-making, including the appointment of new Directors. The Board receives timely information on all material aspects for the Group to enable it to discharge its duties. The Executive Director provides an appraisal of the current status and short-term plans for operational and development activities. In addition to its schedule the Board convenes restricted agenda meetings on an 'as required' basis. Minutes of the meetings of the Directors are also circulated to the Board for approval.

    On appointment non-executive directors warrant to commit sufficient time on the business of the Company to maintain a full understanding of the business of the Company including visiting the Company's operations in the Philippines on a regular basis. It is expected that non-executive directors spend a minimum of two days per calendar month on Company business.

    All Directors are subject to the re-election provisions of the Articles, which requires one third of the Directors to retire by rotation at every annual general meeting and for each Director to offer himself for re-election at least once every three years.

    The Directors have delegated some of their responsibilities to various Committees, which operate within specific terms of reference. In the event of a proposal to appoint a new Director, this would be discussed at a Board meeting, with each Director being given the opportunity to meet the candidate prior to any formal decision being taken. Due to the small size of the Board no Nomination Committee has been established.

    Mr Guy Walker holds the position as interim Non-Executive Chairman of the Board of Directors of the Company and has been associated with the Company since 2011.

    The Chairman has the primary responsibility to deliver the Company's corporate governance model as decided upon by the Board. The Chairman is supported by an experienced Chief Financial Officer ("CFO") for all financial related matters and an experienced Company Secretary ("CoSec") who assists the Chairman prepare for and run effective Board meetings. The CFO and CoSec advise the Chair and the Board on financial, legal and governance developments.

    In compliance with UK best practice, the Board has established corporate governance committees with formally delegated duties and responsibilities and implemented certain policies, to ensure that:

  • the Company is led by an effective Board of Directors which is collectively responsible for the long-term success of the Company;
  • the Board and its Committees have the appropriate balance of skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively;
  • the Board establishes formal and transparent arrangements for considering how it applies corporate reporting, risk management, and internal control principles;
  • it maintains an appropriate relationship with the Company's auditors; and
  • there is a dialogue with shareholders based on a mutual understanding of objectives.
  • The Company has established an Audit Committee comprising two Non-Executive Directors with relevant financial experience; the Chief Financial Officer attends audit committee meetings on the invitation of the members and provides additional support where required. Directors attendance at audit committee meetings held during the year are disclosed in the following Directors Report.

    The Audit Committee is primarily responsible for:

  • agreeing the scope of and reviewing the results of the audit;
  • deciding auditor's remuneration and auditor independence and objectivity;
  • recommending adoption of the annual and interim financial statements of the Company;
  • ensuring the financial records of the Company have been properly maintained; and
  • ensuring the financial statements comply with appropriate accounting standards to give a true and fair view of the Company's financial position and performance.
  • The Audit Committee may examine any matters relating to the financial affairs of the Group including but not limited to its annual and interim financial statements and announcements, internal control procedures, accounting procedures and accounting policies.

    During the financial year the audit committee met twice in order to approve the issue of the Group's financial results and to consider the financial risks faced by the business. The Committee will continue to closely monitor the financial risks faced by the business and progress made towards mitigating these.

    The external Auditors have direct access to the members of the Audit Committee, without presence of the executive Directors, for independent discussions.

    The main purpose of the Remuneration Committee is to determine and agree the framework or broad policy for and approval of terms of service, remuneration and other benefits of the Executive Directors and senior officers. The Remuneration Committee comprises two Non- Executive Directors.

    The remuneration and terms and conditions of appointment of Non-Executive Directors are set by the Board in accordance with the Shareholder's Agreement. Details of directors' remuneration are set out in the following Directors Report.

    When making remuneration decisions the members take into consideration the size and nature of the business and the importance of retaining and motivating management. The Remuneration Committee generally meets at least once a year and at other times as appropriate.

    There were no formal meetings of the Remuneration Committee during the financial year as remuneration matters were considered by the full board, however, the Committee's future focus will be to ensure that reward at the Company is closely aligned with the delivery of long term shareholder value.

    In light of the size of the Board, the Directors do not consider it necessary to establish a Nomination Committee. However, this will be kept under regular review.

    The Board and its various committees receive appropriate and timely information prior to each meeting. A formal agenda is produced for each meeting and board committee papers are distributed several days before meetings take place. Any director can challenge proposals with decisions being taken after due discussion. Any director can ask for a concern to be noted in the minutes of the meeting which are circulated to all directors. Specific actions arising from meetings are agreed by the Board or relevant committee and then followed up by management.

    All relevant directors attended all board and committee meetings during the Company's last financial year. All directors spend such time as is necessary to effectively carry out their roles and directors have access to advice or services needed to enable them to carry out their roles and duties effectively.

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

    The directors of the Company are:

  • Guy Walker, Interim Non-Executive Chairman
  • Darren Bowden, Chief Executive Officer
  • Andrew Stancliffe, Non-Executive Director
  • The skills and experience of the Board are set out in their biographical details included within the About Us and Investor Centre sections of the Company's website and are considered by the Board as representing an appropriate range of capabilities needed to deliver the strategy of the Company for the benefit of its shareholders over the medium to long term. The experience and knowledge of each of the Directors gives them the ability to constructively challenge strategy and to scrutinise performance. Notwithstanding the above the Board intends to appoint at least one additional independent non- executive director with direct mining industry experience to broaden the range of skills and experience of the Board.

    MSP Corporate Services Limited acts as Company Secretary.

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

    The collective performance of the Board is reflected in the success of the business. Evaluation of the performance of the Board, its Committees and individual members has historically been implemented on an on-going and ad hoc basis given the stage of the Company's development. The Company does not therefore currently comply with Principle 7 but it is currently reviewing a formal internal board evaluation process that will be led by the Chairman.

    Succession planning is currently the responsibility of the Board as a whole, the establishment of a Nominations Committee not being considered necessary due to the current size of the Board.

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

    The Board recognises that its decisions will impact the corporate culture of the Group as a whole and that this will affect the performance of the business. The Board is also very conscious that the tone and culture that it sets will greatly impact all aspects of the Group and the way that employees behave and operate. The importance of maintaining sound ethical values and behaviours is crucial to the ability of the Group to successfully achieve its corporate objectives.

    The Company seeks to ensure that responsible business practice is fully integrated into the management of all its operations and into the culture of all parts of the Group's business. It believes that the consistent adoption of responsible business practice is essential for operational excellence, which in turn is expected to ensure the delivery of its core objectives of, inter alia, sustained real growth in future profitability.

    In addition, employee involvement is recognised as fundamental in recognising and reporting unsafe conditions and avoiding events that may result in injuries and accidents, which, in turn, as a mining company, the Board considers, to be a fundamental part of recognising and establishing ethical values and behaviours throughout the Group.

    9 Maintain Governance structures and processes that are fit for purpose and support good decision making by the Board

    The Company maintains appropriate governance structures and processes according to its current size and complexity, and its stage of development and level of resources.

    There is a clear division of responsibility between the Non-Executive Chairman and the Chief Executive Officer. The Chairman is responsible for running the business of the Board and for ensuring appropriate strategic focus and direction. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance.

    The Chief Executive Officer is responsible for proposing the strategic focus to the Board, implementing it once it has been approved and overseeing the management of the Group.

    The role of the Non-Executive Director includes questioning and challenging the Executive Director and assisting where possible in developing strategic proposals, reviewing and commenting on the integrity of the Company's financial reporting systems and the information they provide; recommending appropriate standards of corporate governance; reviewing internal control systems; ensuring that risk management systems are robust and reviewing corporate performance and ensuring that performance is reported to shareholders.

    The roles of the Board and its Committees are described further in Principle 5 above.

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

    The Company recognises that meaningful engagement with its shareholders is integral to the continued success of the Group and the Company has actively engaged with its shareholders through meetings, presentations and roadshows. The Board believes that the Annual Report and Accounts, and the Interim Results published at the half-year stage, play an important part in presenting all shareholders with an assessment of the Company's position and prospects. All regulatory announcements are published on the Company's website. The Annual General Meeting and General Meetings are an opportunity for shareholders to meet and discuss the Company's business with the Directors.

    The Board is supported by the Audit and Remuneration Committees, each of which has access to such information, resources and advice that it deems necessary, at the Company's cost, to enable the committee to discharge its duties. These duties are set out in the Terms of Reference of each committee.

    Date on which this information was last reviewed: 29 May 2019