The Board has chosen to adopt the Quoted Companies Alliance’s Corporate Governance Code for small and mid-size quoted companies (the ‘QCA Code’).
The QCA Code identifies ten principles that focus on the pursuit of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which the Company was created. The principles of the QCA Code are embedded into the Company’s internal reporting and governance structures to the extent expected of a company of Metals Exploration’s size, stage of development and resources.
The Company’s governance structures are further governed by the Company’s Articles of Association (‘Articles’) together with relationship agreements (the ‘Relationship Agreements’) with the Company’s two largest shareholder groups, Candy Investments S.à r.l, Candy Venntures S.à r.l and MTL (Luxembourg) S.à r.l. (‘MTL Lux’) (together the ‘Candy Group’) and Drachs Investments No3 Limited (‘Drachs’).
The Relationship Agreements regulate the relationship between the Company and its largest shareholders to ensure, amongst other things, that the Company and its business shall be managed for the benefit of the shareholders of the Company as a whole. The Relationship Agreements grant each shareholder group the right to appoint one director, for so long as it (together with its successors or assignees) continues to hold more than 15% of the voting rights of the Company.
During the year a revolving credit facility (the ‘RCF’) with the Company’s lenders, MTL Lux and Runruno Holdings Limited (‘RHL’) terminated upon settlement of all debt matters. Previously, the RCF required the prior consent of both these lenders (together with its successors or assignees) for the Company to undertake a number of operational decisions. Consequently, the termination of the RCF has removed a number of corporate and operational restrictions that previously existed.
The Company’s current compliance, or otherwise, with each of the ten principles of the QCA Code are detailed below.