AIM-quoted companies are required to adopt a recognised corporate governance code with effect from their admission to trading on AIM. However, there is no prescribed corporate governance regime in the UK for AIM companies. The Quoted Companies Alliance has published the QCA Corporate Governance Code (the "QCA Code"), a set of corporate governance guidelines, which include a code of best practice, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matter.
The directors of Tungsten West PLC (the “Company”) recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its shareholders and intend to comply with the QCA Code, save as explained below:
Francis Johnstone has been appointed to the Audit and Risk Management Committee, notwithstanding the fact that he is a non-independent non-executive director. Francis has been appointed due to his financial background and his knowledge of the Company. The other members of the Audit and Risk Management Committee, Grace Stevens (who will act as chair) and David Cather, are both independent; and
in view of the size of the Company, the Board will not establish a nominations committee. However, the Board will consider the principles of the QCA Code on nomination and succession matters and will undertake the role and responsibilities usually delegated to a nominations committee.
Audit & Risk Management Committee
The Audit and Risk Management Committee comprises of Grace Stevens, who acts as chair, David Cather and Francis Johnstone.
The Audit and Risk Management Committee's main functions include, inter alia, reviewing the effectiveness of internal control systems; considering the need for an internal audit function; making recommendations to the Board in relation to the appointment of the Company's auditors; determining in consultation with the Board as a whole the auditors remuneration; and monitoring and reviewing annually the auditors independence, objectivity, effectiveness and qualifications. The Audit and Risk Management Committee also monitors the integrity of the financial statements of the Company including its annual and interim reports, preliminary results announcements and any other financial information provided to Shareholders. The Audit and Risk Management Committee is responsible for overseeing the Company's relationship with the external auditors as a whole and also considers the nature, scope and results of the auditors' work. The Audit and Risk Management Committee also reviews, develops, implements and recommends to the Board policies on the supply of non-audit services that are to be provided by the external auditors. The Audit and Risk Management Committee further focuses on compliance with legal and accounting standards and ensuring that an effective system of internal financial and non-financial controls is maintained.
The ultimate responsibility for reviewing and approving the annual report and accounts will remain with the Board.
The Remuneration Committee comprises of David Cather, who acts as chair, Robert Ashley and Richard Maxey.
The Remuneration Committee's main functions includes, inter alia, formulating and agreeing with the Board the framework or broad policy for the remuneration of the executive directors; approving the design of, and determining targets for, any performance related pay schemes operated by the Company and approving the total annual payments made under such schemes; operating the EMI Scheme and the 2021 Share Option Plan, as well as reviewing the design of any and all proposed share incentive plans for approval by the Board and Shareholders together with determining each year whether awards will be made and, if so, the overall amount of such awards, the individual awards to executive directors and the performance targets to be used; and determining the total individual remuneration package for each of the executive directors including bonuses, incentive payments and share options or other share awards.
The remuneration of non-executive directors will be a matter for the executive members of the Board and the Chairman. No Director will be involved in any decision as to his or her own remuneration.
The Technical Committee comprises of David Cather, who acts as chair, Mark Thompson and Max Denning.
The Technical Committee's main functions include, inter alia, reviewing and monitoring that the standards and procedures adopted for its operations will meet the legal requirements, under both local jurisdiction and international standards, as well as undertaking regular assessments and audits; reporting of its operational activity to identify the necessary compliance with the Company’s policies, objectives and adopting targets to achieve continuous improvement.
A meeting of the Technical Committee will be held every time it is considered needed and at least twice a year.
In view of the size of the Company, the Board will not at this time establish a nominations committee. However, the Board will consider the principles of the QCA Code on nomination and succession matters.