Corporate Governance

Corporate Governance

Griffin Mining Limited (“the Company”) is incorporated in Bermuda which does not have a formal overarching corporate governance code.  Under common law in Bermuda, shareholders are entitled to have the affairs of the Company conducted in accordance with general law and the Company’s memorandum of association and bye laws.  The directors have, however, adopted and applied the principles of the UK Quoted Company (“QCA:) corporate governance code. The directors seek to add value, manage risks and minimise costs to ensure the long term sustainability of the Company and its business.

The board of directors includes a number of non-executive directors who, with the exception of Adam Usdan, other than their shareholding, are considered to be independent as their shareholdings are less than 0.2% of the Company’s issued share capital and are free from any business or other relationship which could materially interfere with the exercise of their independent judgement.  The Board meets regularly and is responsible for the overall strategy of the Group, its performance, management and major financial matters. All directors are subject to re-appointment annually at each annual general meeting of the Company’s shareholders.

The Board has formally established an audit committee and a remuneration committee.  In view of the size of the Company and stability of the Board of directors and senior executives a nomination committee has not been established but will be appointed as the need arises.

As required by Bermuda company law all the directors are shareholders in the Company to align their interests with that of the shareholders.

Various safeguards and checks have been instigated as part of the Company’s system of financial control. These include:

  • preparation of regular financial reports and management accounts
  • preparation and review of capital and operational budgets
  • preparation of regular operational reports
  • prior approval of capital and other significant expenditure
  • regular review and assessment of foreign exchange risk and requirements
  • regular review of commodity prices and assessment of hedging requirements

The Company and its directors having reviewed and considered the various corporate governance codes have adopted the Corporate Governance Code published by the UK Quoted Company Alliance (“QCA”) and the principles contained therein. The directors recognise the principles in the QCA code and have applied these where appropriate. In this regard:

  1. Strategy: In view of the significant potential of the Caijiaying Mine and surrounding areas and given the Company’s knowledge and expertise in China, the directors and management are focused on the further development of Caijiaying, investigation of prospective areas near Caijiaying and other potential projects in China. In addition the Company’s directors and management evaluate other mining companies and projects worldwide for potential acquisitions.
  1. Shareholder expectations: The Chairman and Finance Director maintain regular contact with significant shareholders and the Company retains an office in London as a point of contact for all shareholders, in order to gauge the needs and expectations of shareholders in the Company.
  1. Stakeholders: The Company through Hebei Hua Ao Mining Industry Company Limited (“Hebei Hua Ao”) has invested heavily in the local community in China and continues to maintain and further implement best practices for the protection of the environment and for the benefit of the local community. Further details are given in the annual report and within the Company’s web site under Company Background.
  1. Risks: The Company and its directors have identified and keep under consideration the risks facing the Company and its subsidiaries (“the Group”). These risks and how they are managed are detailed in the director’s report within the annual report of the Company.
  1. Board of directors, structure: The board of directors is headed by a Chairman, who whilst not employed by the Company spends the majority of his time on the Company’s business thereby acting as chief executive of the Company. The board also includes a full time executive finance director as well as three independent non executive directors.
  1. Board of directors, skills: The existing board of directors brings a balance of skills and experience to the Company, including legal, financial, mining, geological and market expertise. Details of each director are given in the biopsies of each director in the annual report and within the Company’s web site under Company Background.
  1. Board performance: The independent directors regularly consider the effectiveness and performance of the Chairman and Finance director and vice-versa. A remuneration committee has been appointed with a brief to set performance criteria.  All nominations are considered by the main board of directors of the Company.
  1. Corporate culture: Both the Chairman and Finance Director regularly visit the Group’s operations to meet with management and other personnel to engage with them. The safety of all personnel working at the Group’s operations is a priority with formal procedures in place to prevent and report any safety incidents.  Likewise environmental issues. The Group will not deal with any body it believes to be involved with slavery. The Company has formal procedures regarding the avoidance of bribery and corruption. The Group engages personnel regardless of race or gender.
  1. Governance structures: The Company has appointed a Chief Operating Officer who reports directly to the Chairman who in turn reports directly to the board of directors. The Chief Operating officer oversees the Groups operations with individual department heads reporting directly to him. The Company has appointed a Chief Financial Officer in China who reports to the Chief Operating Officer and directly to the Finance Director who in turn reports to the board of directors. Individual department managers are able to communicate directly to the Chairman any issues of concern to them. The board of directors has responsibility for setting the overall strategy of the Group, its performance, management and financial matters including, inter alia, the approval of budgets, significant capital expenditure and financial reports.
  1. Shareholder communications: In addition to the publication of annual and interim reports, regulatory news releases, and maintaining a web site, as aforementioned the Company communicates directly with major shareholders and maintains an office in London in part as a point of contact with shareholders. All directors are re appointed annually at the Company’s annual general meeting of shareholders.

Directors

Mladen Ninkov is the Chairman, responsible for ensuring strategic direction set by the board is put into place by management.

Roger Goodwin is the Finance Director with overall responsibility for the Group finances, financial control and reporting.

Dal Brynelsen, Rupert Crowe and Adam Usdan are independent non-executive directors with responsibility for overseeing the executive and for ensuring that the financial performance of the Company is properly reported upon and monitored, and consider reports from the auditors relating to accounts and internal control systems. They also have responsibility for reviewing the performance of and setting the compensation of the Chairman and executive directors. All the independent non-executive directors are members of the audit committee whilst Mr Brynelsen and Mr Usdan are also members of the remuneration commitee.