As an AIM listed company, Mineral & Financial Investments Ltd (M&FI), the Board have committed to follow the recommendations on corporate governance of the Quoted Companies Alliance (the “QCA Code”) for companies with shares traded on AIM and details of how the Company addresses key governance issues are set out in this Corporate Governance section of the website by reference to the 10 principles of Corporate Governance developed by the QCA, to deliver long-term shareholder value, an effective management framework and good communication to promote confidence and trust. The principles and M&FI’s adherence to them are set out below.
Mineral & Financial Investments is an investment company whose purpose is to create value for its shareholders by investing in, financing, and advising resource companies with a particular emphasis on mining companies.
The Company runs two portfolios; the Tactical Portfolio for more liquid investments in which short and medium-term value can be achieved and the Strategic Portfolio for longer-term investments. Details of the strategy of each investment portfolio are in the Tactical and Strategic portfolio pages of the Our Business section of this website. The Principle Activity and Investing Policy is also set out [here] and in the Directors’ Report on p8 of the Annual Report.
The key challenges in their execution are outlined in the Risk Management Objectives and Policies section (Note 14 to the Financial Statements) on p29 of the Annual Report.
M&FI seeks to share this vision and details of the implementation of its strategy through internal dialogue with employees as well as external communications to keep shareholders informed. The Company publishes all relevant material, according to QCA definitions, in the Investment Centre on its website. This includes annual and interim reports, quarterly net asset value updates, shareholder circulars and details of Shareholder Meetings. The Board is sensitive to all of its shareholders and commits to maintain a regular dialogue to communicate strategy, progress and to understand the needs of shareholders. Contact details are listed in the Corporate Directory and Officers & Directors pages on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.
The Board believes these publications in the investor section of the website play an important part in presenting all shareholders with an assessment of the Company’s position and prospects. The Board encourages shareholders to attend its Annual General Meeting where they can meet and question the Directors and express ideas or concerns. In addition, the Directors will undertake presentations and roadshows to institutional investors as appropriate.
Since the Company has a predominantly retail shareholder base, the website allows both prospective and actual shareholders to contact the Directors directly, register for automated news alerts for both regulatory and non-regulatory news, and shareholder communication is answered, where possible or appropriate, by Directors or the Company’s Nominated Advisor and co-broker, WH Ireland or the Company’s co-broker, Novum Securities.
At present the Directors believe they have a good understanding of the needs and expectations of all elements of the company’s shareholder base. Feedback from shareholders to date has been positive.
The Board recognises the need to take account of the needs of society and the environment and maintain high ethical standards. As an investment company and not an operating company the Directors identify its shareholders as its primary stakeholders. The Board recognises that the long-term success of the Company is reliant upon the efforts of its employees, advisers and regulators and additionally expects the highest standards of governance from its portfolio companies. The Company therefore maintains a regular dialogue with both its internal and external stakeholders as well as its investments.
Policies to protect regular two-way dialogue with shareholders are outlined in Principle 2 of this Code. The Board takes a collective responsibility to report on regulatory matters and works closely with its advisers to ensure it operates in conformity with its listing regulations. Directors meet weekly to monitor all key stakeholder relationships.
The Board understands the Company has a responsibility to consider, where practicable, the social, environmental and economic impact of its investments. The Directors are aware of the responsibilities of investee companies to the communities and environments within which they operate, and as a shareholder, expects the highest standards of governance. Good community relations and environmental sensitivity are essential to success in the resources sector and an integral part of investment decisions and advice provided by M&FI.
Feedback from shareholders, advisers and employees remains positive.
The Company’s Audit Committee and Remuneration Committee meet regularly from 2018. The Company also receives regular feedback from its external auditors on the state of its internal controls.
As an investment company M&FI constantly seeks to balance the various risks it undertakes with an acceptable return. In executing the company’s strategy, management will typically confront a range of day-to-day challenges associated with key markets, portfolio and projects risks and other uncertainties.
The identification and management of these risks can be found in the Risk Management Objectives and Policies section on p29 in Note 14 of the Notes to the Financial Statements. They include market price risk, foreign exchange risk, credit risk, liquidity risk and capital risk management.
Company management hold a daily meeting to assess and monitor all risks on a continuous basis drawing on press releases and news flow from companies and jurisdictions in which M&FI have an interest and will seek to deploy mitigation steps to manage these risks as they manifest themselves. Further, the Directors meet weekly, via conference call to review activities and opportunities with which the company is engaged.
The Board is responsible for creating value for shareholders by formulating, reviewing and approving and monitoring the implementation of the Group’s strategy, budgets, investment and acquisition policies and corporate actions. The Board ensures management meet plans and performance targets and is also responsible for the oversight of the governance of the company, being the systems and procedures in place by which it is directed and controlled.
The Board comprises an Executive Director and Chairman (Jacques Vaillancourt), an Executive Director and Chief Operating Office (Jamie Lesser) and a Non-Executive Director (Sean Keenan). Sean Keenan is the independent director of the Company. Appointments continue subject to re-election by shareholders at the AGM. A description of the roles of the Directors and their biographies are included within the Officers & Directors page of this website and a Corporate Governance Report is published on p10 of the Annual Report. All key investment decisions are subject to Board approval.
Whilst the Company is guided by the provisions of the Code in respect of the independence of directors, it gives regard to the overall effectiveness and independence of the contribution made by directors to the Board in considering their independence. The Chief Operating Officer and Non-Executive Director are both considered to be part-time, and are required to provide their services on a timely basis. Board meetings are held at least four times a year and a full record of attendance is shown. The Board also considers that the Directors have specific expertise and experience, materially enhancing knowledge and judgement to the overall performance of the Board.
The Company has a policy of appointing independent directors who can provide an independent view of the company’s activities and is committed to adding an additional Director to split the role of CEO and Chairman in accordance with guidance.
Directors who have been appointed to the Company have been chosen because of the experience and skills they offer and maintain, by virtue of their continued involvement in the sector and other part time roles. The structure of the Board and full biographical details of all Directors are included within the Officers & Directors page of the website.
Based on the M&A experience of Jacques Vaillancourt, the investment experience of Jamie Lesser and the geological expertise of Sean Keenan, the Directors are confident the Board has the right mix of skills to develop strategies for the benefit of shareholders.
The Chairman, in conjunction with the Board, ensures that the Directors’ knowledge is kept up to date on key issues and developments pertaining to the Group, its operational environment and to the Directors’ responsibilities as members of the Board. During the course of the year, Directors receive updates from the Board and various external advisers on a number of regulatory and corporate governance matters. As secretary to the Board, Miles Nicholson, Chartered Accountant, provides financial control and book keeping services, advises the board, manages day to day administration and liaises with Auditors for the publication of company accounts.
With a small team the Board and Directors enjoy a natural on-going evaluation of performance which includes daily communication. The Company therefore undertakes continuous natural monitoring of personal and corporate performance using agreed key performance indicators and detailed financial reports.
Responsibility for assessing and monitoring the performance of the executive directors lies with the Chairman and the independent non-executive directors.
The Board also considers the need for the periodic refreshing of its membership. One new Executive director was appointed in 2018 and the company intends to appoint an additional Non-Executive Director.
The Board recognises that a corporate culture based on sound ethical values and behaviours is an asset and provides competitive advantages. The Company has a strong ethical culture, which is promoted by the actions of the Board and Directors. An open culture is encouraged within the Company, with regular communications regarding progress and feedback is regularly sought. Through the daily and weekly meetings, the Board and Directors hold each other to account to ensure standards are maintained and ethical values and behaviours are recognised and respected.
The Board will be fostering the framework needed for the delivery of excellence in all business decisions and actions so as to exceed the principles and industrywide standards of practice.
A description of the roles of the Directors is included within the Officers & Directors page of this website. Board performance reviews and individual director reviews ensure ethical values and behaviours are recognised, respected and maintained.
As an investment company M&FI seeks to keep costs low and preserve shareholder value. As such the Company, given its size, maintains the minimum number of directors and officers required to manage a portfolio of investments, within the requirements of company law and regulation. Details of the Company’s corporate governance arrangements are provided on this Corporate Governance page and a description of the roles of the Directors is included within the Officers & Directorspage of this website.
The office of Chief Executive and Chairman will be held by different directors.
The Chairman’s primary role is through his leadership to ensure that the Board and individual Directors are able operate efficiently by setting the agenda, style and tone of Board discussions to promote constructive debate and effective decision making.
As Chief Executive, Jacques Vaillancourt has led the management team which meets daily and is primarily responsible for the implementation of the Board’s policies and strategies, effective communication with shareholders, ensuring that all Board members develop an understanding of investors and for managing the activities of the Audit and Remuneration Committees.
M&FI is in the process of establishing Audit and Remuneration Committees to meet regularly in accordance with their terms of reference to be adopted. The details of these committees, including their terms of reference and composition, will be set out in the Annual Report.
The Audit Committee will meet twice per year to review and monitor risk and internal controls throughout the business. The committee monitors the integrity of the financial statements of the Company, quarterly NAV updates and any other formal announcement relating to its financial performance. The committee shall meet with the external auditor to discuss any issues arising from the audit.
The Remuneration Committee will meet once per year to exercise independent judgement on the remuneration policies, practices and incentives. The committee is created to manage risk, capital and liquidity, whilst overseeing objectives, performance and compensation of the Board Chairman, Executive Directors and Senior Management.
The Board has a formal agenda of items for consideration but is responsible for creating value for shareholders by formulating, reviewing and approving and monitoring the implementation of the Company’s strategy, budgets, investment and acquisition policies and corporate actions. The Board ensures management meet plans and performance targets and is also responsible for the oversight of the governance of the company, being the systems and procedures in place by which it is directed and controlled.
At this stage in the Company’s growth, the Board believes the governance framework is sufficient.
The Board is committed to maintaining good communication and having constructive dialogue with all of its stakeholders, providing them with access to clear and transparent information to enable them to come to informed decisions about the Company.
The Company’s Investment Centre section on the website provides all required regulatory information as well as shareholder communications and additional information shareholders may find helpful including: Share Services, information on Board Members, Advisors and Significant Shareholdings, a historical list of the Company’s Announcements, its Financial Calendar, Corporate Governance information, the Company’s publications including historic Annual Reports and Notices of Annual General Meetings, together with Share Price information and interactive Charting facilities to assist shareholders analyse performance. The website is regularly updated and users can register to be alerted when announcements or details of presentations and events are posted onto the website.
The Board holds regular meetings and regards the annual general meeting as a good opportunity to communicate directly with shareholders via an open question and answer session. The Company encourages two-way communication with both its institutional and private investors and endeavours to respond quickly to all queries received. The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.
Results of shareholder meetings and details of votes cast will be publicly announced through the regulatory system and displayed on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.
Information on the work of the various Board Committees and other relevant information are included in the Company’s Annual Report. Reference to the appropriate section in the annual report will be made here upon publication.