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CORPORATE GOVERNANCE

The Company recognises the importance of, and is committed to, high standards of corporate governance. The Company’s shares are traded on the NEX Exchange Growth Market. The Directors recognise the importance of sound corporate governance and although the Board has not formally adopted the UK Corporate Governance Code, it has sought to adopt procedures to institute good governance insofar as is practical and appropriate for a group of its size, while retaining its primary focus on the success of the litigation.

The Board currently comprises an Executive Chairman, Managing Director and three Non-Executive directors. The Board is satisfied that, having considered the background and current circumstances of each of the non-executive directors, there are no relationships or other matters which could affect their respective judgement in carrying out their duties. Accordingly, the non-executive directors are considered by the Board to be independent of management.

The current structure of the Board ensures that no one individual or Group is able to dominate the decision making process. All Directors have access to the Company Secretary and may take independent professional advice at the Company’s expense. The Board has a process for reporting and managing any conflicts of interests held by Directors. Under the Company’s articles of association, the Board has the authority to approve any potential conflicts 

The Board is primarily responsible for the strategic direction of the Group. Major strategic initiatives involving significant cost or perceived risk are only undertaken following their full evaluation by the Board. Matters of an operational nature are delegated to the Group’s management. Progress on the ICSID claim and other key initiatives is reported regularly, together with routine matters such as financial performance and current trading.

 

Internal Control and Audit

The Board is responsible for establishing and maintaining the Group’s system of internal financial controls. Internal financial control systems have been designed to meet the current requirement of the Group.

The Company Secretary reviews the internal controls and reports to the audit and risk committee with any identified concerns. The Directors have reviewed the effectiveness of the procedures presently in place and consider that they are still appropriate for the nature and scale of the operations of the Group. Due to the relatively small size of the Group’s operations, it is not considered economically viable or necessary to employ Internal Auditors.

Audit and Risk Committee

The Audit Committee is responsible for ensuring that appropriate financial reporting procedures are properly maintained and reported on and where required meet with the Group’s auditors and review their Reports on the accounts and the Group’s internal controls. The Committee also reviews the performance of the Group’s auditors to ensure an independent, objective, professional and cost-effective relationship is maintained. As well as reviewing the Company’s published financial results, the Committee reviews the Group’s corporate governance processes (including risk analysis), accounting policies and procedures, reporting to the Board on any control issues identified.

 

Remuneration Committee

With the reduced activities of the Group, all matters pertaining to remuneration are dealt with by the full Board, taking independent advice if required.

Shareholder Relations

Communications with Shareholders are undertaken through face-to-face meetings, general news releases and the release of interim and full-year results. The Company’s website (www.churchillmining.com) facilitates the publication of results and the posting of news regarding the Group and its developments.