The Directors recognise the importance of sound corporate governance and have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company’s size, board structure, stage of development and resources.
The Board will, on Admission, comprise six Directors, of which three are executive and three are non-executive, including the Chairman, who is deemed to be independent and will have the casting vote in the event of a tie in a Board vote. The Board collectively has significant experience in the mining industry and of service on the boards of public companies.
The Board believes that the Board composition is appropriate in light of the balance of skills and experience of its members and the Company’s size at Admission. However it will monitor this position on an ongoing basis as the Company grows and develops and seek to make appropriate changes or additions to the composition of the Board as necessary. The Board is satisfied that all Directors will have adequate time to fulfil their roles.
From Admission, the Company will have a Remuneration Committee, an Audit and Risk Committee, and an AIM Rules and UK MAR Compliance Committee. Details of the responsibilities of each such committee are detailed below.
The Remuneration Committee will determine and agree with the Board the scale and structure of the remuneration of the executive Directors and approve the granting of options to Directors and employees and the performance related conditions thereof. The Remuneration Committee will also recommend to the Board a framework for rewarding senior management, including executive directors, bearing in mind the need to attract and retain individuals of the highest calibre and with the appropriate experience to make a significant contribution to the Group’s development and ensure that the elements of remuneration packages are competitive and help in underpinning the performance-driven culture of the Company. The Remuneration Committee will be chaired by Alan Mooney, with its other members being Clive Garston and Mitchell Smith.
Audit and Risk Committee
The Audit and Risk Committee will receive reports from management and the external auditors relating to the interim report and the annual report and financial statements, review reporting requirements and ensure that the maintenance of accounting systems and controls is effective. The Audit and Risk Committee has and will continue to have unrestricted access to the Company’s auditors. The Audit and Risk Committee will also monitor the controls which are in force for the Company and any perceived gaps in the control environment. The Board believes that the size of the Company will not justify the establishment of an independent internal audit department. The Audit and Risk Committee will be chaired by Alan Mooney, with its other members being Clive Garston and Mitchell Smith.
AIM Rules and UK MAR Compliance Committee
The AIM Rules and UK MAR Compliance Committee will monitor the Company’s compliance with the AIM Rules and UK MAR and seek to ensure that the Company’s Nominated Adviser is maintaining contact with the Company on a regular basis and vice versa. The committee will ensure that procedures, resources and controls are in place with a view to ensuring the Company’s compliance with the AIM Rules and UK MAR including the Share Dealing Policy which the Company has adopted for the directors of the Company, certain employees and their associates to comply with UK MAR. The committee will also ensure that each meeting of the Board includes a discussion of AIM matters and assesses (with the assistance of the Company’s Nominated Adviser and other advisers, as appropriate) whether the Directors are aware of their AIM responsibilities from time to time and, if not, will ensure that they are appropriately updated on their AIM responsibilities and obligations. The AIM Rules and UK MAR Compliance Committee will be chaired by Clive Garston and its other members will be Aidan O’Hara and Ryan Mee.
The Board has recently reviewed the need for a nominations committee and concluded that such committee is not necessary at this time due to the size and activities of the Company. The establishment of a nominations committee will remain under annual review by the board.
Social Media Policy
The Company has adopted a social media policy which is designed to minimise the risks to the Group’s business arising from, and to assist employees in making appropriate decisions about, the use of social media. In particular, the policy provides guidance that the disclosure on social media of commercially sensitive, private or confidential information relating to the Group is prohibited.
Anti-corruption and Bribery policy
The Company has adopted an anti-corruption and bribery policy which applies to the Board and employees of the Group; it also applies to suppliers, contractors, and consultants to the Group. It generally sets out the responsibilities of the management and employees of and suppliers, contractors and consultants to, the Company in observing and upholding a zero-tolerance position on bribery and corruption in all the jurisdictions in which the Company operates as well as providing guidance to those working for the Company on how to recognise and deal with bribery and corruption issues and the potential consequences. The Company expects all employees, suppliers, contractors, and consultants of the Group to conduct their day-to-day business activities in an honest and ethical manner, be aware of and refer to this policy in all of their business activities and to conduct business on the Company’s behalf in compliance with it.
QCA Corporate Governance Code
The Corporate Governance disclosure was last reviewed and updated on 14 February 2023
All members of the Board believe strongly in the value and importance of good corporate governance and in its accountability to all its stakeholders, including shareholders, advisers, regulators and other suppliers. Robust corporate governance improves performance and mitigates risk and therefore is an important factor in achieving the medium to long term success of the Company.
The AIM Rules require AIM companies to apply a recognised corporate governance code. The Company has chosen to adhere to the Quoted Company Alliance’s Corporate Governance Code for Small and Mid-Size Quoted Companies (revised in April 2018) to meet the requirements of AIM Rule
The QCA Code is constructed around ten broad principles and a set of disclosures. The Board publishes its annual QCA Statement on Corporate Governance on its website each year and will also include a Corporate Governance report in the Company’s annual report and accounts.
The Board has considered how it applies each principle to the extent that it judges these to be appropriate in the circumstances. Set out below is an explanation of the approach taken by the Board in relation to each principle and how the Company will comply with each principle from Admission.
Like all aspects of the QCA Code, addressing the disclosure requirements is not approached as a compliance exercise; rather it is approached with the mindset of explaining and demonstrating the Company’s good governance to external stakeholders.
The role of the Chairman is to lead the Board and to oversee its function and direction. The Chair has the overall responsibility for implementing an appropriate corporate governance regime at the Company.
Establish a strategy and business model which promote long-term value for Shareholders.
The Company aims to progress the Group’s portfolio through targeted exploration programmes, with a primary focus on advancing the flagship Schreiber-Hemlo Properties and establishing the prospectivity of its wider Ontario portfolio with a view to securing potential JV/acquisition interest.
The Group aims to create viable sustainable exploration opportunities, as well as building strong links and opportunities with local communities. The Company also aims to deliver material upside for all stakeholders through further discovery and opportunities to crystalise value and to provide value drivers both short and medium term from its own project advancement and the success of neighbouring projects and acquisitions. The Group is targeting growth and establishing the Group as a significant exploration group.
Seek to understand and meet Shareholder needs and expectations
The Board recognises the importance of communication with its stakeholders and is committed to establishing constructive relationships with investors and potential investors in order to assist it in developing an understanding of the views of its Shareholders. The Company will also maintain a dialogue with Shareholders through formal meetings such as the annual general meeting, which will provide an opportunity to meet, listen and present to Shareholders. Shareholders are encouraged to attend the Annual General Meeting in order to express their views on the Company’s business activities and performance.
The Board welcomes feedback from key stakeholders and will take action where appropriate. The CEO is the Shareholder liaison and will meet with Shareholders regularly. The views of the Shareholders expressed during these meetings will be reported to the Board, ensuring that all members of the Board are fully aware of the thoughts and opinions of Shareholders.
Information on the Investor Relations section of the Company’s website is kept updated and contains details of relevant developments, Annual and Interim Results, Regulatory News Service announcements, presentation and other key information.
The Company will look to develop relationships with analysts as appropriate. The Company has also appointed an external investor relations firm which will provide a further point of contact for investors. The Board will from time to time review options for additional and more regular channels of communication with Shareholders.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Board recognises that the long-term success of the Company is reliant upon the efforts of employees, regulators and many other stakeholders. The Board has put in place a range of processes and systems to ensure that there is close oversight and contact with its key resources and relationships. The Company prepares and updates its strategic plan regularly together with a detailed rolling budget and financial projections which consider a wide range of key resources including staffing, consultants and utility providers.
All employees within the Group are valued members of the team, and the Board seeks to implement provisions to retain and incentivise all its employees. The Company offers equal opportunities regardless of race, gender, gender identity or reassignment, age, disability, religion or sexual orientation. The Company’s directors are in constant contact and seek to provide continual opportunities in which issues can be raised allowing for the provision of feedback. This feedback process helps to ensure that new issues and opportunities that arise may be used to further the success of the Company. Equity incentives are offered to employees.
The Company aims to have close ongoing relationships with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the Company.
Embed effective risk management, considering both opportunities and threats, throughout the organisation.
The Board recognises the need for an effective and well-defined risk management process and it oversees and regularly reviews the current risk management and internal control mechanisms.
The Board regularly reviews the risks facing the Company and seeks to exploit, avoid or mitigate those risks as appropriate. The Board is responsible for the monitoring of financial performance against budget and forecast and the formulation of the Company’s risk appetite including the identification, assessment and monitoring of Fulcrum’s principal risks. The Audit and Risk Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. Risk management is regularly on the agenda of the Board, Audit and Risk Committee and other senior management meetings. Additionally, the Board reviews the mechanisms of internal control and risk management it has implemented on an annual basis and assesses both for effectiveness.
The Board considers that in light of the control environment described above, an internal audit function is not considered necessary or practical due to the size of the Company and the day- to-day control exercised by the Executive Directors. However, the Board will monitor the need for an internal audit function. The Board has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
Maintain the board as a well-functioning, balanced team led by the chair
From Admission the Board will comprise Clive Garston, Ryan Mee, John Hamilton, Aidan O’Hara, Mitchell Smith and Alan Mooney. The Board is satisfied that all Directors will have adequate time to fulfil their roles.
The Board recognises the QCA recommendation for a balance between Executive and Non-Executive Directors and the recommendation that there be at least two Independent Non-Executives. The Board will take this into account when considering future appointments. However, all Directors are encouraged to use their judgement and to challenge matters, whether strategic or operational, enabling the Board to discharge its duties and responsibilities effectively.
The Board meets regularly and is responsible for formulating, reviewing and approving the Company’s strategy, budgets, performance, major capital expenditure and corporate actions. In order to be efficient, the Directors meet formally and informally both in person, by telephone and by video.
The Board aims to meet at least 6 times in the year and twice in person. Board Document authors are made aware of proposed deadlines prior to meetings.
The Company has in place an Audit and Risk Committee, a Remuneration Committee and an AIM Rules and UK MAR Compliance Committee with formally delegated rules and responsibilities. Fulcrum follows the QCA guidance that the Non-Executive Chairman is not the Chair of the committees, save for the AIM Rules and UK MAR Compliance Committee.
The Directors are committed to sound governance of the business and each devotes sufficient time to ensure this happens.
Directors’ conflict of interests
The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The Company believes that the current balance of skills in the Board as a whole reflects a very broad range of personal, commercial and professional skills, and notes the range of financial and managerial skills. The Non-Executive Directors maintains ongoing communications with Executives between formal Board meetings.
John Hamilton is the Company Secretary and helps the Company comply with all applicable rules, regulations and obligations governing its operation. The Company’s nominated adviser assists with AIM matters and ensures that all Directors are aware of their responsibilities.
In addition to their general Board responsibilities, Non-Executive Directors are encouraged to be involved in specific workshops or meetings, in line with their individual areas of expertise. The Board is kept abreast of developments of governance and AIM regulations. The Company’s nominated adviser provides Board AIM Rules refresher training as well as the initial training as part of a new
Director’s on boarding. All Directors develop their skills and capabilities through their continuing experiences.
The Directors have access to the Company’s nominated adviser, company secretary, lawyers, and auditors as and when required and are able to obtain advice from other external bodies when necessary. If required, the Directors are entitled to take independent legal advice and if the Board is informed in advance, the cost of the advice will be reimbursed by the Company.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Directors consider that the Company and Board are not yet of a sufficient size for a full Board evaluation to make commercial and practical sense. In the frequent Board meetings/calls, the Directors can discuss any areas where they feel a change would benefit the Company. As the Company grows, the Board, will re-consider the need for Board evaluation.
Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its Shareholders, and that Shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.
The Board places great importance on the responsibility of accurate financial statements and auditing standards comply with Auditing Practice Board’s and ethical standards for Auditors. The Board places great importance on accuracy and honesty and seeks to ensure that this aspect of corporate life flows through all that the Company does.
A large part of the Company’s activities is centred upon an open and respectful dialogue with all stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Directors consider that the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Board maintains that as the Company grows it intends to maintain and develop strong processes which promote ethical values and behaviours across all hierarchies.
The Board has adopted an anti-corruption and bribery policy. The bribery policy applies to all Directors and employees of the Group and sets out their responsibilities in observing and upholding a zero-tolerance position on bribery and corruption, as well as providing guidance to those working for the Company on how to recognise and deal with bribery and corruption issues and the potential consequences.
The Board complies with Rule 21 of the AIM Rules relating to dealings in the Company’s securities by the Directors, PDMRs and other applicable employees. To this end, the Company has adopted a Share Dealing Policy for Directors, PDMRs and other applicable employees appropriate for a company whose shares are admitted to trading on AIM and takes all reasonable steps to ensure compliance by the Directors and any relevant employees.
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The Board is committed to, and ultimately responsible for, high standards of corporate governance. The Board reviews the Company’s corporate governance arrangements regularly and expect to evolve this over time, in line with the Company’s growth. The Board delegates responsibilities to Committees and individuals as it sees fit.
The Chairman’s principal responsibilities are to ensure that the Company and its Board are acting in the best interests of shareholders. His leadership of the Board is undertaken in a manner which ensures that the Board retains integrity and effectiveness and includes creating the right Board dynamic and ensuring that all important matters, in particular strategic decisions, receive adequate time and attention at Board meetings. The CEO of the Company is the key contact for shareholder liaison and all other stakeholders. Executive Directors are responsible for the general day-to-day running of the business and developing corporate strategy.
The CEO has, through powers delegated by the Board, the responsibility for leadership of the management team in the execution of the Group’s strategies and policies and for the day-to- day management of the business. He is responsible for the general day-to-day running of the Group and developing corporate strategy while the Independent Non-Executive Directors are tasked with constructively challenging the decisions of executive management and satisfying themselves that the systems of business risk management and internal financial controls are robust.
All Directors participate in the key areas of decision-making, including the following matters:
+ Major Capital Expenditure
+ Corporate Actions
The Board delegates authority to three Committees to assist in meeting its business objectives, and the Committees meet independently of Board meetings.
Communicate how the Company is governed and is performing by maintaining a dialogue with Shareholders and other relevant stakeholders
The Board is committed to maintaining effective communication and having constructive dialogue with its stakeholders. The Company intends to have ongoing relationships with both its private and institutional Shareholders through meetings and presentations, and for them to have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all Shareholders are encouraged to attend the Company’s Annual General Meeting. The Board will disclose the result of General Meetings by way of announcement and discloses the proxy voting numbers to those attending the meetings. In order to improve transparency, the Board has committed to publishing proxy voting results on its website in the future. The Company maintains that, if there is a resolution passed at a General Meeting with over 20 per cent. votes against, the Company will seek to understand the reason for the result and where appropriate, take suitable action
Information on the Investor Relations section of the Group’s website is kept updated and contains details of relevant developments, regulatory announcements, financial reports and Shareholder circulars.
Shareholders with a specific enquiry can contact the Company on the website contact page. The Company uses electronic communications with shareholders in order to maximise efficiency.