Corporate Governance

    Wishbone Gold Plc

    Code of Corporate Governance

     

    Wishbone Gold Plc (Wishbone or the Company) is registered in Gibraltar and, as such, complies with the Gibraltar Companies Act 2014. This does not provide for a specific corporate governance code and accordingly Wishbone has adopted the principles of the QCA Corporate Governance Code to meet both the requirements of the Alternative Investment Market (AIM) and the NEX Exchange (NEX). The Corporate Governance Code will also apply to any subsidiaries or companies in which Wishbone has a majority voting interest, unless otherwise stated.

    The Statement on the Code of Corporate Governance is set out below and on the Company website (www.wishbonegold.com). The Code of Corporate Governance will be reviewed annually. Subsequent amendments to the Code of Corporate Governance will be set out in future Annual Reports and on the website.

    Wishbone Corporate Code

    1. Establish a strategy and business model which promotes long-term value for shareholders

    Wishbone has been focussed on developing and expanding on current trading strategies, specifically in gold exploration and gold bullion trading. One of the company’s strategies is reverse integration, where the company supplies equipment and expertise to artisanal miners to increase production. This strategy is progressing in Central America and is currently expanding in Africa and Asia.

    It is the intention of the Board to publish a statement in accordance with Principle 1 for inclusion in the annual report and accounts for the year to 31 December 2018; a limited statement, not in accordance with Principle 1, was included in the annual report and accounts for the year to 31 December 2017.

    2. Seeks to understand and meet shareholder needs and expectations

    The Board encourages constructive feedback from its shareholders on their needs and expectations for the Company through question and answer sessions at its annual general meeting and at other online and in-person presentations by board members that the Company organise; we have undertaken two such presentations during 2018 so far. The Company also maintains a Twitter account (https://twitter.com/WishboneGoldplc) to provide communications with shareholders. The Chairman and the Board have been mindful of the importance of communication with shareholders and have been successful by communicating about the Honduras production, and on other matters including the change of broker and admission to NEX during the year by the issue of news bulletins (via RNS (https://wishbonegold.com/news/rns.html) when appropriate), periodic media interviews (https://wishbonegold.com/news/media-coverage.html) and attendance at the UK Investor Show (). In addition, the Chief Financial Officer and the Chairman attended and presented at the annual UK Investor Show in April 2018 in London, where the Chairman met some of the Company Shareholders and discussed the recently published updated trading report. We seek at all times to provide open and realistic communications with shareholders while ensuring compliance with our regulatory obligations.

    The primary point for investor relations’ contacts is Damson Communications, which can be contacted at This email address is being protected from spambots. You need JavaScript enabled to view it..

    3. Takes into account wider stakeholder and social responsibilities and their implications for longer term success

    Wishbone takes social responsibility extremely seriously. The Chairman has been involved in conservation charities for many years and, in the operations in Africa, the Company is bringing enhanced levels of conservation and care for the environment into the operations with which it is involved.

    In particular the artisanal miner programs currently under discussion in Africa provide employment within a structured environment and enables the country to collect taxes and calculate shipment of resources, thus boosting GDP and preventing the devastation of the environment and ecosystem, which normally accompanies illegal mining.

    The Company has an open and compliant approach to its dealings with the regulators concerned with the admission of the Company’s shares to trading on the AIM and NEX. The Board seeks to identify suppliers that provide the right balance of capabilities and cost and are identified purely on an arms-length commercial basis. The Company’s suppliers will be paid in line with agreed payment terms and the Board will act in an ethical manner in all dealings and expect the same from its suppliers.

    The Board recognises that as it develops, there will be wider stakeholder and social responsibilities, which will have to be taken into account, in particular in relation to employees (currently there are none) and the communities in which it becomes active. The Board will seek constructive feedback (https://wishbonegold.com/contact-us.html) from all its stakeholders and Jonathan Harrison has been designated as the Non-Executive director to whom any stakeholders may provide open and confidential feedback.

    4.  Embed effective risk management, considering both opportunities and threats throughout the organisation

    The Board is responsible for the systems of risk management and internal control, as well as reviewing their suitability and effectiveness. Given the countries in which the group operates insurance is used to mitigate risk wherever possible.

    The Board identifies and addresses all risks based on a considered assessment of the likelihood of a risk occurring and the magnitude of the risk to the Company were it to occur, from both an upside and downside perspective. Currently the Company’s risks primarily relate to supplier selection and treasury functions. The Board take a collegiate approach to risk management to avoid problems with risks being placed in silos.

    It is the intention of the Board to provide an updated risk management approach, in accordance with Principle 4, for inclusion in the annual report and accounts for the year to 31 December 2018; a limited statement, not in accordance with Principle 4, was included in the annual report and accounts for the year to 31 December 2017.

    5.  Maintain the Board as a well functioning, balanced team lead by the Chairman

    The Board currently comprises an Executive Chairman and three non-executive directors.

    At the senior management level, a Chief Operating Officer controls the day to day running of the business and a Chief Financial Officer controls the accounting and reporting, both of whom report to the Executive Chairman.

    The Board continually reviews Wishbone’s blend and range of skills and experience and will make changes and additions if necessary.

    The Executive Chairman assisted by the Senior Independent Director (Jonathan Harrison) take a position of leadership on all matters of Corporate Governance. They are supported in this by the Company Secretary, who ensures that the Board (and any Board Committees) are provided with high quality information on a timely manner in order to facilitate a proper assessment of the matters requiring a decision or insight.

    The following directors are regarded as independent:

    • Jonathan Harrison;

    • Michael Mainelli;

    • Alan Gravett

    Alan Gravett and Michael Mainelli are considered by the Board to be independent Non-Executive Directors, notwithstanding that under their respective letters of appointment each may be paid in Ordinary Shares as an alternative to cash, at the election of the Company, and they each have common directorships with other members of the Board. This matter of independence will be re-visited by the Board on a periodic basis.

    With the Company in its current state of development, the Board believes that the single executive director is appropriate, while the three non-executive directors provide a good balance of skills and experience.

    The Board of Directors is scheduled to meet formally four times a year.

    The Company has an Audit Committee. The members of the Audit Committee are Jonathan Harrison and Michael Mainelli. The Audit Committee is scheduled to meet as necessary to conclude the audit, and met once in the year to 31 December 2017, at which all members attended.

    The Company has a Remuneration Committee. The members of the Remuneration Committee are Michael Mainelli and Jonathan Harrison. The Remuneration Committee is scheduled to meet once a year and met once in the year to 31 December 2017.

    The Company does not currently have a Nomination Committee, but the Board will consider whether one is needed once its future business strategy is decided.

    It is the intention of the Board to provide an update on Principle 5 for inclusion in the annual report and accounts for the year to 31 December 2018; a limited statement, not in accordance with Principle 5, was included in the annual report and accounts for the year to 31 December 2017.

    6.  Ensure that between them, the directors have the necessary up-to-date experience, skills and capabilities

    The Board consists of seasoned and well-qualified individuals with a broad range of business and industry expertise. The Board keeps these matters under continual review.

    As the Company develops its new business strategy, these matters will need to be reviewed, as will the diversity and gender balance of the Board.

    The Board of Directors consists of:

    • Richard Poulden, Executive Chairman

    • Jonathan Harrison, Senior Non-Executive Director

    • Professor Michael Mainelli , Non-Executive Director

    • Alan Gravett, Non-Executive Director and Company Secretary

    Details of each director’s relevant experience, skills and personal qualities can be found here (https://wishbonegold.com/company/directors-management.html). Each board member keeps their skills up to date through a combination of [courses, continuing professional development through professional bodies and reading.

    It is intended that the Company will include a statement in accordance with Principle 6 in the annual report and accounts for the year to 31 December 2018; no statement in accordance with Principle 6 was included in the annual report and accounts for the year to 31 December 2017.

    7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

    As the Company formulates, approves and implements new business strategies, the Board develops performance and evaluation criteria specifically for each sector. Given the size and development stage of Wishbone this is carried out internally without the assistance of third parties.

    The performance of the Board is evaluated through review of board processes against companies at a similar stage of development. The criteria against which board, committee and individual effectiveness is considered through comparison of skill levels and processes at companies of a similar stage of development.

    These evaluations were not undertaken in previous years. It is intended that these evaluations shall be undertaken annually, after the end of each financial year but prior to the publication of the respective annual report and accounts.

    The Company’s approach to succession planning is to bring talented individuals into the group at an operating level with the objective of their graduating to Board level in due course.

    It is intended that the Company will include a statement in accordance with Principle 7 in the annual report and accounts for the year to 31 December 2018; no statement in accordance with Principle 7 was included in the annual report and accounts for the year to 31 December 2017.

    8. Promote a corporate culture that is based on ethical values and behaviours

    As set out in Principle 3 (above) the Board maintains high standards of transparency and integrity in all its business conduct. The current number of employees is below 10. If, and as, the Company increases its payroll, it will develop further policies and working practices to be adopted by employees. The Board will monitor the policies and working practices.

    The Board ensures that ethical values and behaviours are recognised and respected through its entire operating structure as set out in Principle 3.

    It is intended that the Company will include a statement in accordance with Principle 8 in the annual report and accounts for the year to 31 December 2018; no statement in accordance with Principle 8 was included in the annual report and accounts for the year to 31 December 2017.

    9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.

    The Company holds regular Board meetings and the Board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and acquisitions. The Company currently has an Executive Chairman; it does not currently have a Chief Executive Officer. The Executive Chairman’s Role is to develop the strategy of the Company in conjunction with the Board and to execute that strategy.

    Currently there are two Board Committees, an Audit Committee and Remuneration Committee. Other Committees will be established if and when the business requires. Membership of these committees can be found in the statement regarding Principle 5. The roles of these committees, as well as what matters are respectively reserved for the Board, can be found in the terms of reference of both these committees, which can be viewed on the Company’s website.

    The Board intends to evolve its approach to Corporate Governance alongside the development of its business.

    10. Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

    The Executive Chairman of Wishbone has overall responsibility for Corporate Governance. The principles of corporate governance are satisfied through the discharge of specific responsibilities for Leadership, Board Management Relationships, Board Committees, Board Meetings and any other duties, which the Board may request from time-to-time.

    Dialogue is maintained through regulatory releases and presentations at investor-oriented events, which generally incorporate question and answer sessions.

    The votes at all general meetings of the Company from 2018 will be published here on the Company’s website.

    If any significant proportion of votes (>20% of independent votes) cast are against a resolution, the Board will provide an explanation on the same page of the action it intends to take.

    Notices of all general meetings and annual report and accounts published by the Company for the last five years can be viewed here (https://wishbonegold.com/investors/reports-accounts.html, https://wishbonegold.com/investors/shareholder-circulars.html).

    It is intended that the Company will include a statement in accordance with Principle 10 in the annual report and accounts for the year to 31 December 2018; no statement in accordance with Principle 10 was included in the annual report and accounts for the year to 31 December 2017.

    The above information has been updated on 27 September 2018.


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