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 Act does not provide for a specific corporate governance code and accordingly Wishbone has adopted the general principles of the QCA Corporate Governance Code (2018) (the “Corporate Governance Code”), to meet both the requirements of the Alternative Investment Market (AIM) and the Aquis Stock Exchange (AQSE). The Corporate Governance Code also applies to any subsidiaries or companies in which Wishbone has a majority voting interest, unless otherwise stated.
The Statement of the Corporate Governance Code is reviewed annually. Any amendments to the Statement of the Corporate Governance Code will be set out on the Company’s website.
1. Establish a strategy and business model which promotes long-term value for shareholders
Wishbone is a gold and precious metals exploration company with assets in Australia. It recently acquired four additional exploration properties in the Paterson Ranges area of Western Australia. These are in addition to the exisiting two properties in Queensland.
In June 2020 the Company revised its strategy to focus more resources on its exploration properties in Australia. The Company continues to review acquisition opportunities in all sectors.
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. The Company also maintains a Twitter account 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 via RNS, periodic media interviews and attendance at investor shows when possible.
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 the Company is bringing enhanced levels of conservation and care for the environment into the operations with which it is involved.
The Company has an open and compliant approach to its dealings with the regulators associated with the admission of the Company’s shares to trading on the AIM and AQSE. 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 that will have to be taken into account, in particular in relation to employees and the communities in which it becomes active. The Board seeks constructive feedback from all its stakeholders.
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.
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 a positive and negative perspective.
5. Maintain the Board as a well functioning, balanced team led by the Chairman
The Board currently comprises an Executive Chairman and four non-executive directors. This is considered appropriate and proportional to the Group’s present requirements.
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 Non-Executive 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 in a timely manner in order to facilitate a proper assessment of the matters requiring a decision or insight.
Jonathan Harrison, Alan Gravett, Michael Mainelli and David Hutchins 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. 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 a single executive director is appropriate, while the four non-executive directors provide a good balance of skills and experience. However, this Board does not comply with the Corporate Governance Code in all respects. Specifically, the office of Chairman and CEO are held by the same person. The Company is considering further executive appointments and the roles of Chairman and CEO may be split in the future as the Company grows.
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 meet officially once a year, at which time all members attend.
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.
The Company does not currently have a Nomination Committee, but the Board will consider whether one is needed as it develops.
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 new business strategies, 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 and CEO
- Jonathan Harrison, Senior Non-Executive Director
- Professor Michael Mainelli , Non-Executive Director
- Alan Gravett, Non-Executive Director
- David Hutchins, Non-Executive Director
Each board member is highly qualified in their respective fields. They keep their skills up to date through continuing professional development and contacts in their respective skill areas.
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, its committees and individuals is evaluated by way of comparison to the board and committee processes of companies at a similar stage of development and the skill levels of their members.
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.
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. If, and as, the Company takes on employees, it will develop further policies and working practices to be adopted by the Company and its employees. The Board will monitor these 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.
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 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 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 general meetings, regulatory releases and presentations at investor-oriented events.
The results of proposed resolutions at all general meetings of the Company are published via RNS.
Notices of all general meetings and annual report and accounts published by the Company for the last five years. You can view Company Reports & Accounts and Shareholder Circulars.
Updated: 30 June 2021