Corporate Governance

The Company, being listed on AIM, is not required to comply with the Combined Code. However the Company has given consideration to the code provisions set out in Section 1 of the Combined Code 2006 ("the Code") on Corporate Governance annexed to the Financial Services Authority Listing Rules. The Directors support the objectives of the Code and intend to comply with those aspects that they consider relevant to the Group's size and circumstances. Details of these are set out below. A statement of the Directors' responsibilities in respect of the financial statements is set out on page 15 of 2007 Annual Report. Below is a brief description of the role of the Board and its committees, including a statement regarding the Group's system of internal financial control.

The Board of Directors

The Board currently comprises two Executive and three Non-Executive Directors. The Board meets approximately every one to two months and is responsible, inter alia for setting and monitoring Group strategy, reviewing trading performance, ensuring adequate funding, examining major acquisition opportunities, formulating policy on key issues and reporting to the Shareholders.

Internal Financial Control

The Board is responsible for establishing and maintaining the Group's system of internal financial controls. Internal financial control systems are designed to meet the particular needs of the Group concerned and the risk to which it is exposed, and by its very nature can provide reasonable, but not absolute, assurance against material misstatement or loss. The Directors are conscious of the need to keep effective internal financial control. Due to the relatively small size of the Group's operations, the Directors are very closely involved in the day-to-day running of the business and as such have less need for a detailed formal system of internal financial control. The Directors have reviewed the effectiveness of the procedures presently in place and consider that they are appropriate to the nature and scale of the operations of the Group. Directors frequently visit the Kyrgyz Republic to oversee the operational activities. All the material business plans are appraised and agreed by the Board. The Board also engages independent professional advice on risk assessment matters where appropriate. It is the Board's policy to ensure that the management structure and the quality and integrity of the personnel are compatible with the requirements of the Group.

The Audit Committee

An Audit Committee has been established which comprises the two Non-Executive Directors - Sean Finlay (who chairs the Committee) and Haresh Kanabar. The Committee is responsible for ensuring that the financial performance of the group is properly reported on and monitored, and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal controls. The Committee also reviews the Group's annual and interim financial statements before submission to the Board for approval. The role of the audit committee is also to consider the appointment of the auditors, audit fees, scope of audit work and any resultant findings.

The Remuneration Committee

The Remuneration Committee comprises the two Non-Executive Directors - Haresh Kanabar (who chairs the Committee) and Sean Finlay. It is responsible for reviewing the performance of the Executive Directors and for setting the scale and structure of their remuneration, paying due regard to the interests of shareholders as a whole and the performance of the Group. The remuneration of the Chairman and the Non-Executive Directors is determined by the Board as a whole, based on a review of the current practices in other companies.

The Nomination Committee

The Nomination Committee comprises the two Non-Executive Directors - Sean Finlay (who chairs the Committee) and Haresh Kanabar. The Committee is responsible for reviewing the size, structure and composition of the Board of Directors, succession planning and identifying and monitoring candidates for all Board vacancies.

Sean Finlay

Non Executive Chairman
Sean is a professional geologist and chartered engineer. He has over 30 years...Read More...
Sean Finlay

Mark Jones

Chief Executive Officer
Mark is a professional General Manager with 25 years experience in Mining..Read More...
Mark Jones

Haresh Kanabar

Non-Executive Director
Haresh qualified as a certified accountant in 1986. Following a number of...Read More...
Haresh Kanabar

Christopher Eadie

Chief Financial Officer
Chris is a Chartered Accountant with ten years post qualification experience..Read More...
Chris Eadie

Dr Colin Knight

Non Executive Director
Dr Knight’s formidable international mining experience has been gained...Read More...
Colin Knight

David Bryans

Aurum Mining Consultant
David has extensive experience of identifying and developing gold...Read More...
David Bryans
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