Board, Committees and Policies

Board

The Board is responsible for supervising the management of and overseeing the conduct of the business of the Company, providing leadership and direction to management, evaluating management, setting policies appropriate for the business of the Company and approving corporate strategies and goals.

Whilst day-to-day management of the business and affairs of the Company is delegated by the Board to the Chief Executive Officer and the senior management team, the Board has certain specific duties and responsibilities including, amongst other things, approving annually a strategic plan for the Group, identifying with the input of executive management the principal risks of the Group’s business and ensuring the implementation of appropriate systems to manage those risks, ensuring the Company has executive management of high calibre, overseeing the effectiveness of the Company’s internal control and management information systems, approving all capital plans and establishing priorities for the allocation of funds to ongoing operations and capital projects.

The matters reserved to the Board can be found here.

Matters reserved to the BoardDownload

The Board meets every two months, with four meetings each year held in-person (one of which takes place at South Crofty) and two meetings held virtually. Additional meetings are convened from time to time as circumstances dictate.

The Board comprises eight Directors, of whom one is the Chief Executive Officer and seven are Non-Executive Directors. The Board considers John F.G. McGloin, Stephen Gatley and Samantha Hoe-Richardson to be independent for the purposes of the QCA Code. None of the other Non-Executive Directors (including the Chairman) are considered to be independent. Tony Trahar is the nominated board representative of Vison Blue Resources Limited and James Whiteside is the nominated board representative of National Wealth Fund Limited. As previously announced, the Board intends to appoint a new independent non-executive director to the Board within six months of its admission to trading on AIM as a first step towards it complying with the independence requirements of the QCA Code for board and committee composition.

The Board has established the Audit Committee, the Nomination Committee, the Remuneration Committee and the Sustainability Committee with formally delegated duties and responsibilities, as described below.

Board Committees

Audit Committee

The Audit Committee, among other things, determines and examines matters relating to the financial affairs of the Group including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Group.

The Audit Committee comprises Kenneth A. Armstrong (Chair), Tony Trahar and Samantha Hoe-Richardson. Samantha Hoe-Richardson is considered to be an independent director for the purposes of the QCA Code. The Audit Committee does not therefore comprise a majority of independent members as recommended by the QCA Code.

The Audit Committee meets at least three times a year or more frequently as circumstances dictate. The Audit Committee meets at least annually with the Company’s external auditor in a separate session.

The terms of reference of the Audit Committee can be found here.

Audit committee terms of reference adopted 15 December 2026Download

Nomination Committee

The Nomination Committee was formed on 21 January 2026. Its purpose is to develop and implement a robust process for the identification and appointment of new directors, to oversee the process for the appointment of executive management and to identify the skills, experience, capabilities and background required for directors and executive management to support the next stage of the Group’s development.

The Nomination Committee comprises Samantha Hoe-Richardson (Chair), John F.G. McGloin, Tony Trahar and James Whiteside. Samantha Hoe-Richardson and John McGloin are considered to be independent directors for the purposes of the QCA Code.

The Nomination Committee meets at least twice a year and at such other times as required including, for example, if the Company is recruiting additional directors.

The terms of reference of the Nomination Committee can be found here.

Terms of reference for nomination committee adopted 9 February 2026Download

Remuneration Committee

The Remuneration Committee is responsible for determining and agreeing with the Board the policy for the remuneration of the executive directors and other key employees of the Group as it is designated to consider. Within the terms of the agreed remuneration policy, the Remuneration Committee determines the total individual remuneration packages of the executive directors and such key employees, including bonuses, incentive payments and share awards and the terms of their appointment. The Remuneration Committee also determines each year whether awards will be made under the Company’s share incentive plans, and the overall amount, timing, exercise price and conditions of such awards.

The Remuneration Committee comprises John F.G. McGloin (Chair), Tony Trahar and Samantha Hoe-Richardson. Samantha Hoe-Richardson and John McGloin are considered to be independent directors for the purposes of the QCA Code.

The Remuneration Committee meets at least twice a year and otherwise as required.

The terms of reference of the Remuneration Committee can be found here.

Remuneration committee terms of reference adopted 15 December 2026Download

Sustainability Committee

The Sustainability Committee is responsible for embedding the Company’s commitment to responsible business practices by overseeing the development of its sustainability programme and monitoring the Company’s governance, health and safety, environmental and social performance. A primary goal for the Sustainability Committee, once the programme is sufficiently developed, is public disclosure of the Company’s sustainability approach and performance to a recognised industry standard.

The Sustainability Committee comprises Stephen Gatley (Chair), Patrick F.N. Anderson and Samantha Hoe-Richardson. Samantha Hoe-Richardson and John McGloin are considered to be independent directors for the purposes of the QCA Code.

The Sustainability Committee meets at least four times each year, or more frequently as required.

The terms of reference of the Sustainability Committee can be found here.

Sustainability committee terms of reference adopted 15 December 2026Download