The board of directors (the “Board”) recognises that good corporate governance is of fundamental importance to the success of Cornish Metals plc (the “Company”). The Board is committed to sound corporate governance practices, both in the interests of its shareholders and to contribute to effective and efficient decision-making.
The Board is responsible for the direction and oversight of all the activities of the Company and its subsidiaries (the “Group”). The Board seeks, through effective and efficient decision-making, to ensure that the Group is managed for the long-term benefit of all shareholders. Ensuring good standards of corporate governance is an important part of the Board’s role, with twin objectives being to reduce risk and at the same time to add value to our business. The Chairman is responsible for ensuring the Board functions effectively, particularly with regards to corporate governance matters.
The Board, its committees and the governance arrangements adopted by the Company are aligned with, and supportive of, the Company’s vision to be the chosen supplier of secure and responsible tin for a sustainable future enabling it to create value for its shareholders, employees and communities in which it operates, through the production of tin for use by society with a commitment to health, safety, social and environmental responsibility.
The Board has adopted the latest version of the QCA Corporate Governance Code (2023) (the “QCA Code”) and strives to follow the 10 principles outlined within it to the fullest extent possible taking into consideration the stage of development of the Company. Implementation by the Company of all aspects of the QCA Code is ongoing.
Details of how the Group addresses the key governance principles defined in the QCA code are set out below.
Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders
The Company aims to be the chosen supplier of secure and responsible tin by becoming a primary producer in Europe. In the near term, the Company is advancing the high-grade South Crofty tin project towards production. Current key near term targets include arranging project financing in advance of a final investment decision and progressing mine dewatering and shaft refurbishment activities ahead of underground development. Further details of the Company’s purpose, business model and strategy for the medium to long term, including key challenges in their execution (and how those are addressed) will be set out in the strategic report in its future annual report and accounts.
Project targets are regularly reviewed and the Board holds at least one session each year dedicated to strategy, which includes input from senior members of the Company and any necessary external advisers. A strategic report reflecting the outcome of such sessions will be included in the Company’s future annual reports and accounts.
The principal risks and uncertainties facing the Group will be set out in the strategic report in the Company’s annual reports and accounts. The Board has identified and deploys mitigation steps to manage these risks and confront the day-to-day challenges of the business. See in addition, Principle 5 below.
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Directors recognise that their decisions regarding strategy and risk will impact the corporate culture of the Group, influencing its overall performance. The culture is set by the Directors and is considered and discussed at meetings involving the Directors. The Board is aware that the tone and culture it sets impacts all aspects of the Group and the way that its employees behave. The Directors promotes a culture of integrity, honesty, trust and respect and all employees of the Group are expected to operate in an ethical manner in all of their internal and external dealings.
The Directors take responsibility for fostering ethical values and behaviours throughout the Group, ensuring that such values and behaviours guide the objectives and strategy of the Group. The Company has implemented a number of policies to promote a culture based on ethical values and behaviours. These policies include a code of business conduct and ethics, an anti-corruption and bribery policy, an anti-slavery and human trafficking policy, a diversity, equality and inclusion policy and a whistleblowing policy. The whistleblowing hotline is administered by a third-party specialist provider. In addition, the Company has implemented a share dealing code for directors’ and employees’ dealings in its securities, aligning with Rule 21 of the AIM Rules for Companies and complying with the EU Market Abuse Regulation as implemented in the UK.
Further details of the corporate culture of the Group, how it supports the Company’s purpose, strategy, and business model, and how the Board support, assess and monitor the corporate culture will be set out in the strategic report in the Company’s annual reports and accounts.
Principle 3: Seek to understand and meet shareholder needs and expectations
The Board is committed to open and ongoing engagement with shareholders. The Board communicates with shareholders through the Company’s:
- annual report and accounts;
- interim and full-year results announcements;
- trading updates (where required or appropriate);
- annual general meetings;
- regular meetings with institutional investors and analysts; and
- the Company’s investor relations website (in particular, the “News” and “AIM Rule 26” pages).
With a view to protecting minority shareholders, the Company has entered into a relationship agreement with its major shareholder, Vision Blue Resources Limited, and its nominated adviser, S.P. Angel Corporate Finance LLP (“SP Angel”), and a relationship agreement with its other major shareholder, National Wealth Fund Limited, and SP Angel, to ensure that the Company is able to carry on its business independently and to regulate the relationship between them on an arm’s length and normal commercial basis.
The Chief Development Officer is the primary contact on behalf of the Board for shareholders.
Regular meetings are held between the Chief Executive Officer, the Chief Development Officer and institutional investors and analysts to ensure that the Company’s strategy, financials and business developments are communicated effectively.
Led by the Chairman, the Board proactively engages with the shareholders on governance matters. The chairs of the Audit Committee, Nomination Committee, Remuneration Committee and Sustainability Committee also make themselves available for engagement with shareholders. The Board intends to engage with shareholders who do not vote in favour of resolutions at annual general meetings to understand their motivation.
Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
The Company’s mission statement is to create value for its shareholders, employees and communities in which it operates, through the production of tin for use by society and a commitment to health, safety, and social and environmental responsibility. The Board has established the Sustainability Committee to assist the Board in defining and regularly reviewing the Group’s strategy relating to sustainability and related matters including governance, health and safety, environmental and social performance. Details of the Sustainability Committee, its responsibilities and the environmental and social issues that the Board has identified as being material to the Company will be set out in the sustainability committee report in the Company’s future annual reports and accounts.
The Company has implemented a number of policies to promote a culture which takes into account wider stakeholder interests, including social and environmental responsibilities. These policies include a sustainability and environmental, social and governance policy and a whistleblowing policy. In addition, the Company will publish an annual sustainability report on its material sustainability-related impacts, risks and opportunities and its efforts to address those impacts. The Group published its 2024 Sustainability Report in June 2025.
The Company takes a proactive approach to stakeholder engagement. Cornish Canada’s 2024 Sustainability Report identifies the Group’s key stakeholder groups and provides a summary of how it identified those stakeholders, why and how the Group engages with those stakeholders, as well as key topics and issues raised. The frequency of communication is tailored to the specific stakeholder group being, for example, daily for employees; weekly or monthly as required for suppliers; as appropriate depending on our activities at the time for members of the local community; and quarterly for our local liaison group.
The Chief Executive Officer maintains an ongoing dialogue with stakeholders to inform strategy and the day-to-day running of the business.
Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
The Board has put in place a risk management framework that identifies and addresses all relevant risks in order to execute and deliver on its corporate purpose and strategy. In setting strategy, the Company will determine the extent of its risk tolerance and risk appetite, ensuring that a balanced view of risk is achieved, and, as well as threats, it will consider opportunities and the potential for value creation.
The Company has adopted a risk management policy. Furthermore, the Group operates a risk framework including a risk register that is overseen by the Audit Committee. The risk register is signed off annually by the Board and will be set out in the strategic report in the Company’s future annual reports and accounts. The Chief Executive Officer and Audit Committee review the risk register regularly throughout the year.
The principal risks facing the Group and the industry in which it operates will be set out in the strategic report in the Company’s future annual reports and accounts and reviewed at least once a year.
Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the chair
The Board currently comprises eight directors:
- Patrick Anderson (Chairman), Kenneth Armstrong, John McGloin, Stephen Gatley, Anthony Trahar, Samantha Hoe-Richardson (Senior Independent Director), and James Whiteside as Non-Executive Directors; and
- Don Turvey as Chief Executive Officer.
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 biographies of the Directors can be found here.
John McGloin, Stephen Gatley and Samantha Hoe-Richardson are considered by the Board to be independent Non-Executive Directors and were selected with the objective of bringing experience and independent judgement to the Board. Ms. Hoe-Richardson was appointed Senior Independent Director on 21 January 2026.
The Board has been constructed to ensure that it has the right balance of skills, experience, independence and knowledge of the business. The Board intends to evaluate its skills, experience and diversity on an annual basis and to review its skills and diversity matrix to profile for any gaps when considering board succession and recruitment.
The Board meets every two months with the intention that at least four meetings are held in-person each year, one of which will be held at South Crofty, and two meetings are held virtually. Additional meetings are convened as and when required. Processes are in place to ensure that each member of the Board is, at all times, provided with such information as is necessary for him or her to discharge his or her duties.
The Chairman is expected to devote 24 days per year, and the other Non-Executive Directors are expected to devote 12 days a year, to their respective roles. The Chief Executive Officer may not, without the prior written consent of the Board carry on or be engaged in any other trade, profession, business or occupation or hold any directorship or other office in any company. The Non-Executive Directors must seek the agreement of the Board before accepting additional commitments that might affect the time they are able to devote to their respective roles.
All the Directors will stand for re-election at the 2026 and subsequent annual general meetings.
The Board is also supported by the Audit Committee, the Remuneration Committee, the Sustainability Committee and, with effect from 21 January 2026, the Nomination Committee.
The Audit Committee is chaired by Ken Armstrong and comprises three Non-Executive Directors, only one of whom 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 purpose of the Audit Committee is to support the Board in providing confidence to shareholders on the integrity of the financial results of the Company expressed in the annual report and accounts and other relevant public announcements of the Company. Details of the Audit Committee can be found here.
The Nomination Committee, chaired by Samantha Hoe-Richardson, was formed on 21 January 2026 and is comprised of four Non-Executive Directors, two of whom are considered to be independent directors for the purposes of the QCA Code. The purpose of the Nomination Committee is, inter alia, 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. Details of the Nomination Committee can be found here.
The Remuneration Committee comprises three Non-Executive Directors, two of whom are considered to be independent directors for the purposes of the QCA Code, and is chaired by John McGloin. The purpose of the Remuneration Committee is to ensure that the executive directors and other key employees of the Group as it is designated to consider (together the “Executives”) are fairly rewarded for their individual contribution to the overall performance of the Group; and to demonstrate that the remuneration of the Executives is set by a committee of the Board whose members have no personal interest in the outcome of the decisions of the Remuneration Committee and who will have due regard to the interests of shareholders. Details of the Remuneration Committee can be found here.
The Sustainability Committee, chaired by Stephen Gatley, is comprised of three Non-Executive Directors, two of whom are considered to be independent directors for the purposes of the QCA Code. The purpose of the Sustainability Committee is, inter alia, to advise the Board in defining, and overseeing implementation of, and reviewing regularly, the Group’s strategy relating to sustainability and related matters (including governance, health and safety, environmental and social performance). Details of the Sustainability Committee can be found here.
Following the appointment of the new independent non-executive director, the Board intends to review the membership of its committees so as to comply with the independence requirements of the QCA Code for committee composition.
Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
The Chairman leads the Board and is responsible for its governance structures, performance and effectiveness. The Chief Executive Officer is responsible for the operation of the business and delivering the strategic goals agreed by the Board. The Non-Executive Directors are responsible for bringing independent and objective judgement to Board decisions. The Chief Development Officer is the primary contact on behalf of the Board for shareholders and is responsible for ensuring that the link between the Board and the shareholders is strong and efficient.
The Board is supported by the Audit Committee, the Remuneration Committee, the Sustainability Committee and the Nomination Committee. Details of these committees and their responsibilities and activities are set out under Principle 6 above and will also be set out in the reports by the committees in the Company’s annual reports and accounts. From time to time, separate committees may be set up by the Board in order to consider and address specific issues, as and when they arise.
The Board intends to review the governance framework on an annual basis to ensure it remains effective and appropriate for the business going forward. As referred to under Principle 6 above, the Board intends to appoint a new independent non-executive director to the Board within six months of its admission to trading on AIM.
All Directors have full access to and support from the Company Secretary, who serves as secretary to both the Board and its Committees, providing guidance and assistance on compliance with applicable corporate governance matters, regulations and procedures. The Directors also have access to the Company’s senior management team who are available to keep the Board fully informed on all relevant matters. The Board intends to make available resources and training to support the Directors in updating and developing the knowledge and skills required to perform their duties effectively.
Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
In January 2026 the Company completed its first board evaluation process led by the Chaiman to review the performance of the Board and its committees to ensure that members of the Board and the committees provide a relevant and effective contribution. Directors were asked to complete a questionnaire prepared by the Company Secretary. The responses to the questionnaires were collated by the Company’s solicitors, Fieldfisher, and presented by them on an unattributed basis at a meeting of the Directors. The Chairman subsequently presented at a board meeting a summary of the key themes identified by the evaluation process together with a number of suggested objectives and action items. The Board discussed the key themes, objectives and action items. While the Board agreed that it and its committees were operating effectively, it instigated a number of actions including:
- in recognition of the Company’s continuing development and growing maturity, to strengthen its corporate governance framework further by appointing Samantha Hoe-Richardson as Senior Independent Director;
- to ensure the Board and the senior executives have the skills and experience required to guide the Group through the next phases of its development by forming the Nomination Committee to identify and appoint new directors to the Board, to oversee the process for the appointment of executive management and to formalise succession planning;
- to continue to develop the clarity and quality of project and financial reporting to enable the Board to monitor effectively the Company’s performance against its project schedule for South Crofty, budget, cashflow, funding and other key outcomes;
- to enhance its risk management processes and reporting so that they are more fully aligned to its capacity, appetite and tolerance for risk.
The Board will conduct subsequent board evaluation reviews annually and will present the results and actions taken as a result of those reviews in its future annual reports and accounts. While such board evaluations will usually take the form of an internally conducted process, the Board will from time to time engage an external independent party to facilitate the review.
The Board intends to put in place during 2026 a robust process for succession planning for both the senior management team and the Non-Executive Directors. As referred to under Principle 6 above, the Board intends to appoint a new independent non-executive director to the Board within six months of its admission to trading on AIM.
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The Board is responsible for establishing an effective remuneration policy which is aligned with the Group’s purpose, strategy and culture, as well as its stage of development. The Board acknowledges that a remuneration policy should motivate management and promote the long-term growth of shareholder value. Remuneration practices across the Group, in particular for senior management, should support and reinforce the desired corporate culture and promote the right behaviours and decisions.
The Board has established the Remuneration Committee which is responsible for all elements of the remuneration of the Executives. The Remuneration Committee’s duties are, inter alia, to determine and agree with the Board the policy for the remuneration of the Executives, with such remuneration being aligned to the Company’s purpose, strategy and culture. Within the terms of the agreed remuneration policy and in consultation with the Chairman and/or the Chief Executive Officer as appropriate, the Remuneration Committee will determine the total individual remuneration package of each Executive including bonuses, incentive payments and share awards.
The Remuneration Committee determines each year whether awards will be made under the Company’s long term incentive plan, and if so, the overall amount, timing, exercise price and conditions of such awards, the individual awards to the employees of the Group and the performance targets to be used. It will review the design of any future share incentive plans for approval by the Board and shareholders.
How the Company’s remuneration structure and practice supports the delivery and attainment of the Company’s purpose, business model, strategy, and culture will be set out in the report by the Remuneration Committee in the Company’s annual report and accounts.
The Company will put its annual remuneration report and remuneration policy to an advisory shareholder vote at its annual general meetings.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
The Board recognises the importance of ensuring that a healthy dialogue should exist between the Board and all of its key stakeholders, including the shareholders, and intends to be proactive in its communications to enable all interested parties to come to informed decisions about the Company.
In addition to using the methods of communication outlined under Principle 3 above, the Company will communicate with its key stakeholders, including shareholders, through regular stakeholder engagement events and other activities.
The Company’s website is updated on a regular basis with information regarding the Group’s activities and performance. The Company’s reports, presentations, notices of annual general meetings, and results of voting at shareholder meetings will also be made available on the website.
