Corporate governance

This disclosure was last reviewed and updated on 19 October 2021.


Overview

All members of the Board strongly believe in the value and importance of good corporate governance and in its accountability to all of its stakeholders, including shareholders, advisers, regulators and other suppliers. Robust corporate governance improves performance and mitigates risk and therefore is an important factor in achieving the medium- to long- term success of the Company.

The QCA Corporate Governance Code

The AIM Rules require AIM companies to apply a recognised corporate governance code. The Company chose to adhere to the Quoted Company Alliance’s (“QCA”) Corporate Governance Code for Small and Mid-Size Quoted Companies (revised in April 2018) to meet the requirements of AIM Rule 26.

The QCA Code is constructed around ten broad principles and a set of disclosures. The Board publishes its annual QCA Statement on Corporate Governance on its website each year in September and includes a Corporate Governance report in the Group’s annual report and accounts.

The Board has considered how it applies each principle to the extent that it judges these to be appropriate in the circumstances. Set out below is an explanation of the approach taken by the Board in relation to each principle.

Like all aspects of the QCA Code, addressing the disclosure requirements is not approached as a compliance exercise; rather it is approached with the mindset of explaining and demonstrating the Company’s good governance to external stakeholders.

The role of the Chairman is to lead the Board and to oversee its function and direction. The Chair has the overall responsibility for implementing an appropriate corporate governance regime at the Company.

Establish a strategy and business model which promote long-term value for Shareholders

The Board has concluded that the highest medium- and long-term value that be delivered to Shareholders is by owning and operating high-carbon metallurgical coal mines in North America. The Company owns and operates the Ben’s Creek mining project situated in the southern part of West Virginia.

The Company may seek to make further acquisitions of metallurgical coal mines in the future.

Seek to understand and meet Shareholder needs and expectations

The Board recognises the importance of communication with its stakeholders and is committed to establishing constructive relationships with investors and potential investors in order to assist it in developing an understanding of the views of its shareholders. The Company also maintains a dialogue with shareholders through formal meetings such as the annual general meeting, which provides an opportunity to meet, listen and present to shareholders. Shareholders are encouraged to attend the annual general meeting in order to express their views on the Company’s business activities and performance. Members who have queries regarding the Company’s AGM can contact the Registrars Shareholder helpline on 0121 585 1131 or +44 121 585 1131 if calling from outside the UK.

The Board welcomes feedback from key stakeholders and will take action where appropriate. The CEO is the shareholder liaison and meets with shareholders regularly. The views of the shareholders expressed during these meetings are reported to the Board, ensuring that all members of the Board are fully aware of the thoughts and opinions of shareholders.

Information on the Investor Relations section of the Company’s website is kept updated and contains details of relevant developments, Annual and Interim Results, Regulatory News Service announcements, presentation and other key information.

The Company will look to develop relationships with analysts as appropriate. The Company has also appointed an external investor relations firm which will provide a further point of contact for investors. The Board is also reviewing options for additional and more regular channels of communication with shareholders.

Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board recognises that the long-term success of the Company is reliant upon the efforts of employees, regulators and many other stakeholders. The Board has put in place a range of processes and systems to ensure that there is close oversight and contact with its key resources and relationships. The Company prepares and updates its strategic plan regularly together with a detailed rolling budget and financial projections which consider a wide range of key resources including staffing, consultants and utility providers.

All employees within the Company are valued members of the team, and the Board seeks to implement provisions to retain and incentivise all its employees. The Company offers equal opportunities regardless of race, gender, gender identity or reassignment, age, disability, religion or sexual orientation. The Company’s directors are in constant contact and seek to provide continual opportunities in which issues can be raised allowing for the provision of feedback. This feedback process helps to ensure that new issues and opportunities that arise may be used to further the success of the Company. Equity incentives are offered to employees.

The Company has close ongoing relationships with a broad range of its stakeholders and provides them with the opportunity to raise issues and provide feedback to the Company.

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

The Board recognises the need for an effective and well-defined risk management process and it oversees and regularly reviews the current risk management and internal control mechanisms.

The Board regularly reviews the risks facing the Company and seeks to exploit, avoid or mitigate those risks as appropriate. The Board is responsible for the monitoring of financial performance against budget and forecast and the formulation of the Company’s risk appetite including the identification, assessment and monitoring of Ben’s Creeks principal risks. The Audit Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. Risk management is regularly on the agenda of the Board, Audit Committee and other senior management meetings. Additionally, the Board reviews the mechanisms of internal control and risk management it has implemented on an annual basis and assesses both for effectiveness.

The Board considers that in light of the control environment described above, an internal audit function is not considered necessary or practical due to the size of the Company and the day-to-day control exercised by the Executive Directors. However, the Board will monitor the need for an internal audit function. The Board has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.

Maintain the board as a well-functioning, balanced team led by the chair

From Admission the Board will comprise Robin Fryer (Independent Non-Executive Chairman), Adam Wilson (Chief Executive Officer), Raju Haldankar (Chief Financial Officer) and David Harris (Independent Non-Executive Director). The Board is satisfied that all Directors will have adequate time to fulfil their roles.

The Board recognises the QCA recommendation for a balance between Executive and Non-Executive Directors and the recommendation that there be at least two Independent Non-Executives. The Board will take this into account when considering future appointments. However, all Directors are encouraged to use their judgement and to challenge matters, whether strategic or operational, enabling the Board to discharge its duties and responsibilities effectively.

The Board meets regularly and is responsible for formulating, reviewing and approving the Company’s strategy, budgets, performance, major capital expenditure and corporate actions. In order to be efficient, the Directors meet formally and informally both in person, by telephone and by video. The Board aims to meet at least 6 times in the year. Board document authors are made aware of proposed deadlines prior to meetings.

The Company has in place an Audit Committee, a Remuneration Committee, a Nominations Committee and an AIM Rules Compliance Committee with formally delegated rules and responsibilities. Only Independent Non-Executive Directors are members of these committees and the Company follows the QCA guidance that the Non-Executive Chairman is not the Chair of the committees.

The Directors of the Company are committed to sound governance of the business and each devotes sufficient time to ensure this happens.

Directors’ conflict of interests

The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.

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

The Company believes that the current balance of skills in the Board as a whole reflects a very broad range of personal, commercial and professional skills, and notes the range of financial and managerial skills. The Non-Executive Directors maintains ongoing communications with Executives between formal Board meetings.

Further biographical details of the Directors can be found on the Company’s website.

Ben Harber is the Company Secretary and helps the Company comply with all applicable rules, regulations and obligations governing its operation. The Company’s nominated adviser assists with AIM matters and ensures that all Directors are aware of their responsibilities. The Company also acquires the services of Hill Dickinson, the Group’s solicitors, as required.

In addition to their general Board responsibilities, Non-Executive Directors are encouraged to be involved in specific workshops or meetings, in line with their individual areas of expertise. The Board is kept abreast of developments of governance and AIM regulations. The Company’s nominated adviser provides Board AIM Rules refresher training as well as the initial training as part of a new Director’s on boarding. All Directors develop their skills and capabilities through their continuing experiences.

The Directors have access to the Company’s nominated adviser, company secretary, lawyers and auditors as and when required and are able to obtain advice from other external bodies when necessary. If required, the Directors are entitled to take independent legal advice and if the Board is informed in advance, the cost of the advice will be reimbursed by the Company.

A Nominations Committee has been established as Board composition is always a factor for contemplation in relation to succession planning. The Board will seek to consider any Board imbalances for future nominations, with areas considered including board independence and gender balance.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Directors consider that the Company and Board are not yet of a sufficient size for a full Board evaluation to make commercial and practical sense. In the frequent Board meetings/calls, the Directors can discuss any areas where they feel a change would benefit the Company. As the Company grows, it expects to expand the Board and with the Board expansion, re-consider the need for Board evaluation.

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

The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is aware that

the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders, and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.

The Board places great importance on the responsibility of accurate financial statements and auditing standards comply with Auditing Practice Board’s (APB’s) and Ethical Standards for Auditors. The Board places great importance on accuracy and honesty and seeks to ensure that this aspect of corporate life flows through all that the Company does.

A large part of the Company’s activities is centred upon an open and respectful dialogue with employees, clients and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Directors consider that the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. Whilst the Company has a small number of employees, the Board maintains that as the Company grows it intends to maintain and develop strong processes which promote ethical values and behaviours across all hierarchies.

The Board has adopted an anti-corruption and bribery policy. The bribery policy applies to all Directors and employees of the Group and sets out their responsibilities in observing and upholding a zero-tolerance position on bribery and corruption, as well as providing guidance to those working for the Company on how to recognise and deal with bribery and corruption issues and the potential consequences.

The Board complies with Rule 21 of the AIM Rules for Companies relating to dealings in the Company’s securities by the Directors, PDMRs and other applicable employees. To this end, the Company has adopted a share dealing policy for Directors, PDMRs and other applicable employees appropriate for a company whose shares are admitted to trading on AIM and takes all reasonable steps to ensure compliance by the Directors and any relevant employees.

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

The Board is committed to, and ultimately responsible for, high standards of corporate governance. The Board reviews the Company’s corporate governance arrangements regularly and expect to evolve this over time, in line with the Company’s growth. The Board delegates responsibilities to Committees and individuals as it sees fit.

The Chairman’s principal responsibilities are to ensure that the Company and its Board are acting in the best interests of shareholders. His leadership of the Board is undertaken in a manner which ensures that the Board retains integrity and effectiveness and includes creating the right Board dynamic and ensuring that all important matters, in particular strategic decisions, receive adequate time and attention at Board meetings. The CEO of the Company is the key contact for shareholder liaison and all other stakeholders. Executive Directors are responsible for the general day-to-day running of the business and developing corporate strategy.

The CEO has, through powers delegated by the Board, the responsibility for leadership of the management team in the execution of the Group’s strategies and policies and for the day-to-day management of the business. He is responsible for the general day-to-day running of the Group and developing corporate strategy while the Independent Non-Executive Directors are tasked with constructively challenging the decisions of executive management and satisfying themselves that the systems of business risk management and internal financial controls are robust.

All Directors participate in the key areas of decision-making, including the following matters:

  • Strategy
  • Budgets
  • Performance
  • Major Capital Expenditure
  • Corporate Actions

The Board delegates authority to four Committees to assist in meeting its business objectives, and the Committees meet independently of Board meetings. The membership of each Committee is listed below.

AUDIT COMMITTEE

The Audit Committee will receive reports from management and the external auditors relating to the interim report and the annual report and financial statements, review reporting requirements and ensure that the maintenance of accounting systems and controls is effective. The Audit Committee has and will continue to have unrestricted access to the Company’s auditors. The Audit Committee will also monitor the controls which are in force for the Company and any perceived gaps in the control environment. The Board believes that the size of the Company will not justify the establishment of an independent internal audit department. The Audit Committee will be chaired by David Harris, with its other member being Robin Fryer.

REMUNERATION COMMITTEE

The Remuneration Committee will determine the scale and structure of the remuneration of the executive Directors and approve the granting of options to Directors, senior employees and consultants and the performance related conditions thereof. The Remuneration Committee will also recommend to the Board a framework for rewarding senior management, including executive directors, bearing in mind the need to attract and retain individuals of the highest calibre and with the appropriate experience to make a significant contribution to the Company’s development and ensure that the elements of remuneration packages are competitive and help in underpinning the performance-driven culture of the Company. The Remuneration Committee will be chaired by David Harris, with its other member being Robin Fryer.

AIM RULES AND UK MAR COMPLIANCE COMMITTEE

The AIM Rules and UK MAR Compliance Committee will monitor the Company’s compliance with the AIM Rules and UK MAR and seek to ensure that the Company’s Nominated Adviser is maintaining contact with the Company on a regular basis and vice versa. The committee will ensure that procedures, resources and controls are in place with a view to ensuring the Company’s compliance with the AIM Rules and UK MAR including the Share Dealing Policy which the Company has adopted for the directors of the Company, certain employees and their associates to comply with UK MAR. The committee will also ensure that each meeting of the Board includes a discussion of AIM matters and assesses (with the assistance of the Company’s Nominated Adviser and other advisers, as appropriate) whether the Directors are aware of their AIM responsibilities from time to time and, if not, will ensure that they are appropriately updated on their AIM responsibilities and obligations. The AIM Rules and UK MAR Compliance Committee will be chaired by David Harris and its other member will be Robin Fryer.

NOMINATIONS COMMITTEE

The Nominations Committee will be responsible for reviewing and making proposals to the Board on the appointment of directors, reviewing succession plans and ensuring that the performance of directors is assessed on an ongoing basis. The Nominations Committee will be chaired by David Harris, with its other member being Robin Fryer.

votes against, the Company will seek to understand the reason for the result and, where appropriate, take suitable action.

Information on the Investor Relations section of the Group’s website is kept updated and contains details of relevant developments, regulatory announcements, financial reports and shareholder circulars.

Shareholders with a specific enquiry can contact the Company on the website contact page. The Company uses electronic communications with shareholders in order to maximise efficiency.

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

 The Board is committed to maintaining effective communication and having constructive dialogue with its stakeholders. The Company intends to have ongoing relationships with both its private and institutional shareholders (through meetings and presentations), and for them to have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting. The Board already discloses the result of General Meetings by way of announcement and discloses the proxy voting numbers to those attending the meetings. In order to improve transparency, the Board has committed to publishing proxy voting results on its website in the future. The Company maintains that, if there is a resolution passed at a general meeting with 20 per cent. votes against, the Company will seek to understand the reason for the result and, where appropriate, take suitable action.

Information on the Investor Relations section of the Group’s website is kept updated and contains details of relevant developments, regulatory announcements, financial reports and shareholder circulars.

Shareholders with a specific enquiry can contact the Company on the website contact page. The Company uses electronic communications with shareholders in order to maximise efficiency.

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