Annual Report 2013

Chairman’s Introduction to Corporate Governance

Corporate Governance +-

The Directors recognise the importance of good corporate governance and have ensured that appropriate corporate governance procedures are in place. In the financial year under review, they have applied the principles of the 2012 UK Corporate Governance Code (the “Code”) issued by the UK’s Financial Reporting Council (“FRC”) in September 2012, a copy of which can be obtained from the FRC website, www.frc.org.uk. The Directors have applied all the provisions of the Code.

The Board of Directors +-

Kenmare Resources plc is led by a strong and effective Board of Directors. Directors’ biographical details, including each Director’s date of appointment, are set out here. The Board consists of nine Directors, of which three are Executive and six are Non-Executive. The majority of the Board is made up of Non-Executive Directors. The Chairperson is required to be a Non-Executive. The Nomination Committee is responsible for reviewing the structure, size and composition of the Board and considers the size and composition to be appropriate. The Board requests Non-Executive Directors to step down after nine years and has delegated to the Nomination Committee the responsibility to identify any need to renew the Board, taking into account the challenges and opportunities facing the Company and the skills and expertise therefore needed on the Board in the future.

Ms S. Bianchi is the Senior Independent Non-Executive Director.

The roles of the Non-Executive Chairman (Mr J. Loasby) and the Chief Executive (Mr M. Carvill) are separate.

Diversity +-

In February 2011, Lord Davies published the report “Women on Boards” and the FRC published its consequent amendments to the UK Corporate Governance Code which came into effect in October 2012. The Davies report provides a number of recommendations to address the balance of women on the boards, including a recommendation for listed companies to set out their targets for the proportion of women who serve on their board. Kenmare is supportive of the Davies recommendations and is not in favour of the implementation of quotas. The benefits of greater board diversity, not just gender specific, are clear and this is a positive step forward. All appointments will continue to be made on merit and with the objectives of ensuring the right balance of skills, knowledge and experience is retained on our Board enabling us to maximise our corporate potential. Currently Kenmare’s Board comprises 22% women, with women Directors making up 33% of the Non-Executives on the Board.

Operation of the Board +-

The Board has delegated responsibility for the management of the Group through the Chief Executive to executive management, but has reserved certain items for its consideration and decision. These include approval of the strategic plans of the Group, financial statements, the annual budget, major acquisitions, significant contracts, major investments, interim and preliminary results announcements, circulars to shareholders, review of the Group’s system of internal control, and appointment of Directors and the Company Secretary.

Since 2010, the Board has adopted the practice that all Directors offer themselves for reappointment at the Company’s Annual General Meeting.

Directors may take independent advice in the furtherance of their duties at the Company’s expense.

Meetings +-

The Board and its Committees met regularly throughout 2013. Details of Directors’ and Secretary’s attendance at Board and Committee meetings are set out below. Additional meetings, to consider specific issues, were held as and when required.

Full

Board

Audit

Committee

Remuneration

Committee

Nomination
Committee

A

B

A

B

A

B

A

B

Non-Executive Directors

 

 

 

 

 

 

 

 

J. Loasby (Chairman)

7

7

 

 

4

4

2

2

S. Bianchi

7

7

4

4

4

4

2

2

E. Headon

7

7

4

4

4

4

2

2

T. Lowrie

7

7

 

 

 

 

 

 

S. McTiernan

4

4

3

3

3

3

1

1

G. Smith

4

4

3

3

3

3

1

1

Executive Directors

 

 

 

 

 

 

 

 

M. Carvill

7

7

 

 

 

 

 

 

J. Deysel

7

6

 

 

 

 

 

 

T. Fitzpatrick

7

7

 

 

 

 

 

 

T. McCluskey

7

7

 

 

 

 

 

 

Company Secretary

 

 

 

 

 

 

 

 

D. Corcoran*

7

7

4

4

4

4

2

2

*In attendance only

 

 

 

 

 

 

 

 

Column A – indicates the number of meetings held during the period the Director was a member of the Board and/or Committee.

Column B – indicates the number of meetings attended during the period the Director was a member of the Board and/or Committee.

In addition to formal meetings, the Executive Directors have regular contact with the Non-Executive Directors regarding developments within the Group. The Board and its Committees are circulated with Board papers in advance of meetings.

Independence of Non-Executive Directors +-

The Board has carried out an evaluation of the independence of its Non-Executive Directors, taking account of the relevant provisions of the Code and whether the Non-Executive Directors discharge their duties in a proper and consistently independent manner and constructively challenge the Executive Directors and the Board. All the Non-Executive Directors fulfil the independence requirements of the Code. Mr J. Loasby has been Chairman of the Company since January 2012. On his appointment, Mr J. Loasby met the independence criteria as set out in the Code.

Performance Appraisal +-

The Board conducts an annual evaluation of its performance and that of its Committees. It also conducts an annual performance evaluation of individual Directors. The Chairman, Mr J. Loasby, conducted a performance review of the Directors and in consultation with the Directors an evaluation of the Board and Committees. This was achieved through discussions with each Director and the Company Secretary. It was concluded that all Directors continue to contribute effectively and to demonstrate commitment to their roles and that the committees have functioned effectively in delivering their objectives during the year. During 2012 the Board conducted an external evaluation of its Directors, details of which are available in the 2012 Annual Report.

The Senior Independent Non-Executive Director, Ms S. Bianchi, completed an evaluation of the performance of the Chairman, taking into account the views of the Directors. It was concluded that the Chairman continues to contribute effectively and to demonstrate commitment to his role.

Committees +-

The Board has established Audit, Remuneration and Nomination Committees. Each committee of the Board has written terms of reference that set out its authorities and responsibilities. These terms of reference are available for review at the Company’s registered office and summaries are available on the Company’s website, www.kenmareresources.com.

Communication with Shareholders +-

Communications with shareholders are given high priority and regular meetings take place with institutional shareholders. The Company’s Annual General Meeting affords individual shareholders the opportunity to question the Chairman and the Board. Annual Reports and Accounts announcements are sent to shareholders, and other announcements are released through the London and Irish Stock Exchanges and on the Company’s website, www.kenmareresources.com.

On behalf of the Board:

J. Loasby, Chairman

11 April 2014