This website was last updated 21 October 2017

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Corporate Governance

The Board of Blenheim Natural Resources plc is accountable to the shareholders for the corporate governance of the Company. Blenheim Natural Resources operates with integrity and due regard for the interests of shareholders and other stakeholders and follows the principles of corporate governance for smaller companies as set out in the QCA Guidelines.

Board of Directors

The Board of Directors is responsible for the stewardship of the Company on behalf of the shareholders. The Board currently comprises of four Non-Executive Directors. The Directors have responsibility for the overall corporate governance of the Company and recognise the need for the highest standards of behaviour and accountability. The Directors' varied backgrounds and relevant industry experience give Blenheim Natural Resources a good combination of the knowledge and expertise required to execute the Company's strategy of establishing a portfolio of investments in natural resource companies and seeking new investment opportunities in the mineral exploration and mining sectors. None of the Non-Executive Directors have held an executive position with the Company after February 2012, when the company disposed of its subsidiaries.

Matters which are currently reserved for the board are:

  • To approve the Company's objectives and strategies;
  • To oversee all aspects of the Company's financial policies and strategy;
  • To review the Company's performance, controls and policies on a regular basis;
  • To manage the Company's risk profile;
  • To approve material business transactions and commitments; and
  • To manage the interests of stakeholder groups.

The Board deals with all the important aspects of the Company's affairs and the Company Secretary is responsible for ensuring all Board procedures are followed and that formal agendas and board papers are sent to the Directors in a timely fashion prior to board meetings.

Chris Ells has interests in the ordinary shares of the Company.

Biographies of the board of directors can be viewed on the Directors and Advisers page

Board Committees

The following committees deal with the Group's affairs and provide experienced and objective advice to the Board.

Audit Committee

The Audit Committee currently comprises Chris Ells and Mark Parker. It is chaired by Chris Ells. If issues arise which are deemed outside the areas of expertise of the committee, independent expert advice will be sought.

Its main responsibilities are as follows:

  • To ensure the operation of good financial practices throughout the Company and the integrity of financial information;
  • To ensure that appropriate controls are in place to protect the Company's assets;
  • To conduct meetings with the Company's auditors as required, and to receive their Audit plan as well as Findings reports on Annual audits
  • To review the Company's risk management policies;
  • To review the interim and annual financial statements; and
  • To review all aspects of the audit programme and the provision of non-audit services by the auditors, and to approve their fee proposals.

The committee meets at least twice a year. A representative of the external auditors is normally invited to the committee meetings. The external auditors have direct access to the members of the committee.

Remuneration Committee

The Remuneration Committee currently comprises of Chris Ells and Mark Parker. It is chaired by Chris Ells. The committee usually meets twice per year.

Responsibilities:

  • To make recommendations to the Board regarding the financial packages of the Non-Executive Directors, including benefits, bonuses, options and share based incentives;
  • To make recommendations to the Board in respect of the terms of the Non-Executive Directors' service contracts and any proposed changes to those contracts; and
  • To oversee the operation of the Company's share option scheme.

The remuneration packages for Non-Executive Directors are established by reference to those prevailing in the market place for directors of similar status, skills and qualifications and should be competitive to attract, retain and motivate directors of the quality required to run the business successfully, bearing in mind the company’s finances.

The Company has adopted a share dealing code that any director wishing to deal with the company’s shares is required to consult with the chairman or designated director, prior to dealing. This is in accordance with the AIM Rules, and the Chairman will take proper steps to ensure compliance by the Non-Executive Directors.

Nomination Committee

There is no Nomination committee, but in future the full board will consider any new prospective appointments on the basis of their relevant qualifications and experience.

Internal Controls

The Directors are responsible for establishing and maintaining the Company's internal controls and for reviewing their effectiveness. Financial, operational and compliance procedures are designed to safeguard the Company's assets and the integrity of the business. These are regularly reviewed by the Board. The internal control system is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company. It can only provide reasonable and not absolute assurance against material misstatement or loss. The Directors are satisfied that the existing controls are adequate and effective for the size of the Company and its current stage of development  .

Communication with Shareholders

The Board recognises that it is accountable to shareholders for the performance of the Company and attaches great importance to maintaining good relations with its shareholders. The Company is listed on the AIM market of the London Stock Exchange. Market sensitive information is released to all shareholders via RNS in a timely fashion and in accordance with stock exchange rules and the AIM Rules for Companies. The Company's website is the Company's primary means of communicating with shareholders and is updated regularly.

Published Material

The Company's Annual Reports , Notices of all Annual General Meetings and General Meetings, can be viewed  on the Announcements page.  In the future the outcome of any votes at these meetings will also be available on the Announcements page.