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NOTE FROM THE CHAIR
Horizonte is committed to good corporate governance and accountability to all stakeholders. We believe robust governance improves performance and mitigates risk and is therefore an important factor in achieving the medium to long-term success of the Company.
Horizonte’s primary listing is on the London Alternative Investment Market (AIM). The Company abides by the AIM rule 26 regulation in respect to reporting and has therefore chosen to adhere to the Quoted Company Alliance’s (QCA) Corporate Governance Code for Small and Mid-Size Quoted Companies.
In Brazil the Company has been a member of the Brazilian Association of Mineral Exploration Companies (ABPM) since 2013 and in 2020 it became a member of the Brazilian Mining Institute (IBRAM).
Creating a culture of good governance is led from the top, by Horizonte’s Board, and is cultivated in every part of the organisation. Evolving the Company’s corporate governance is a key part of the Company’s transition. We have therefore committed to a corporate governance review and will be reporting on subsequent changes in 2022 and beyond.
William Fisher
1st September 2022
QCA CODE
In line with the Company’s development and long-term strategic objectives, Horizonte complies with the QCA Corporate Governance Code for small and mid-size quoted companies. The ways in which Horizonte has applied the QCA code are detailed below with references made to our Annual Report where necessary.
Principle 1. Establish a strategy and business model which promotes long-term value for shareholders
Horizonte Minerals is a nickel-focused resources company developing two Tier 1 projects in northern Brazil. The Araguaia Ferronickel (FeNi) Project and the Vermelho Nickel-Cobalt Project are both high grade, lowest cost quartile and long mine life projects. These projects provide Horizonte with a potential scalable production profile of approximately 60,000 tonnes of nickel per year.
As a critical component in both stainless steel and new battery technology, nickel is a key enabler of the global clean energy transition. As a key player in this sustainability driven supply chain, Horizonte is focussed on developing its operations to produce low-carbon nickel ethically, safely and responsibly.
Horizonte is listed on the London Stock Exchange Alternative Investment Market (AIM) and the Toronto Stock Exchange.
The Company’s business plan is to advance Araguaia towards construction and ultimately bring the asset into production in order to enhance shareholder value whilst simultaneously advancing the Company’s second asset, Vermelho towards defining economic feasibility. A Feasibility Study was published late in 2018 on Araguaia and during 2019 a significant financing partner, Orion Mine Finance invested $25m to advance the project, undertake early works, build the team in anticipation for construction and advance the wider project finance negotiations. During 2021 the Company concluded a comprehensive funding package of US$633 million and in May 2022 commenced construction at Araguaia. At Vermelho, a Pre-Feasibility Study was published on 17 October 2019 which was a significant milestone in moving the project forwards. In March 2022, Orion Mine Finance also invested $25m to advance the Vermelho project and complete the feasibility work.
The Company intends to become a globally significant producer of nickel in the form of ferronickel as well as nickel and cobalt sulphate. The strategy is to continue to progress the development of the 100% owned Araguaia project towards production as well as completing the feasibility work on the Vermelho project. The Company also evaluates on an ad hoc basis with a view to eventual acquisition, exploration and development of mineral projects in jurisdictions in which it holds a presence, and/or in sectors in which management has expertise.
The exploration and mining business is controlled by a number of global factors, principally supply and demand which in turn is a key driver in global metal prices; these factors are beyond the control of the Group. At every stage of the exploration process the projects are rigorously reviewed, both internally and by qualified third party consultants to determine if the results justify the next stage of exploration expenditure, ensuring that funds are only applied to high priority targets.
The Group’s licences and operations are located in foreign jurisdictions. As a result, the Group is subject to political, economic and other uncertainties. Brazil is the current focus of the Group’s activity and offers stable political frameworks and actively supports foreign investment. It has a well-developed exploration and mining code with proactive support for foreign companies.
A summary of the Company’s strategic objectives can be found on pages 12 and 13 of the 2021 Annual Report.
Principle 2. Seek to understand and meet shareholder needs and expectations
The Board attaches great importance to providing shareholders with clear and transparent information on the Company's activities, strategy and financial position. General communication with shareholders is co-ordinated by the Chief Executive Officer and Chief Financial Officer. In addition, the Chair and Non-Executive Directors provide a further avenue for engagement with investors.
Material information in relation to the Company in made publicly available via the London Stock Exchange’s Regulatory News Service (RNS) and via the System for Electronic Document Analysis and Retrieval (SEDAR) in Canada. The Company also makes available corporate presentations, CEO video interviews and other non-material news on its website and social media channels.
The Company recognises the importance of a continual dialogue with its shareholders. All shareholders have the opportunity to ask questions via the dedicated email address info@horizonteminerals.com and at the Company’s Annual General Meeting.
Further details on how the Company engaged with shareholders throughout 2021 are available of page 42 of the 2021 Annual Report.
Principle 3 - Take into account wider stakeholder and social responsibilities and their implications for long-term success
Horizonte promotes the sustainable development of its two long mine life nickel projects to benefit our employees, shareholders, communities and the Brazilian government. Through continual formal and informal engagement with all our stakeholder groups, we have been able to determine their perspective and priorities and align these with our strategy and key business objectives. With this knowledge and alignment, the Board is able to consider a full range of impacts on all stakeholder groups in its decision-making process.
A more detailed summary of our stakeholder engagement is available of pages 24 and 25 of the 2021 Annual Report.
Horizonte’s commitment to sustainability is highlighted in the Company’s annual standalone sustainability reporting. Not only does the report highlight our ESG achievements but it discusses our approach to accountable and transparent corporate governance, maintaining a safe workplace, minimising our environmental impact and providing value for all stakeholders as well as outlining our commitment to future goals.
A more detailed summary of our key sustainability management topics is available on pages 12 and 13 of our 2021 Sustainability Report. These sustainability management topics have been determined by a comprehensive materiality assessment undertaken in conjunction with our stakeholders as detailed in our approach to our Sustainability Report outlined on pages 14 and 15 of the 2021 Annual Report.
Principle 4 - Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board is responsible for putting in place and communicating a sound system to manage risk and implement internal control. The Board has considered mechanisms by which the business and the financial risks facing the Group are managed and reported to the Board. The principal business and financial risks have been identified and control procedures implemented. The Board acknowledges its responsibility for reviewing the effectiveness of the systems that are in place to manage risk.
The Board has delegated certain authorities around risk management to the Audit & Risk Committee, which has its own formal terms of reference. The Committee meets at least twice per year to coincide with the annual audit and the publication of its financial results and to assess the effectiveness of the Group’s system of internal controls. The Audit & Risk Committee is chaired by Mr Vincent Benoit, and comprises only independent Non-Executive Directors.
The Board recognises the importance of both financial and non-financial controls and has reviewed the Group’s control environment and any related shortfalls during the year. Since the Group was established, the Directors are satisfied that, given the current size and activities of the Group, adequate internal controls have been implemented. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, in light of the current activity and proposed future developments of the Group, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.
The Board considers risk assessment to be important in achieving its strategic objectives. The Board’s current assessment of the principal risks are set out on pages 30-33 of the 2021 Annual Report and are monitored by the Board at their meetings.
Principle 5 – Maintain the board as a well-functioning, balanced team led by the Chair
The Board comprises a group of experienced Directors with a diverse skillset relevant to the development of a mining company. Each Director has a wealth of experience and depth of knowledge in the mining industry and complementary fields including law, business development and capital markets. This diversity of skills and experience across multiple jurisdictions and professional disciplines provides the Company with effective leadership and direction. Each Director keeps their skillset up to date through a combination of continual professional development and attendance at seminars and conferences relevant for the industry in which Horizonte operates. All Directors retire on rotation at regular intervals in accordance with the Company’s Articles of Association.
We understand the importance of an independent board and this independence is constantly reviewed. Of the current five members (one Executive Director and four Non-Executive Directors): Dr Owen Bavinton and Dr Gillian Davidson are considered independent despite Dr Bavinton holding shares or options in the Company. Due to Horizonte’s size and the nature of junior exploration companies the Company deemed it acceptable at the time to remunerate directors with options as the Company historically did not have sufficient financial strength to attract the required depth in experience from board directors. The shareholdings held by the directors have been acquired on the market over the years and so represent arms-length transactions and align their interests with shareholders. Their shareholdings are also relatively small and are not deemed large enough to distort any independence.
In December 2021, the Company established a formal Nomination Committee comprising Mr Jeremy Martin, Dr Owen Bavinton and Mr William Fisher. The committee is responsible for finding and assessing appropriate candidates for the Board in line with the Company’s evolving required skillset of mine building and production. The committee will also develop a formal succession plan.
Attendance at Board Meetings
| Board Meeting date | David Hall | Jeremy Martin | Allan Walker | Sepanta Dorri | Owen Bavinton | William Fisher |
| Present | ||||||
| 08-Feb-21 | Y | Y | Y | Y | Y | Y |
| 18-Feb-21 | Y | Y | Y | N | Y | Y |
| 26-Feb-21 | Y | Y | Y | Y | Y | Y |
| 11-Mar-21 | Y | Y | Y | Y | Y | Y |
| 22-Apr-21 | Y | Y | Y | Y | Y | Y |
| 12-May-21 | Y | Y | Y | Y | Y | Y |
| 17 May 2021 (AGM) | N | Y | N | N | Y | N |
| 01-Jul-21 | Y | Y | Y | Y | Y | Y |
| 11-Aug-21 | Y | Y | Y | Y | Y | Y |
| 26-Aug-21 | Y | Y | Y | Y | Y | Y |
| 27-Sep-21 | Y | Y | Y | Y | Y | Y |
| 28-Oct-21 | Y | Y | Y | Y | N | Y |
| 04-Nov-21 | Y | Y | Y | Y | Y | Y |
| 23-Nov-21 | Y | Y | N | Y | N | N |
Principle 6 – Ensure that, between them, the directors have the necessary up-to-date experience, skills and capabilities
The experience and knowledge of each of the Directors give them the ability to constructively challenge strategy and to scrutinise performance. The Board believes it has the requisite blend of experience in financial and operational matters, as well as improving gender balance, at a Board and Senior Management level to deliver on its strategy.
As it stands, the Board does not believe that any of the Directors have too many directorship roles at other listed companies and hence at risk of “over-boarding” as defined by ISS voting guidelines, but will continue to monitor this on an ongoing basis. The Board is satisfied that the Chair and each of the Non-Executive Directors are able to devote sufficient time to the Company’s business and that between the Directors, it has an effective and appropriate balance of skills, experience and capabilities to provide suitable oversight and challenge.
All Directors retire by rotation at regular intervals in accordance with the Company’s Articles of Association.
Each Director keeps their skill set up to date through a combination of Continual Professional Development (CPD) and attendance at seminars and conferences relevant for the industry in which Horizonte operates.
Additional details on the Board’s capabilities and their full professional biographies are available on pages 38-39 of the 2021 Annual Report and at https://horizonteminerals.com/uk/en/board-of-directors/.
Principle 7 – Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Annual Board appraisal
In accordance with current best practice and the QCA Corporate Governance Code, the Board undertakes an annual formal evaluation of its performance and effectiveness and that of each Director and its Committees. This evaluation is conducted by way of a questionnaire from the Chair, co-ordinated by the Company Secretary and concluded by Chair interviews where necessary. In addition, the Non-Executive Directors meet, informally, without the Chair present and evaluate their performance. The Board currently considers that the use of external consultants to facilitate the Board evaluation process is unlikely to be of significant benefit to the process, although the option of doing so is kept under review.
The Chair has stated that he values this annual evaluation opportunity and considers it to be key to his role in creating an effective Board. He has reported that the Board was satisfied that the Board was effective and well run.
Ongoing Board Development
Executive Directors are subject to the Company’s annual review process through which their performance against predetermined objectives is reviewed and their personal and professional development needs considered. Non-Executive Directors are encouraged to raise any personal development or training needs with the Chair or through the Board evaluation process.
The Company Secretary ensures that all Directors are kept abreast of changes in relevant legislation and regulations, with the assistance of the Company’s advisers where appropriate.
Succession Planning
The Board has a minuted emergency succession plan for the Senior Management Team. On an ongoing basis, Board members maintain a watching brief to identify relevant internal and external candidates who may be suitable additions to or backup for current Board members.
Principle 8 – Promote a corporate culture that is based on ethical values and behaviours
Horizonte is committed to good corporate governance and accountability to all stakeholders. Robust corporate governance improves performance and mitigates risk, it is therefore an important factor in achieving the medium to long-term success of the Company.
Creating a culture of good governance is led from the top, by Horizonte’s Board, and is cultivated in every part of the organisation. The Board is committed to ensuring best practice sustainability initiatives are implemented as a day-to- day requirement of the successful running and progression of the Company.
Horizonte has created an organisational structure that ensures sustainability practices run throughout the Company, from the corporate level, in London, to the project management in Brazil.
Sustainability is a key part of all our responsibilities and is included as part of all employee’s Key Performance Indicators (KPIs). At the corporate level, sustainable development is carried out by managers with extensive experience in environment, social, governance and communication issues reporting directly to the CEO.
The management of operations in Brazil relies on sustainability management covering the topics of Health and Safety, Environment and Licensing, Community Relations and Land Management, reporting directly to the Head of Projects.
More details on the Company’s principles and policies can be found at https://horizonteminerals.com/uk/en/policies/
Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision making by the board
The Board meets regularly to determine the policy and business strategy of the Company and has adopted a schedule of matters that are reserved as the responsibility of the Board.
The Board considers that there is an appropriate balance between the Executives and Non-executives (both independent and non-independent) and that no individual or small group dominates the Board’s decision making.
The Board has reserved the following matters for sole approval by the Board:
The Company has a policy on share dealing and confidentiality of inside information for persons discharging managerial responsibilities and persons closely associated with them, which contains provisions appropriate for a company whose shares are admitted to trading on AIM (particularly relating to dealing during close periods in accordance with Rule 21 of the AIM Rules and MAR) and the Company takes all reasonable steps to ensure compliance by the persons governed by such policy.
The Board continues to monitor its governance framework on an ongoing basis.
Our corporate governance structure is set out below:
Principle 10 - Communicate how the Company is governed and is performing by maintaining dialogue with shareholders and other relevant stakeholders
As discussed in Principles 2, 3 and 8, Horizonte has an embedded culture of transparent communication with all stakeholders to ensure accountability of the Board. Maintaining an open dialogue with shareholders and all other relevant stakeholders is an important part of the Company’s reporting and governance framework.
The Board attaches great importance to providing shareholders with clear and transparent information on the Company’s activities, strategy and financial position. Communication with all shareholders is predominately led by the CEO and CFO, but the Chair and Non-Executive Directors provide additional points of contact for shareholders, particularly at the Company’s AGM. In addition, our Head of IR/PR coordinates shareholder interaction throughout the year. Further details on the Company’s engagement with shareholders during the year is available on page 42 of the 2021 Annual Report.
Other stakeholder engagement is overseen by our Head of Sustainability, details of which can be found at https://horizonteminerals.com/uk/en/leadership/.
