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AIM: HZM 3.45 GBX
TSX: HZM 0.06 CAD
Developing the next major nickel project in Brazil
HORIZONTE MINERALS PLC

CORPORATE GOVERNANCE STATEMENT

All members of the Board believe strongly in the value and importance of good corporate governance and in its accountability to all of the stakeholders in Horizonte Minerals Plc (“Horizonte” or the “Company”) including our shareholders, advisers, regulators, suppliers, employees, consultants and local communities. 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. In the statement which follows, we explain our approach to governance, and how the Board and its committees operate and how its application supports the Company’s medium to long-term success.

The AIM rules require all AIM quoted companies to disclose details of how they comply with their chosen corporate governance code. Horizonte has chosen 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 QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. We have considered how we apply each principle to the extent that the Board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each.

The Company’s most recent annual report for the financial period ended 31 December 2019 was published on 8 April 2020. The Company considered it more appropriate to include some of the recommended disclosures in this statement instead of in the annual report. 

The Company will continue to review this statement and update it on a regular basis.  

David J Hall

Chairman

Last updated: April 2020


The following paragraphs set out Horizonte’s compliance with the 10 principles of the QCA Code.

Principle 1: Establish a strategy and business model which promotes long-term value for shareholders

Business model

Horizonte Minerals plc is an AIM and TSX-listed nickel development focused in Brazil. The Company is developing the Araguaia Project (“Araguaia”) as the next major ferronickel mine in Brazil. With the Vermelho nickel-cobalt project (“Vermelho”) being advanced with the aim of being able to supply nickel and cobalt to the EV battery market. Both of these projects are 100% owned by the Company.

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 (“OMF”) invested $25m to advance the project, undertake early works, build the team in anticipation for construction and advance the wider project finance negotiations. A Pre-Feasibility Study was published on 17 October 2019 on Vermelho which was a significant milestone in moving the project forwards.


Strategy

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 construction as well as continuing 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.


Operations


Araguaia

The 100% owned Araguaia Nickel Project (Araguaia) is a Tier 1 mining project with a high-grade scalable resource, located south of the Carajás Mining District in the Pará State, north east Brazil. The area has a well-developed infrastructure, including roads, rail, and hydroelectric power as a result of the sustained mining activity in Carajás.

The Feasibility Study (FS), comprises an open pit nickel laterite mining operation that delivers ore from a number of pits to a central rotary kiln electric furnace (RKEF) metallurgical processing facility. The metallurgical process comprises a single line (RKEF) to extract FeNi from the ore. After an initial ramp-up period, the plant will reach a full capacity of approximately 900,000 tonnes of dry ore feed per year to produce 52,000 tonnes of ferronickel (FeNi), in turn containing 14,500 tonnes of nickel per year. The FeNi product will be transported by road to the port of Vila do Conde in the north of the State for sale to overseas customers.

Highlights of the Stage 1 Feasibility Study are:

  • At the assumed base case Nickel price of US$14,000/t, the project delivers cash flows after taxation of US$1.6 billion, from a 28-year mine life, with sufficient Mineral Resources to extend beyond 28 years;
  • Estimated post-tax Net Present Value (‘NPV8’) of US$401 million and Internal Rate of Return (‘IRR’) of 20.1% using the base case nickel price forecast of US$14,000/t;
  • Upon development the Project is expected to produce an average of 14,500 tonnes of nickel per year contained within approximately 52,000 tonnes FeNi per annum, utilising the proven RKEF technology currently used at over 40 mines around the world;
  • C1 (Brook Hunt) cash cost of US$3.72 per pound (‘/lb’) of nickel (US$8,193/t), making Araguaia a low-cost producer relative to its peers;
  • Using the consensus mid-term nickel price of US$16,800/t, the post-tax NPV8 increases to US$740 million with an IRR of 28.1%, reflecting the significant leverage that the Project returns have to any future increase in nickel prices;
  • Capital cost estimate of US$443 million (AACE class 3), including US$65.3 million of contingencies and growth equating to 17.2% of total capex budget; and
  • Araguaia is set to deliver significant socio-economic benefits for communities in the Pará state, including over 1,000 direct jobs in the construction phase, and around 500 jobs during operation, as well as additional economic and social development programs.

A key part of the FS Stage 1 Project design was that the RKEF plant and associated infrastructure was designed to accommodate the addition of a second RKEF process line (Stage 2 expansion), which is intended to double Araguaia's production capacity from 14,500 t/a nickel up to 29,000 t/a nickel. The Project Mineral Resource inventory has the grade and scale to support the increase in plant throughput from 900 kt/pa (Stage 1) to the Stage 2 rate of 1.8 Mt/a supporting the twin line RKEF flow sheet. The Stage 2 expansion assumes operating at Stage 1 production rate of 900 kt/pa for three years, after which free cash flows would be reinvested to expand the plant to 1.8 Mt/pa by the addition of a second line.


Highlights of the Stage Two expansion Scenario are:

  • The Stage 2 expansion, assumed in year 3 of operation, supports a 26-year mine life generating cash flows after taxation of US$2.6 billion;
  • No increase in the initial capital cost which remains at the same level at the FS Stage 1 of US$443 million, the Stage 2 expansion is financed through operational cash flow;
  • Estimated post-tax NPV8 of US$741 million and IRR of 23.8% using the base case nickel price forecast of US$14,000/t;
  • Nickel grade of 1.82% for the first 10 years of the Stage 2 operation;
  • Annual nickel production of approximately 29,000 t/a;
  • C1 (Brook Hunt) cash cost year 1 to Year 10 of US$3.00 per pound ('/lb') of nickel (US$6,613/t), making Araguaia a low-cost producer. Life of mine C1 cash cost of US$3.51/lb of nickel (US$7,737/t); and
  • Using the consensus mid-term nickel price of US$16,800/t, the post-tax NPV8 for the Stage 2 option increases to US$1,264 million with an IRR of 31.8%.

The economic and technical results from the FS have been utilised as the basis for advancing project financing, offtake agreements and other investment discussions with the aim of securing a project finance package to enable the construction of the Araguaia project at a time of expected growth in demand for nickel.

Vermelho

Horizonte Minerals second asset is the 100% owned Vermelho Nickel-Cobalt project. Vermelho is a high-grade scalable resource, located in the Carajás Mining District in the Pará State, north east Brazil. The area has a well-developed infrastructure, including roads, rail, and hydroelectric power as a result of the sustained mining activity in Carajás.

Vermelho was first developed by Vale the objective of becoming their principal nickel-cobalt operation. Extensive work was undertaken on the Project at Scoping (Preliminary Economic Assessment or PEA), PFS and Feasibility Study (FS) stages. This included drilling and pitting programs totalling 152,000 m, batch and full-scale pilot testwork, in addition to detailed engineering studies. The Project was subsequently taken through a Feasibility Study with Vale reporting a positive development decision in 2005.

In December 2017, Horizonte reached an agreement with Vale SA to acquire 100% of the advanced nickel cobalt project. This acquisition transformed Horizonte into a multi asset company with two large projects located in an established mining district. The cobalt resource gave Horizonte exposure and access to an additional commodity stream in light of the burgeoning Battery Metal and Electric Vehicle market.

Horizonte released a Pre-Feasibility Study (PFS), in late 2019, looking at a smaller operational scenario with lower capital costs. The study confirmed Vermelho as a Tier 1 project with a large high-grade resource, a long mine life, and a low-cost source of nickel sulphate for the battery industry. This PFS was undertaken to suit the chosen scale and strategy targeted by Horizonte and to take advantage of the latest advancements in processing technology.

Highlights of the Pre-Feasibility Study are: 

  • The Study confirms Vermelho as a large, high-grade resource, with a long mine life and low-cost source of nickel sulphate for the battery industry;
  • The compelling economic and technical results from the study support further development of the project towards a full Feasibility Study;
  • A 38-year mine life estimated to generate total cash flows after taxation of US$7.3billion[1] ;
  • An estimated Base Case post-tax Net Present Value1 ('NPV') of US$1.7 billion[2] and Internal Rate of Return ('IRR') of 26%; 
  • At full production capacity the Project is expected to produce an average of 25,000 tonnes of nickel and 1,250 tonnes of cobalt per annum utilising the High-Pressure Acid Leach process;
  • The base case PFS economics assume a flat nickel price of US$16,400 per tonne ('/t') for the 38-year mine life;
  • C1 (Brook Hunt) cash cost of US$8,020/t Ni (US$3.64/lb Ni), defines Vermelho as a low-cost producer;
  • Initial Capital Cost estimate is US$652 million (AACE class 4), including US$97.7 million of contingencies (equating to approximately 18% of capital); and
  • Vermelho is set to deliver significant socio-economic benefits for communities in the Pará state, including over 1,800 direct jobs in the construction phase, and over 600 jobs during operation, as well as additional economic and social development programs.


Principle 2: Seek to understand and meet shareholder needs and expectations

Engagement with all shareholders

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 Chairman and Lead Independent Director 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 ask questions via the dedicated email address info@horizonteminerals.com and at the Company’s Annual General Meeting (“AGM”).

The AGM is held in London following the publication of its annual results and all shareholders are invited to attend – although due to exceptional circumstances the 2020 AGM will not be allowing attendance due to the COVID-19 pandemic.

The Company publishes on its website the following information, which the Board believes play an important part in presenting all shareholders with an assessment of the Group’s position and prospects:

  • Updated investor presentations;
  • The Company’s most up to date technical reports on each of its projects;
  • The Company maintains a dedicated email address (info@horizonteminerals.com) which investors can use to contact the Company which is prominently displayed on its website together with the Company’s address and phone number;
  • The Company holds an Annual General Meeting to which all members are invited and during the AGM, time is set aside specifically to allow questions from attending members to any Board member and allows shareholders to vote on key matters for the Company and one-on-one investors meetings with the Chairman, CEO and CFO;
  • As the Company is too small to have a dedicated investor relations department, the CEO & CFO are responsible for reviewing all communications received from members and determining the most appropriate response;
  • Interim and full year results are published on the website and the Annual Report is sent to shareholders in the Company;
  • In addition to these passive measures, the CEO typically engages with members through a roadshow and ad hoc investor meetings throughout the year;
  • The Company publishes non-material news and updates on the Company, including employee profiles, social programmes and macro-economic/nickel market views via its website through the Insights platform; and
  • Social media accounts e.g. Twitter @Horizonteplc.

The Company’s Annual General Meeting (“AGM”) is held in London following the publication of its annual results and all shareholders are invited to attend – although due to exceptional circumstances the 2020 AGM will not be allowing attendance due to the Covid-19 pandemic and associated emergency stay at home measures passed into law prohibiting gatherings of individuals who do not reside with one another.


Institutional Investors  

In general, the Board maintains a regular dialogue with its major institutional investors, providing them with such information on the Company’s progress as is permitted within the guidelines of the AIM Rules, MAR and requirements of relevant legislation. The Company typically holds meetings with institutional investors and other large shareholders following the release of material news to the public.     

Over the last 12 months, the Company has had increased contact with both current and prospective institutional shareholders as part of the fund-raise process for the Araguaia Project.

Equity Investors

All substantial shareholders that own more than 3% of the Company’s shares are listed within the Governance Report in the annual report.

All of the Company’s existing and prospective equity investors as well as Project level partners are important stakeholders.

 

Board review

The Board as a whole is kept informed of the views and concerns of major shareholders by briefings from the CEO, CFO and the Company’s Broker to ensure that the needs and expectations of shareholders are met. Any significant investment reports from analysts are also circulated to the Board. 


Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success


In addition to shareholders, the Company believes its main stakeholders include its employees and communities surrounding its assets. The Company dedicates significant time to understanding and acting on the needs and requirements of each of these groups via meetings dedicated to obtaining feedback on the Company’s activities. The feedback is then highlighted to the relevant persons in the Company and is actioned accordingly to the benefit of the stakeholder and the Company.

The Company is committed to its corporate social responsibility program and is dedicated to   responsible exploration and mining. Horizonte is focused on working sustainably, ensuring the health and safety of its people, and providing long lasting, net positive value to our communities.

Horizonte recognises that there is a vital social dimension to all exploration activity and strives to maintain good relationships with all communities and landholders. Horizonte adheres to a good neighbour policy of open community consultation and to sourcing materials and labour from local communities.

Safety is a core value at Horizonte, and the Company’s vision is to make safety a way of life for its employees and surrounding communities.

The Company demonstrates environmental responsibility by minimising the environmental impact of its exploration operations, planning diligently for its future mine operations, and by contributing to lasting environmental benefits.

There is little direct impact of the Company’s day to day activities at present, however this will change as we head towards construction and eventually begin extracting minerals.

In the first half of 2020, the Company will publish its first Annual Sustainability Report for 2019 (un-audited) in line with Global Reporting Initiatives standards.


Managing Responsibility at a Corporate Level  

Accountability for the Company’s Corporate Responsibility activities lies with the Board which sets out the Company’s strategic approach and development of key internal and external corporate policies. These are then delivered by the Senior Management Team (“SMT”), which is comprised of the Chief Executive Officer, Chief Financial Officer and Project Director. The SMT support the Audit Committee in ensuring compliance with the Code of Conduct, as well as financial compliance and risk management.

The external corporate policies include the following and are all found on the Company’s website:

  • Anti-Corruption and Bribery Policy;
  • Anti-Facilitation of Tax Evasion Policy;
  • Code of Conduct;
  • Corporate Complaints Policy;
  • Employment and Human Rights Policy;
  • Environmental Performance Policy;
  • Grievance Policy;
  • Occupational Health and Safety Policy;
  • Social Performance Policy and
  • Whistleblower Policy.

Managing Responsibility at a Project Level  

All employees, consultants and sub-contractors are compelled to adhere to the Company’s Business Integrity Policy.

The Company is developing its project-level Environmental and Social structures to ensure that the policies already in place at corporate level extend down to local communities during the construction phase and onwards into production. The Company has already completed an independent Gap Analysis of its Araguaia Project, which is now being developed into an Environmental Social Management System. This system will be a framework to allow the efficient monitoring and reporting of Social and Environmental requirements. It will allow our approved policies to be practicably applied by the people on the ground as well as ensuring we meet applicable standards, either locally or internationally.  

At the start of Project Development in Vermelho, the Company will have in place a dedicated Social and Environment Committee, under the remit of the CEO, reporting directly to a Board of Trustees comprising an Independent Chairman and local community representatives. This Trust will in turn report to the Board and to the Company’s shareholders in the Annual Report. As Vermelho moves into its detailed design stage, it will undertake its own Gap analysis and develop an appropriate Environmental Social Management System.

Environmental Responsibility

In January of 2019, the award of the Construction Licence, Licença de Instalação (“LI”) in Portuguese, was granted by SEMAS, the Brazilian Pará State Environmental Agency (‘SEMAS’) for Araguaia.

The granting of the LI provides Horizonte with the permits required to construct the Araguaia rotary kiln electric furnace (“RKEF”) processing plant and associated infrastructure. The LI approval represents a major de-risking step for Araguaia, which is now fully permitted to commence construction.

In partnership with ERM, Brandt, Integratio and Ramboll consultants; the Company conducted a range of studies over 2017-2019 to align with international banking standards, such as, the International Finance Corporation (IFC) Environmental and Social Performance Standards and Equator Principles.

Recommendations from the Feasibility Study were implemented throughout 2019, such as an independent expert review as well as detailed water flow data collection along the river and springs nearby the project area. All data collected confirms assessments made in the Water Balance produced by ERM and has further de-risked the Araguaia project. 

Horizonte is working closely with local communities and developed a number of new partnerships in the towns nearby our planned projects throughout 2019. These projects include:

  • Strengthening the local supply chain (FIEPA partnership);
  • Sex education and reproductive health (Barong NGO partnership); and
  • Diversification of the rural economy (EMMATUR and COPAG rural partnerships).
  • The Company advanced a number of environment stewardship projects in 2019, including: Full implementation of pilot greenhouse project, with approximately native 2000 shrubs grown;
  • Rehabilitation of two native springs within Araguaia project influence area;
  • Clean-up of Araguaia river after the local summer festival; and
  • Cultural and environmental heritage education projects.

The sustainability team also commenced baseline data collections at Vermelho in 2019 and is commencing Vermelho along the permitting pathway. We expect to announce a partner consultant group to lead the social and environmental impact assessment for Vermelho in 2020.


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 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 Committee is chaired by David Hall, and comprises only independent non-executive Directors.  

Financial and Internal controls  

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.


Corporate Risk register

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 in the Strategic Report and are monitored by the Board at their meetings.

Principal Risks and Uncertainties

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 in the Strategic 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

Board Composition

As at 31 December 2019, the Board of Directors comprised six members: one Executive Director and five Non-Executive Directors including the Chairman, Mr David Hall. The CEO is full time and each of the Chairman and Non-Executive Directors are required to commit as much time as is necessary to undertake their duties, expected to be no more than 10 days per annum. The Executive Director has a wealth of minerals exploration and development experience. Similarly, the Non-Executive Directors have extensive mineral and financial experience. Mr Owen Bavinton, Mr William Fisher and Mr Allan Walker are classified as Independent by the Toronto Stock Exchange.

Directors who have been appointed to the Company have been chosen because of the skills and experience they offer. The Board of Directors has strong, relevant experience across the areas of mining, geology, exploration and banking. The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including in the areas of mining and exploration. All Directors receive regular and timely information on the Company’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings.

Skills and knowledge have been gained through aggregated experience in mining and the wider sector and these are maintained through ongoing involvement and participation within the industry.

The Board of Horizonte is responsible for setting the vision and strategy for the Company to deliver value to the Company’s shareholders by effectively putting in place its business model.


Board Meetings

In carrying out its mandate, the Board met six times during the year ended 31 December 2019. The following table sets out attendance by the directors of the Company during those five meetings of the Board.

Board Meeting Date

David Hall1

Jeremy Martin

Allan Walker1

Alex Christopher

Owen Bavinton1

William Fisher1

 

Present

21 February 2019

Y

Y

Y

Y

Y

Y

18 March 2019

Y

Y

Y

Y

Y

Y

9 May 2019

Y

Y

Y

Y

Y

Y

9 May 2019 (AGM)

Y

Y

Y

N

Y

N

12 September 2019

Y

Y

Y

Y

Y

Y

7 November 2019

Y

Y

Y

Y

Y

Y

1 Denotes director who is considered to be independent by the Company

2 David Hall and Allan Walker have served on the Board of Horizonte for 13 years along with Jeremy Martin. The Company does not feel that this compromises their independence as for a company of the size and stage of development of Horizonte the ongoing knowledge and skill base is invaluable for the successful running of the Company.

The Board does not meet in the absence of members of management; however, the non-independent directors, if and when necessary, may excuse such persons from all or a portion of any meeting where a potential conflict of interest arises or where otherwise appropriate.

Given the size and constitution of the Board, and the current stage of development of the Company, the Board believes that the meetings held by the independent directors are not required in order to adequately facilitate open and candid discussion amongst the independent directors during the year.


Board Committees 

The Board has delegated specific responsibilities to the Audit and Remuneration Committees, details of which are set out below. Each committee has written terms of reference setting out its duties, authority and reporting responsibilities.  It is intended that these will be kept under continuous review to ensure they remain appropriate and reflect any changes in legislation, regulation or best- practice. 

There is currently no internal audit function, given the size of the Company, although the Audit Committee keeps this under annual review.

The Board considers that, at this this stage in its development, it is not necessary to establish a formal nominations committee and that this process shall be carried out by the Board. This decision will be kept under review by the Directors on an on-going basis. 


Remuneration and Audit Committees

The remuneration committee comprises David Hall, William Fisher, Owen Bavinton and Allan Walker and is responsible for reviewing the performance of the Executive Director and senior management and for setting the framework and broad policy for the scale and structure of their remuneration, taking into account all factors which it shall deem necessary. The remuneration committee also recommends the allocation of share options for the Board to approve and is responsible for setting up any performance criteria in relation to the exercise of options granted under any share options schemes adopted by the Company.

The audit committee, comprising Owen Bavinton, David Hall, William Fisher and Allan Walker, has primary responsibility for monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on and for reviewing reports from the Group’s auditors relating to the Company’s accounting and internal controls.

Disclosure Committee 

The Board decided to disband this committee and continue to meet as a Board to review any relevant matters.
 

Principle 6: Ensure that between them the directors have the necessary experience, skills and capabilities

Board as a whole

The experience and knowledge of each of the Directors gives 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 Chairman 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.

[The Company Secretary, ensures that the Group is compliant with relevant legislation and regulatory requirements, and keeps the Board informed of its legal responsibilities.]

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 that Horizonte operates in.

List of Directors

David J. Hall, BA (Hons), MSc, Fellow SEG, P.Geo, Non-Executive Chairman

Mr. Hall is a graduate in geology from Trinity College Dublin and holds a Master’s Degree in Mineral Exploration from Queen’s University, Kingston, Ontario. He has over 30 years of experience in the exploration and mining sector and has worked on and assessed exploration projects and mines in over 40 countries. From 1992, Mr. Hall was Chief Geologist for Minorco, responsible for Central and Eastern Europe, Central Asia and the Middle East. He moved to South America in 1997 as a Consultant geologist for Minorco South America and subsequently became exploration manager for AngloGold South America in 1999, where he was responsible for exploration around the Cerro Vanguardia gold mine in Argentina, around the Morro Velho and Crixas mines in Brazil and establishing the exploration programme that resulted in the discovery of the La Recantada gold deposit in Peru as well as certain joint ventures in Ecuador and Colombia. In April 2002, Mr. Hall became an executive director of Minmet and operations director in September 2002. Mr. Hall led the divestment of Minmet’s exploration assets in the Dominican Republic into GoldQuest Mining Corporation, which is listed on the TSX Venture Exchange. Mr. Hall was also founder of Stratex International Plc, that discovered the Oksut gold deposit now in production with Centerra Gold. Mr. Hall is a fellow of the Society of Economic Geologists and EuroGeol.


Jeremy J. Martin, MSc, ASCM Director and Chief Executive Officer


Mr. Martin holds a degree in Mining Geology from the Camborne School of Mines, and a Master's Degree in mineral exploration from the University of Leicester. He has worked in South America, Central America and Europe, where he was responsible for grassroots regional metalliferous exploration programmes through to resources definition and mine development. Mr. Martin has established a number of JV partnerships with major mining companies and has been involved in the formation of four AIM and TSX traded companies. He has served on a number of public company boards and is a member of the Society of Economic Geologists and the Institute of Mining Analysts.


Owen A. Bavinton, BSc (Hons), MSc, DIC, PhD,  Non-Executive Director

Dr. Bavinton graduated from the University of Queensland in Geology in 1969, holds a Master’s Degree in Mineral Exploration from Imperial College, London and a PhD in Economic Geology from ANU, Canberra, Australia. He has over 45 years of varied international experience in the minerals exploration and mining sector in several commodities. After brief periods as a junior consultant and an underground mine geologist on a Witwatersrand gold mine, from 1974 to 1985 he had several positions with Western Mining Corporation, finally as director of WMC’s activities in Brazil. From 1986 to 1992 he was Chief Executive Officer of Aredor Guinea SA. In 1992 he joined the Anglo American group where he stayed until his retirement in 2010. Based initially in Turkey and then in Budapest, he was responsible for Anglo American’s exploration and project evaluation activities in the FSU, Central Europe and the Middle East. He moved to London in 1998, initially as Head of Exploration for Minorco, and later Group Head of Exploration and Geology for the Anglo American Group. In those roles, he was responsible for worldwide exploration and geosciences covering a range of exploration projects, through all stages of development, including advanced projects and feasibility studies, as well as providing geoscience input into numerous acquisitions. He is a fellow of the Society of Economic Geologists, the Association of Applied Geochemists and the Institute of Materials, Mining and Metallurgy. Dr. Bavinton is currently an independent consultant and speaks French and Portuguese.


Allan M. Walker, MA, Non-Executive Director

Mr. Walker has over 35 years of experience in investment banking and funds management, primarily focused on energy sector project finance and private equity, particularly in emerging markets. He has extensive contacts in the energy, infrastructure and resources sectors worldwide, as well as with governments, multilateral agencies and regional development banks. Mr. Walker is currently a consultant with UK Department for International Trade, where he is Head of Project Finance. Previously he was with Masdar Capital in Abu Dhabi, as Executive Director, responsible for managing the third party private equity funds management business for Masdar, the Abu Dhabi government’s clean energy and sustainability company. Prior to that he founded (in 2005) and ran a similar private equity fund for Black River Asset Management (UK) Limited, an indirectly held subsidiary of Cargill Inc. Prior to Black River, Mr. Walker was head of power and infrastructure in London for Standard Bank Plc, a world leader in emerging markets resource banking. Mr. Walker was also previously a director in the Global Energy and Project Finance Group of Credit Suisse First Boston in London and ran the energy group at CSFB Garantia in Sao Paulo, Brazil from 1998 to 2001, where he spent seven years covering Latin America. He also spent three years in the energy group of ING Barings in New York. Mr. Walker graduated with an MA in economic geography from Cambridge University in 1982 and received his financial training on a one year residential training programme with JP Morgan in New York in 1983. He speaks Portuguese and Spanish.


Sepanta Dorri, BA, MAcc, MBA, CPA, Non-Executive Director

Ms. Dorri is a Canadian Chartered Professional Accountant and holds a holds a Bachelor of Accountancy and a Master of Accountancy, both from the University of Waterloo, and a Master of Business Administration from the London Business School. In her capacity as Vice President, Corporate Development of Teck Resources since late 2018, Ms. Dorri is responsible for the identification and pursuit of external growth opportunities and providing support for internal growth initiatives. In earlier roles, Ms Dorri was Vice President, Corporate and Stakeholder Development at Teranga Gold, General Manager, Corporate Development at Xstrata Nickel, and Vice President, Investment Banking, Metals and Mining Group at Merrill Lynch Canada. She brings to the role 15 years of experience in mining and metals in the areas of corporate development, financial and investment banking.


William Fisher, P.Geo, Non-Executive Director

Mr. Fisher graduated as a geologist in 1979 and has extensive industry experience which has included a number of residential posts in Africa, Australia, Europe and Canada in both exploration and mining positions. Under his leadership, Karmin Exploration discovered the Aripuanã base metal sulphide deposits in Brazil. From 1997 to 2001 Mr. Fisher was Vice President, Exploration for Boliden AB, a major European mining and smelting company where he was responsible for thirty five projects in nine countries. From 2001 to 2008, Bill led GlobeStar Mining Corp. from an exploration company to an emerging base metal producer in the Dominican Republic which developed and operated the Cerro de Maimon mine until it was sold to Perilya for USD 186 million. Mr. Fisher was also Chairman of Aurelian Resources which was acquired by Kinross in 2008 for USD 1.2 Billion after the discovery of the Fruta del Norte gold deposit in Ecuador. Mr. Fisher currently serves as Executive Chairman of Goldquest Mining Corp. (TSX: GCQ), independent director of Treasury Metals Inc. (TSX: TML) and Chairman of Rame Energy (AIM: RAME).

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 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 Chairman, co-ordinated by the Company Secretary and concluded by Chairman interviews where necessary. In addition, the Non-Executive Directors met, informally, without the Chairman present and evaluated his 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 Chairman 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 Chairman 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

The Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value.

Horizonte's company culture is consistent with its objectives, strategy and business model. The Board regularly meets and monitors the business and its stakeholders to ensure the values and strategy are aligned with the Company’s internal culture. The Directors act with integrity, lead by example, and promote the desired culture.

We believe that transparency and ethical behaviour are central to any successful company and undertake all development with respect to the environment and neighbouring communities. We seek to do this by:

Clarity – remuneration arrangements is transparent and promotes effective engagement with shareholders and the workforce;

Simplicity – remuneration structures avoid complexity and their rationale and operation are easy to understand;

Risk – remuneration arrangements ensure reputational and other risks from excessive rewards, and behavioural risks that can arise from target-based incentive plans, are identified and mitigated;

Proportionality – the link between individual awards, the delivery of strategy and the long-term performance of the Company should be clear. Outcomes do not reward poor performance;

Alignment to culture – incentive schemes drive behaviours consistent with company purpose, values and strategy.


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 roles and responsibility of the Chairman, CEO and other directors are laid out below:


Chairman:

The primary responsibility of the Chairman is to lead the Board effectively and to oversee the adoption, delivery and communication of the Company’s corporate governance model. The Chair has adequate separation from the day-to-day business to be able to make independent decisions. Save in exceptional (and well justified and explained) circumstances, the Chair should not also fulfil the role of Chief Executive.


Chief Executive Officer (CEO):

The Company’s CEO is charged with the delivery of the business model within the strategy set by the Board. The CEO works with the chair and NEDs in an open and transparent way and keeps the chair and NEDs up-to-date with operational performance, risks and other issues to ensure that the business remains aligned with the strategy.


Non-executive directors (NED):

The Company’s NED`S participate in all board level decisions and play a particular role in the determination and articulation of strategy. The Company’s NED’s provide oversight and scrutiny of the performance of the executive directors, whilst both constructively challenging and inspiring them, thereby ensuring the business develops, communicates and executes the agreed strategy and operates within the risk management framework.

Board matters

Overall role of the Board including Internal Controls – please refer to Principle 5 for further information.

The Board has delegated certain authorities to committees, each with formal terms of reference:

  • Nomination Committee – the whole Board acts as a Nomination Committee
  • Audit Committee – please refer to Principle 5 for further information
  • Remuneration Committee – please refer to Principle 5 for further information
  • Corporate Governance Committee – please refer to Principle 5 for further information

Reserved Matters

The Board has reserved the following matters for sole approval by the Board:

  • Review and approval of the Company’s strategic plan
  • Review and approval of the Annual operating plan and financial budget, including any changes during the year
  • Establishment of expenditure limits and approval of exceptions
  • Hiring, review and compensation of CEO and CFO
  • Director recruitment
  • Appointment of Chairman 
  • Appointment of Committee Chairmen and Committee members

Governance Framework

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.


Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

As part of the Company’s AGM Horizonte releases the results of the votes in a transparent fashion to all of the Company’s stakeholders.

In the occurrence where a significant proportion of votes (i.e. 20% and above) have been cast against a resolution at a general meeting, The Company will include an explanation of what actions it intends to take to understand the reasons behind that vote result, and, where appropriate, any different action it has taken, or will take, as a result.

Work of the Board Committees

The Corporate Governance committee meet to undertake its customary annual review and focussed on the Company’s compliance with the revised QCA Guidelines.

The Disclosure Committee was disbanded by the Board last year and all relevant matters are reviewed by the Board as a whole.

The Audit Committee and Remuneration Committee reports are detailed below.

Audit Committee Report

The Audit Committee’s last report is included in the Annual report to 31 December 2019 and its next one will be included in the annual report to 31 December 2020, to be published in March 2021.  Please refer to principle 5 for the scope of the Audit Committee.

Remuneration Committee report

The Remuneration Committee’s last report is included in the Annual report to 31 December 2019 and its next one will be included in the annual report to 31 December 2020, to be published in March 2021.  Please refer to principle 5 for the scope of the Remuneration Committee.


Dialogue with Shareholders


Please refer to Principle 2 for further details. 


NPV calculated using 8% discount rate

The Stage 2 expansion case was developed to a scoping study level of accuracy

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