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AIM: HZM 2.02 GBX
TSX: HZM 0.03 CAD
Developing the next major nickel project in Brazil

Corporate governance

Board of Directors
The Horizonte Board of Directors is comprised of six members; one Executive Director and five Non-Executive Directors including the David Hall (Chairman), Jeremy Martin (CEO), Owen Bavinton, William Fisher, Alex Christopher and Allan Walker.

The Board recognises the importance of sound corporate governance commensurate with the size of the Company and the interests of Shareholders. As the Company grows, the Directors will seek to develop policies and procedures in line with the requirements of the Code of Best Practice (commonly known as the ‘UK Corporate Governance Code’), as published by the Financial Reporting Council so far as is practicable and considers them to be appropriate taking into account the size and nature of the Company.

Remuneration Committee
The Remuneration Committee comprises David Hall, William Fisher and Allan Walker. It 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.

Audit Committee
The Audit Committee comprises Owen Bavinton, David Hall, William Fisher and Allan Walker. Its responsibilities include: monitoring the quality of internal controls, ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company’s auditors relating to the Group’s accounting and internal controls.

Relations with Shareholders and Securities Trading
The Company has adopted a share dealing code for dealings in shares by Directors and senior employees which is appropriate for an AIM and TSX listed company. The Directors comply with relevant AIM and TSX rules relating to Directors’ dealings and take reasonable steps to ensure compliance by the Group’s applicable employees.

The Board is committed to providing effective communication with the shareholders of the Company. Significant developments are disseminated through stock exchange announcements and regular updates on the Company website. The Board holds an Annual General Meeting as a medium of communication for the shareholders.

Bribery Act

Our clear position on bribery and corruption is that the offering, paying, authorising, soliciting or accepting of bribes is unacceptable. We conduct analysis for corruption risks within our businesses and seek to address these risks through policies and procedures, training and awareness raising, monitoring and controls.
We committed to acting fairly, ethically and with integrity in all territories in which we do business. The policy of the Group is not to engage in or tolerate bribery in any form within our organisation or within organisations that we do business with.

Takeovers and mergers
Horizonte is subject to the UK City Code on Takeovers and Mergers.

Key QCA Principles

Horizonte has chosen to adhere to the Quoted Companies Alliance (QCA) corporate governance code in order to follow good governance practice. It serves as a practical outcome-oriented approach to corporate governance for AIM quoted companies.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders
Horizonte Minerals plc is an AIM and TSX-listed nickel development focused in Brazil. The Company is developing the Araguaia Project as the next major ferronickel mine in Brazil. With the Vermelho nickel-cobalt project being advanced with the aim of being able to supply nickel and cobalt to the EV battery market.

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.

Principle 2: Seek to understand and meet shareholder expectations
The Company maintains a dedicated email address 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. As the Company is too small to have a dedicated investor relations department, the CEO is responsible for reviewing all communications received from members and determining the most appropriate response. In addition to these passive measures, the CEO typically engages with members through a roadshow once or twice each year. The Company posts its interim results on its website and additionally posts its Full year results to the website and sends the Annual Report to shareholders in the Company.

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 stakeholder groups are 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 from the stakeholders, via calls and meetings following the meetings. The feedback is then highlighted to the relevant persons in the Company and is then actioned accordingly with benefit of the stakeholder and the Company.

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

Horizonte recognises that there is a vital social dimension to all exploration activity and 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 our 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.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Non-Executive Directors are expected to satisfy themselves on the integrity of financial information and that financial controls and risk management systems are robust and defensible.

The Company’s directors oversee a number of committees and are laid out as per the below.

The Audit Committee:
The Horizonte Audit Committee provides confidence to shareholders on the integrity of the financial results of the Company expressed in the annual report and accounts and other relevant public announcements of the Company.

The Remuneration Committee:
The Company’s remuneration arrangements are aligned to support the implementation of Horizonte’s strategy and effective risk management for the medium to long-term. It is the role of the Company’s remuneration committee to ensure that this is done and to take into account the views of shareholders.

The Nomination Committee:
Horizonte’s Nomination Committee ensures there is a robust process for the appointment of new Board directors.

Principle 5 - Maintain the Board as a well-functioning, balanced team led by the chair

The Board comprises the CEO, Non-Executive Chairman and four Non-Executive Directors. The CEO is full time and each of the Chairman and Non-Executive Directors is required to commit as much time as is necessary to undertake their duties, expected to be no more than 10 days per annum. 

In carrying out its mandate, the Board met four times during the year ended 31 December 2017. The following table sets out attendance by the directors of the Company during those five meetings of the Board.

 

Board Meeting Date

David Hall1,2

Jeremy Martin

Allan Walker1,2

Alex Christopher1

Owen Bavinton1

William Fisher1

 

Present

12 January 2017

Yes

Yes

Yes

Yes

Yes

Yes

25 April 2017 (AGM)

Yes

Yes

Yes

 Yes

Yes

Yes

10 August 2017

Yes

Yes

Yes

Yes

 Yes

Yes

12 October 2017

Yes

Yes

Yes

Yes

 Yes

Yes

9 November 2017

Yes

Yes

Yes

Yes

 Yes

Yes

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

2 David Hall and Allan Walker have served on the Board of Horizonte for 12 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.

Principle 6 - Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

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. 

A biography of each of the Directors is included within the Board of Directors section on this website, at:
http://horizonteminerals.com/uk/en/leadership/

The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including in the areas of gold mining and exploration. All Directors receive regular and timely information on the Group’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 gold mining and the wider sector and these are maintained through ongoing involvement and participation within the industry.

All Directors retire by rotation at regular intervals in accordance with the Company’s Articles of Association.

The Company Secretary, Simon Retter, 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.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Evaluation of the performance of the Company’s Board has historically been implemented in an informal manner. From 2018 however, the Board will formally review and consider the performance of each director at or around the time of publication of the Company’s annual report. The remuneration will be determined in accordance with the Articles of Association. When determining executive director remuneration policy and practices, the Company’s remuneration committee addresses the following:

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.
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 a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value.

Horizonte's company culture is consistent with the Company’s objectives, strategy and business model and is consistent with the Company’s objectives, strategy and business model.

The Board regularly meets and monitors the business and its stakeholders to ensure the values and strategy, and satisfy itself that these and its culture are aligned. The Company’s directors act with integrity, lead by example and promote the desired culture.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
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.

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 fulfill the role of chief executive.

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:
The Company’s NED`S participates 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.

The primary responsibility of the chair is to lead the Board effectively and to oversee the adoption, delivery and communication of the Company’s corporate governance model. The chair must have adequate separation from the day-to-day business to be able to make independent decisions.

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.

This page was last reviewed on 07/09/2018

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