Home»
Corporate»
Corporate Governance

Corporate Governance

The Board of Directors is accountable to the shareholders for the corporate governance of the Company. African Eagle operates within the mining sector in an effective and efficient way, with integrity and due regard for the interests of shareholders and other stakeholders. African Eagle follows the principles of corporate governance set out in the QCA Guidelines.

Board of Directors

The Board of African Eagle is responsible for the success of the Company. The Board’s functions are:

To establish strategic objectives and policies;
To oversee all aspects of the finances;
To review performance and controls continuously;
To manage risk;
To decide on key business transactions, and
To manage the interests of stakeholder groups.

The Board currently comprises five members: three Executive Directors and two Non-executive Directors. Biographies of the Directors can be found here. The Directors’ varied backgrounds and relevant industry experience give African Eagle a good combination of the knowledge and expertise necessary to manage the business effectively. The structure of the Board ensures that no one individual dominates the decision-making process. Directors’ respective responsibilities are shown in the table below.

		Board Committees
Director	Title	Executive	Audit	Remuneration	Exploration
Euan Worthington	Chairman		x	x
Mark Parker	Managing Director	x			x
Christopher Davies	Operations Director	x			x
Bevan Metcalf	Finance Director	x
Geoffrey Cooper	Non-Executive Director		x	x

At the forthcoming AGM, and in accordance with the Articles of Association, Mr Metcalf has agreed to retire and, being eligible, offer himself for re-election. The Board acts as the Nominations Committee and appointments to the Board are made after due consideration and evaluation.

Non-executive Directors, Euan Worthington and Geoffrey Cooper have interests in the ordinary shares of the Company and hold share options. The following committees deal with the Group’s affairs and provide experienced and objective advice to the Board.

Executive Committee

The Executive Committee meets a minimum of four times per year and is empowered to take, on behalf of the Board, whatever management action is necessary to further the strategy, business objectives and targets established by the Board and to safeguard the interests of the Company. The Managing Director, Mark Parker, has been delegated executive responsibility for the Company. The other members of this Committee are Bevan Metcalf and Christopher Davies.

Audit Committee

The Audit Committee:

ensures the operation of good financial practices throughout the Group;
ensures that controls are in place to protect the assets and to ensure the integrity of financial information;
reviews the interim and annual financial statements; and
reviews all aspects of the audit programme and provision of non-audit services by the auditors.

The Finance Director and a representative of the external auditors normally attend meetings of the Audit Committee, which meets at least twice per year. The external auditors have direct access to the members of the Committee without the presence of the Executive Directors, for independent discussions. The Committee is chaired by Euan Worthington and the other member is Geoffrey Cooper. The members are Non-executives and therefore independent and financially literate. If issues arise which are deemed outside the areas of expertise of the members, independent expert advice is sought.

Remuneration Committee

The Remuneration Committee normally meets twice per year and is chaired by Geoffrey Cooper. The other member is Euan Worthington.

The main duties of the committee are:

to make recommendations concerning the salaries of the Executive Directors;
to consider other benefits granted to the Executive Directors;
to make recommendations in respect of the terms of the service contracts of the Executive Directors and any proposed changes to those contracts; and
to oversee the operation of the Company’s share option scheme.

Being composed of Non-executive Directors who have no personal interest in the outcome of its decisions, the Committee provides some reassurance to the shareholders that the remuneration of the Executive Directors is fair, but not excessive. Financial packages for Executive Directors are established by reference to those prevailing in the market place for Directors of similar status, skills and qualifications and should be sufficient to attract, retain and motivate Directors of the quality required to run the business successfully. The salaries of the Executive Directors have not been increased in the past three years.

The remuneration of Non-executive Directors, while subject to similar criteria, is governed mainly by the amount of time each Non-executive commits to African Eagle.

Dutwa Joint Venture Committee

As the Company is now focused on developing the Dutwa nickel project the Exploration Committee has to a large extent been replaced by the Dutwa Joint Venture Committee. This Committee comprises representatives of the Company and representatives of SAFINA. The Committee reviews progress and results at Dutwa, sets operational priorities and approves work programmes and budgets. We intend to finalise the joint venture agreement in Q2 2011.

Internal Controls

The Directors are responsible for establishing and maintaining the Group’s internal controls and for reviewing their effectiveness. Financial, operational and compliance procedures are designed to safeguard the Group’s assets and are regularly reviewed by the Board. The Finance Director visits the overseas operations to review the internal controls and to meet the local auditors to review areas of risk. The internal control system is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. 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 with regard to the size of the Group and the stage of its development.

Communication with Shareholders

The Board recognises that it is accountable to shareholders for the performance of the Group and attaches great importance to maintaining good relations with its shareholders. Market sensitive information is released to all shareholders concurrently in line with stock exchange rules. The Company is listed on the AIM market of the London Stock Exchange and on the Alternative Exchange of the Johannesburg Stock Exchange (“AltX”), and has consented to its shares being traded on the London Plus Market. At the end of March 2011, the Company had 1,144 shareholders on its register.

African Eagle uses its website as its default method of publication of statutory documents and communications to shareholders, such as the Annual Report and Accounts. Reducing the number of communications sent by post will not only result in cost savings for the Company but also reduce the impact that the printing and distribution of these reports has on the environment. Shareholders who consented to website publication will continue to be notified each time that a statutory communication is placed on the website.

African Eagle exhibits at conferences such as Mines and Money in London, The Mining Indaba in South Africa, PDAC in Toronto and AMC at Livingstone in Zambia. The Company presents at investor forums, in order to give shareholders and potential investors the opportunity to review the Group’s progress and to ask questions of the Directors.

Financial reports, presentations, news releases, details of the Company’s exploration projects and other Company information are all available on the Group’s website (www.africaneagle.co.uk).

UK Office & Registered Address : 2nd Floor, 6-7 Queen Street, London, EC4N 1SP, UK,
+44 20 72 48 60 59 Fax +44 20 76 91 77 45 e-mail info@africaneagle.co.uk
Conditions of use