Alba’s shares are traded on the AIM Market operated by the London Stock Exchange Plc (“LSE”) and as such is governed by specific rules, the AIM Rules for Companies. The AIM Rules can be found here.
In addition, as a resource company, Alba is required to abide by the requirements set out in the AIM Note for Mining and Oil and Gas Companies. These guidelines can be found here.
Alba’s Nominated Adviser (Nomad) monitors these rules and Alba's compliance with them. The Directors have responsibility for the overall corporate governance of the Group. The Directors are committed to the principles underlying best practice in corporate governance and intend to comply with the principles of the UK Corporate Governance Code and the Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies (the QCA Code) in such respects as they consider appropriate for a company of Alba's size and nature. To the extent that it is not compliant with the QCA Code, it is intended that Alba will become so as the Company and its business mature.
Board of Directors
The Board of Directors comprises the Executive Chairman, the Chief Executive Officer and a Non-Executive Director. The Executive Chairman and Non-Executive Director are the members of the Remuneration, Audit and Nomination Committees. These Committees are chaired by the Non-Executive Director.
The Directors are of the opinion that the Board membership represents a suitable balance and that the recommendations of the QCA Code have been implemented to an appropriate level at this stage of Alba’s corporate development. The Board is however aware that it is not compliant with the QCA Guidelines in respect of having two independent non-executive Directors. The Board, through the Executive Chairman and Chief Executive Officer, maintain regular contact with advisers in order to ensure that the Board develops an understanding of the views of major shareholders about the Company. The Board has a wide range of experience directly related to the Group and its activities and its structure ensures that no one individual or group dominates decision-making processes.
All Directors have access to the advice of the Company’s solicitors. Necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. All Directors have access to independent professional advice, at the Company’s expense, as and when required.
The Executive Chairman is the leading representative of the Company, presenting the Company’s aims and policies to external interested parties. His responsibilities include taking the Chair at Board Meetings and General Meetings with shareholders, where he is responsible for ensuring the appropriate supply of information. He is also responsible for leading the development and execution of the Company’s long-term strategy, overseeing matters pertaining to the running of the Company and ensuring that the Company meets all legal requirements and corporate responsibilities.
The Board meets regularly throughout the year and at least once a month. The Board is responsible for formulating, reviewing and approving the Group’s strategy, financial activities and operating performance.
The Company maintains insurance in respect of its Directors and officers against liabilities in relation to the Company.
The Company finances its operations through equity. It holds its cash as a liquid resource to fund its ongoing financial outgoings and obligations. Decisions regarding financial management are approved by the Board.
The Company is subject to the UK City Code on Takeovers and Mergers.
The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Group and to ensure the reliability of financial information for both internal use and external publication. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, in light of increased activity and further development 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. Project milestones and timelines are regularly reviewed.
The Board has adopted a Share Dealing Policy for dealings in shares by directors and senior employees which is appropriate for an AIM-listed company.
Subject to trading prohibitions applying to “close periods” (usually 30 calendar days prior to the publication of the interim and final audited accounts or at any time when the relevant individual is in possession of inside information), trading can occur provided the relevant individual has received the appropriate prescribed clearance. All Directors and employees are required to obtain consent from the Executive Chairman (or in his absence, the Chief Executive Officer) if they intend to undertake a transaction in the Company’s shares.
Relations with Shareholders and Stakeholders
The Board recognises that it is accountable to shareholders for the performance and activities of the Company and to this end is committed to providing effective communication with the shareholders of the Company.
The Board also recognises that as a natural resources company, it has responsibility to engage openly, transparently and effectively with community stakeholders, local government and national government agencies.
Significant developments are disseminated through stock exchange announcements and regular updates of the Company website where descriptions of the Company’s projects are available and updated regularly. In addition, copies of press comments, stockbroker notes, video updates and presentations are available. On the website, shareholders may sign up to receive news releases directly by email.
The Board views the Annual General Meeting as an important forum for communication between the Company and its shareholders, and encourages shareholders to express their views on the Company’s business activities and performance.