Share Price Information
NEWS AND ANNOUCEMENTS
QUARTERLY REVIEW OF OPERATIONS
HALF YEAR REPORTS
ANNOUNCEMENTS – 2018
ANNOUNCEMENTS – 2017
The Board of Directors of Kore Potash Plc (“Kore” or the “Company”) recognises the value and importance of maintaining the highest standards of corporate governance and aims to comply with the provisions set out in the 2016 UK Corporate Governance Code (“UK Code”). Although compliance with the UK Code is not compulsory for AIM companies, the Directors intend to apply the provisions, where practicable, so as to adhere to the highest standards of governance.
In July 2018, the Financial Reporting Council released the revised 2018 UK Corporate Governance Code (“2018 UK Code”) which will come into effect on 1 January 2019; the Board is considering the 2018 UK Code and the changes required for the Company to be compliant.
As a company admitted to the ASX Official List, the Company will also comply with the ASX Corporate Governance Principles. These principles require ASX listed entities to release an annual corporate governance statement (at the same time as its annual report) which must disclose the extent to which the entity has followed the corporate governance recommendations set by the ASX Corporate Governance Council in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.
Board of Directors
The Board is responsible for the effective management of the Company. The Board believes the Company has a well-established culture of strong corporate governance and internal controls which are appropriate and proportional, reflecting the Company’s culture, size, complexity and risk.
The Board currently comprises one (1) Executive Director and six (6) Non-Executive Directors, which includes the non-executive Chairman. For the purposes of the UK Code, the Board regards Jonathan Trollip, David Netherway and Leonard Math as independent non-executive Directors. Timothy Keating and Jose Antonio Merino are representatives of SGRF and SQM respectively and are therefore not considered by the Board to be independent for the purpose of the UK Code. The Board considers David Hathorn to have been independent on appointment but by virtue of being Chairman, is not considered by the Board to be independent for the purposes of the UK Code.
The 2018 UK Code recommends that at least half the board, excluding the chair, should be non-executive directors whom the board considers to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, their judgement. The Company complies with the requirements of the 2018 UK Code in this respect with three non-executive Directors determined by the Board to be independent.
The UK Code recommends that the Board should appoint one of its independent non-executive Directors to be the Senior Independent Director. The Senior Independent Director should be available to Shareholders if they have concerns over an issue that the normal channels of communication (through the Chairman, the Chief Executive Officer or the Chief Financial Officer) have failed to resolve or for which such channels of communication are inappropriate. The Company’s Senior Independent Director is Jonathan Trollip.
The 2018 UK Code suggests appointing a designated non-executive director to engage with the workforce. The Company intends to designate one of the independent non-executive directors to engage with the workforce prior to 1 January 2019.
The Board has established an Audit and Risk Committee, a Remuneration and Nomination Committee and a Health, Safety and Environmental Committee, each with formally delegated duties and responsibilities and with written terms of reference.
Audit and Risk Committee
The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, including reviewing the Group’s annual and half year financial statements and accounting policies, internal and external audit and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors and advising on the appointment of external auditors.
The Audit and Risk Committee is responsible for ensuring the integrity of the financial information reported to shareholders and internal control systems and ensuring effective risk management and financial control frameworks have been implemented. The Audit and Risk Committee also ensures that appropriate procedures, resources and controls are in place to comply with the AIM Rules for Companies and the Market Abuse Regulations, and monitor compliance thereof, and seeks to ensure that the Company and its nominated advisor are in contact on a regular basis.
The Audit and Risk Committee currently has three members, two of whom are independent non-executive directors including the chair, Leonard Math, who is considered by the Board to have recent and relevant financial experience. The Audit and Risk Committee also comprises Jonathan Trollip and David Hathorn. The UK Code recommends that the Audit Committee for smaller companies should comprise a minimum of two independent non-executive directors and that the Chairman of the Board may be a member of the committee. The 2018 UK Code recommends that the Chairman of the Board should not be a member of the Audit Committee and as such, David Hathorn will step down from the Audit and Risk Committee prior to 1 January 2019 and be replaced by David Netherway as an independent non-executive director. The Audit and Risk Committee meets formally at least twice a year and otherwise as required. The Audit and Risk Committee also meets with the Company’s external auditors at least twice a year.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is responsible for considering and recommending Board candidates for election or re-election, reviewing succession planning, determining the terms of employment and total remuneration of the executive Director and Chairman and considering the Group’s incentive schemes.
The Remuneration and Nomination Committee has three members, two of whom are independent non-executive directors including the chair, Jonathan Trollip. The committee also comprises David Netherway and David Hathorn. The UK Code recommends that the Remuneration Committee for smaller companies should comprise a minimum of two independent non-executive directors and the Chairman of the Board, if they were independent upon appointment, may be a member but should not be the chair of the Remuneration Committee. The Remuneration and Nomination Committee meets formally at least twice a year and at such other times as required.
Health, Safety and Environmental Committee
The Health, Safety and Environmental Committee is responsible for assisting the Board in fulfilling its oversight responsibilities with respect to health, safety and environmental matters affecting the Group, including recommending health, safety and environmental policies and policy changes to be adopted by the Group, review compliance status and any material non-compliance, ad in the event of an incident, review the incident and remedial actions being taken.
The Health, Safety and Environmental Committee is chaired by David Netherway and comprises David Hathorn, Brad Sampson and Gavin Chamberlain (COO). The Health, Safety and Environmental Committee will meet formally at least twice a year and at such other times as required.
Share Dealing Code
The Company has adopted a share dealing code for Directors and applicable employees (within the meaning given in the AIM Rules for Companies) in order to ensure compliance with Rule 21 of the AIM Rules for Companies and the provisions of the Market Abuse Regulations relating to dealings in the Company’s securities. The Board considers that the Share Dealing Code is appropriate for the Company whose shares are admitted to trading on AIM, the JSE and the ASX.
Directors’ Remuneration and Share Option Schemes
The Company’s non-executive Directors (other than Jose Antonio Merino) have received a one-off award of Performance Rights under the Company’s Performance Rights Plan which entitles the holder to one ordinary share on vesting. The award of Performance Rights to the non-executive directors was approved by shareholders at the June 2018 Annual General Meeting. The Performance Rights are not subject to any performance criteria. Given the small quantum of Performance Rights awarded to each non-executive Director, the Board is of the view that these Performance Rights do not affect the independent judgement of the independent non-executive Directors.
The non-executive Chairman and Executive Director have been awarded Share Options, as approved by shareholders at the June 2018 Annual General Meeting. The Share Options have been structured to recognise the Company’s current state of development and the key project milestones that are critical to the success of the Company, which may result in the Share Options being exercisable within three years from award. Following the achievement of these project milestones and the expiration and/or satisfaction of the conditions of the Share Options, the Board intends to adopt a new incentive scheme that will be more in line with the recommendations of the 2018 UK Code.