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AIM & ESM Rule 26

Corporate Governance

THE QUOTED COMPANY ALLIANCE CODE (QCA)

The Directors of Great Western Mining Corporation plc recognise the importance of good corporate governance and have decided to apply the Quoted Companies Alliance Corporate Governance Code (“QCA Code”). The QCA Code was developed by the QCA in consultation with several significant institutional small company investors. The underlying principal of the QCA Code is that “the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term”. The Directors anticipate that whilst the Company will continue to comply with the QCA Code, given the Group’s size, and plans for the future, it will also endeavour to have regard to the provisions of the UK Corporate Governance Code as best practice guidance to the extent appropriate for a company of its size and nature. Please refer to the table below to see how the Company addresses the key governance principles defined in the QCA Code.

The last review of this disclosure was on the 25th of September 2018.

THE PRICIPLES OF THE QUOTED COMPANY ALLIANCE (QCA) CODE

DELIVER GROWTH

QCA Code Principal

Application (as set out by QCA)

What we do and why

 1. Establish a strategy and business model which promote long-term value for shareholders

The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of the products and corporate structure and set out how the company intends to deliver shareholder value in the medium to long term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long term future.

Great Western Mining Corporation strategy is to invest in a systematic exploration programme on its 8319 hectares of licensed mineral load claims in Mineral County, Nevada, until a measured resource can be identified. Shareholder value will then be realised with the mining of the contained minerals or the onward sale of the resource.

The Group’s strategy and mitigation of challenges will be defined each year in its Report and Accounts.

 2. Seek to understand and meet shareholders needs and expectations

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders expectations and should seek to understand the motivations behind shareholders voting decisions.

 

 

The Board is committed to creating shareholder value with its exploration programme that should eventually lead to dividend payments.

Great Western Mining supports communication between the Company and its shareholders. It does this this by regular reporting and making the board aware of any shareholder questions or comments.

The Annual General Meeting is considered a significant forum for dialogue with its shareholders. All directors and members of committee welcome questions.

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

Long-term success relies upon the good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

Where matters that relate to the company’s impact on society. The communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.

Feedback is an essential part of the control mechanisms. Systems need to be in place to solicit, consider and act on feedback from the stakeholder groups.

 

 

Great Western Mining, being a small organisation at the moment, has the benefit that the Board executives are fully integrated and communicate daily to exchange views and information.

The Board recognises that exploration in wilderness areas carries a responsibility and takes very seriously the need to adhere to environmental and conservation legislation.

To this end the Company has engaged an expert Environmental and Planning company to ensure that actions taken today will not affect shareholder value later.

Great Western Mining relies upon the integrity and support of its independent geologists and drilling organisations. There is a continuing dialogue between the Company and the contractors so as to analyse progress and agree the best course of action to meet the plan at the most economical cost.

 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; company’s need to consider their extended business, including the company’s supply chain, from key suppliers to end customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

 

The Company has established Financial Procedures and Audit Committee directives.

The Board is responsible for forming and reviewing the overall company strategy, approving budgets, adherence to the budgets, and approval of capital expenditure.

The Audit Committee assists the Board in discharging its duties regarding the Financial Statements and Accounting Policies.

The Board considers the maintenance of the integrity of the Company’s exploration effort of vital importance for the creation of future shareholder value.

Lawyers in Ireland, the USA and United Kingdom are available for relevant consultation to mitigate the possibility that corporate, employment, planning, environmental laws and ordinances are not adhered to.  

The Company has its own Code of Business Conduct, it forms part of the engagement process for both the Board and all employees.

 

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

QCA Code Principle

Application (as set out by QCA)

What we do and why

 5. Maintain the board as a well-functioning, balanced team led by the chair

 

 

 

 

 

The board’s members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of the approach to, corporate governance lies with the chair of the board.

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement.

 

The Company is controlled by the Board of Directors. Brian Hall, the Non-Executive Chairman, is responsible for the running of the Board. David Fraser, the Chief Executive Officer has the executive responsibility for running the Company’s business and implementing Group Strategy. There are two further Executives, Melvyn Quiller, Finance Director and Robert O’Connell, Operations Director.

All Directors communicate and information is regularly disseminated on the financial and operation position of the Company

The Board sits regularly and is supported by the Audit Committee, the Remuneration Committee and the Nominations Committee. The terms of reference for the Audit and Remuneration Committees are published on the website. Adequate notice is given so as to enable all Directors to be present and Board papers are circulated in advance with the minutes circulated promptly thereafter.

The Company has procedures in place to identify and deal with conflicts of interest, especially if any Director might be conflicted.

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

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

The board should not be dominated by one person or group of people. Strong personal bonds can be important but can also divide a board.

As companies evolve, the mix of skills and experience required on the board will change, the board composition will need to evolve to reflect the change.

With one Non-Executive and three Executive Directors the Board considers that it has a suitable balance between knowledge and independence to enable it to discharge its duties effectively. The Company intends to engage the services of one further Non-Executive Director as soon as a suitable candidate can be identified.

All Directors have access to advice from the Company Secretary. In the event they need independent advice in the furtherance of their duties, independent advice will be made available with the Company bearing the cost.

The Board takes all decisions regarding the appointment, and removal of Directors. The Nominations Committee has the responsibility for proposing suitable candidates for both Directors and senior management.

 7. Evaluate the board performance based on clear relevant objectives, seeking continuous improvement

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the senior management team.

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.

The Chairman continually reviews the performance of the Board together with the Audit and Remuneration Committee and will report findings to the Board if found necessary.

The Chairman of the Nominations Committee continually considers Succession Planning, reporting to the Board when deemed necessary.

In accordance with the Company’s Articles of Association half the Board retire by rotation at the AGM and may offer themselves for re-election

 8. Promote a corporate culture that is based on ethical values and behaviour

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team.

Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including, recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

The corporate culture should be recognised throughout the disclosures in the annual report, website and other statements issued by the company.

The Board wholeheartedly supports a corporate culture that reflects all modern accepted standards and also insists that its employees and contractors adhere to this policy.

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

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

  • Size and complexity; and
  • Capacity, appetite and tolerance for risk.

 

The governance structure should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

The Board is responsible for the long term success of the Company and sits at least eight times each year with additional meetings if required. A formal schedule of matters is tabled for decisions that will determine the direction and future of the Company.

The meeting agenda is produced and delivered with supporting papers to each Director in sufficient time to permit attendance.

Decisions are taken democratically with any concerns being noted in the meeting minutes.

The Minutes are circulated to all Directors following the close of the meeting.

 

BUILD TRUST

QCA Code Principle

Application a(as set out by QCA)

What we do and why

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

A healthy dialogue exist between the board and all its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communications and reporting structure should exist between the board and its constituent’s parts of its shareholder base. This will assist:

The communication of shareholder views to the board; and

The shareholders understanding of the unique circumstances and constraints faced by the company.

It should be clear where these communication practices are described (annual report or website).

The Company encourages communication with its shareholders and other interested parties. It considers the AGM, the Annual Report and Accounts, regular market update announcements and the corporate website as its principal means of communication.

 

Bribery and Corruption Policy

The Company has a robust anti-bribery and anti-corruption policy which applies to the Board and all employees and persons associated with the Company such as consultants and contractors. They are all required to observe and uphold a zero tolerance position on bribery and corruption as well as providing guidance on how to recognise and deal with bribery and corruption issues and their potential consequences, while preserving acceptable boundaries of corporate hospitality and entertainment. The Company expects all employees and persons associated with the Company to conduct their day to day business activities in a fair, honest and ethical manner, be aware and refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in compliance with it. Directors and managers at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand the policy.

Share Dealing Policy

The Company has adopted a share dealing policy regulating trading and confidentiality of inside information for Directors and other persons discharging managerial responsivities, including their persons closely associated, which contain provisions appropriate for a company whose shares are admitted to trading on AIM and in particular relating to dealing during closed periods which will be in accordance with MAR. The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of the share dealing policy.

Business Description

Great Western Mining, incorporated in 2004, is a mineral exploration company focussed on copper, silver, gold and other mineral targets in Mineral County in the US state of Nevada. Since incorporation, the Group has surveyed and staked 896 claims comprising of a total of approximately 7,305 hectares. These claims are split into three groups covering six separate areas:

The Black Mountains Group 198 full claims and 36 fractional claims over an area of approximately 1,848 hectares;

The Huntoon Group This area comprises of 164 full claims and 12 fractional claims and covers approximately 1,396 hectares;

The Golconda Thrust Group This area contains 486 claims spread over four separate blocks covering approximately 4,061 hectares in total.

Great Western Mining was incorporated in Ireland on 20 October 2004 and its ordinary shares were admitted to trading on PLUS in October 2006 where the Company successfully raised €2m. This sum was used to fund the acquisition of claims, the acquisition of data and the preliminary survey work including aeromagnetic and ASTER image studies, preliminary sampling, metallurgical testing and general overheads. GWM has also identified eight further sites and has the intention to explore them further.

In August of 2011, the Company raised £0.98m (before expenses) through a Placing on Admission to AIM. The net proceeds from this fundraising will be used to explore the previously eight identified sites, the purpose of which is to evaluate and rank the eight targets and advance one or more of them to the drilling stage subject to results, which the Directors believe will enable it to establish a resource estimate and prepare a preliminary feasibility study for the development of a mine.

In the final quarter of 2014 the Company established a maiden JORC compliant Inferred Mineral Resource on the M2 copper-gold prospect. The company has submitted a Plan of Operations, to the United States Forestry Service, for a discovery level drilling programme on a second prospect, Target 4.

Director Biographies

Chairman - Brian Hall

Brian has spent virtually his entire career in natural resources, commencing in the North Sea oil industry in the 1970s.  In 1991 he became CEO of Aminex PLC, an international oil and gas company, launching a successful venture into Russia in 1993 and distributing the exit profits to shareholders in 2001.  He has worked in many countries and has guided Aminex, where he is currently chairman, through several significant ventures.  Earlier in his career he was part of the team which developed Argyll, the UK’s first offshore producing oilfield and he subsequently founded Halyard Offshore, an oil industry services company.  By profession he is a Chartered Accountant.

Chief Executive - David Fraser

After completing a degree in Economics, David entered the City in 1982 as a commodity and derivatives broker, working for leading institutions such as Merrill Lynch and Société Générale, latterly in management roles. In 1993, he established a successful regulated corporate broking and advisory operation, which was subsequently sold to the Dawnay Day investment banking group.

David has advised smaller companies in raising private equity finance to back management buyouts and has advised on a number of transactions relating to the AIM market.

Finance Director and Company Secretary - Melvyn Quiller

Melvyn qualified as a Mechanical Engineer at Westminster University. Having spent a substantial part of his career as the managing director of the company within the 600 Group plc responsible for overseas engineering projects in the Middle East, Far East and Eastern Europe, there followed a period as CEO of a Qatari organisation providing global secure satellite and optic fibre networks from its operational centres in Eastern Europe. Before joining Great Western Mining he was involved in mineral exploration projects in Russia and the Middle East.

Operations Director- Robert O'Connell 

Robert graduated from Texas Christian University and has since gained 15 years experience in oil and gas and mineral exploration in the USA. For the last seven years he has led the surface exploration effort on Great Western’s properties.

Country of Incorporation and Operations

Great Western Mining was incorporated in the Republic of Ireland, number 392620. The main area of operation is Mineral County in Nevada, USA.

Shareholder Rights

As the company is not incorporated in the UK, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

Trading Platform Details

Great Western Mining PLC is listed on the AIM market of the London Stock Exchange and the Enterprise Securities Market of the Irish Stock Exchange.

Significant Shareholders 

Shareholder

Number of Ordinary Shares Held

Percentage Holding

Hargreaves Lansdown (Nominees) Ltd

160,241,114

23.65%

Interactive Investing Nominees Ltd

90,084,672

13.29%

HSDL Nominees Limited

64,975,727

9.59%

Barclays Direct Investing Nominees Ltd

58,005,436

8.56%

JIM Nominees Limited

35,272,382

5.2%


Number of securities in issue

The Company's issued share capital consists of 677,673,809 Ordinary Shares of €0.0001 each.

Percentage of shares not held in public hands

Currently 3.59% of the issued share capital is not in public hands.

Restrictions 

There are no restrictions on the transfer of the Company’s securities.

Advisers
Please click here to view details of the Company's Nominated Adviser and other key advisers.

Admission Document

Please click here to view the Company's admission document

Articles of Association

Please follow this link to the Company's Articles of Association

 

Updated September 2018