AIM Rule 26

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 60 square kilometres 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.

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 which has five members. Brian Hall, the Executive Chairman, is responsible for the running of the Board And has the executive responsibility for running the Company’s business and implementing Group Strategy. There are two further Executives, Max Williams, Finance Director and Robert O’Connell, Operations Director together with two non-executive Directors, Alastair Ford and Andrew Hay.

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.

The Board comprises five members, of whom three are executive and two non-executive.  The Directors together have skills incorporating operations/engineering, finance/accounting, capital markets and business development.  Each Director has served on the Board of one or more public listed company (Premium/Primary listing, Standard Listing and Euronext Growth/AIM listing) over many years.

The Board acknowledges the need for a diverse membership and keeps the composition of the Board under review.

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 four 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.

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

A healthy dialogue exists 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.