- Business Description
- Directors & Committees
- Responsibilities of Board Directors and Committees
- Current Constitutional Documents
- Number of Securities in Issue
- Financial Information
- Admission Document and Circulars
- Advisors & Consultants
ECR Minerals plc is a mineral development company with interests in Argentina, the USA, Indonesia, Thailand and Australia. Our projects and interests encompass a range of commodities with a particular focus on gold and base metals.
ECR shares are listed on the Alternative Investment Market (AIM) of the London Stock Exchange with the symbol ECR and are also traded on PLUS Markets. ECR’s American Depositary Receipts (ADRs) are traded in the USA on an over the counter (OTC) basis with the symbol MTDGY.
The Audit Committee comprises Michael Silver as Chairman, and Luca Tenuta. The committee meets twice a year and at any other time when it is considered appropriate to consider and discuss audit and accounting related issues. The committee will make recommendations on the appointment of the auditors and the audit fees, be responsible for ensuring the financial performance of the Group is properly monitored and reported on and will receive and review reports from management and auditors relating to the interim reports, the annual report and accounts and internal control systems of the Group. The committee will have the opportunity to meet the auditors without other executive Board members being present.
The Remuneration Committee comprises Michael Silver as Chairman and Luca Tenuta. The committee will meet at any time when it is considered appropriate to review and make recommendations on the remuneration arrangements for Directors and senior management, including any bonus arrangements and the award of share options, having regard to the performance of the Group and the interests of shareholders. The remuneration and terms of appointment of non-executive Directors will be set by the Board. The Directors will comply with Rule 19 of the AIM rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s Directors and applicable employees.
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice.
Company law requires the Directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Company and Group and of the profit or loss for that period. In preparing those financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Corporate Governance and Financial Control
The Board of Directors
The Directors support the highest standards of corporate governance and aim to observe the requirements of the Combined Code to the extent that they consider appropriate in light of the Company’s size, stage of development and resources.
The Directors are responsible for the Group’s system of internal control and for reviewing its effectiveness. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Company’s objectives. Any such system of internal financial control can only provide reasonable but not absolute assurance against material misstatement or loss.
At least six Board meetings are held per year at which reports relating to the Group’s operations, together with financial reports, are considered. The executive Directors meet regularly to review operational reports from all the Group’s areas of operations. The process is used to identify major business risks and evaluate their financial implications and ensure an appropriate control environment. Certain control over expenditure is delegated to on site project managers subject to Board control by means of monthly budgetary reports. Internal financial control procedures include:
- Preparation and regular review of operating budgets and forecasts;
- Prior approval of all capital expenditure;
- Review and debate of treasury policy;
- Unrestricted access of non-executive Directors to all members of senior management.