| Corporate Governance |
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The Board recognises the importance of sound corporate governance and intends to ensure that the Company adopts policies and procedures which reflect the principles of good corporate governance and the code of best practices under the Combined Code, as appropriate to the Company's size. The BoardThe Board comprises two executive directors and six non-executive directors. The Chairman, Christopher Catlow is non-executive. The executive directors are Christopher Fraser, the Managing Director and, Andrew Lindsay, the Finance Director. The remaining five non-executive directors are Richard Poulden, Derek Stonley, Russell Scrimshaw, Michael Mainelli and Peter Woods. The Board meets regularly during the year, at least on a bi-monthly basis. The Company established an Audit Committee and a Remuneration and Nominations Committee, both with formally delegated responsibilities by way of terms of reference. Audit CommitteeThe members of the Audit Committee are Russell Scrimshaw and Chris Catlow. The committee consists entirely of non-executive directors. Its duties include reviewing the Company and Group financial statements, reviewing the effectiveness of the Company's internal controls and risk management systems and, overseeing the relationship with the external auditor. The committee meets at least three times a year. Remuneration and Nominations CommitteeThe members of the Remuneration and Nominations Committee are Michael Mainelli and Derek Stonley. The committee consists entirely of non-executive directors. Its duties include reviewing the remuneration and service contracts of executive directors, reviewing the design of all share incentive plans and, evaluating the balance of skills, knowledge and experience on the Board. The committee meets at least once a year. Internal ControlsThe directors have overall responsibility for the group's internal control and effectiveness in safeguarding the assets of the group. Internal control systems are designed to reflect the particular type of business, projects and safety risks and to identify and manage risks, but not all of the risks to which the business is exposed. As a result, internal controls can only provide a reasonable, but not absolute, assurance against material misstatements or loss. The processes used by the Board to review the effectiveness of the internal controls are through the Audit Committee and the executive management reporting to the Board on a regular basis where business plans, budgets and authorisation limits for the approval of significant expenditure, including investments are appraised and agreed. The Board also seeks to ensure that there is a proper organisational and management structure with clear responsibilities and accountability. Share DealingThe Company has adopted and applies a share dealing code on the dealing in securities of the company by directors and employees, to ensure compliance with Rule 21 of the AIM Rules. Social ResponsibilitySirius is conscious that mining operations need the active support of many stakeholders. This includes from the Board, management and staff of the Company together with to investors, professionals and the communities in which Sirius operates. In addition Sirius and its partners recognise the wider overall responsibility they have to miners, as well as to the environment. EnvironmentMining is one of the most strictly regulated industries in the world – not only to ensure workers' safety but also, increasingly, to secure the safety of the environment. Modern mining methods respect the environment. But developing a natural resource does have environmental consequences. Sirius is committed to deploying the appropriate levels of resource, whether people, machinery or money, to protect our environment. This commitment is not just for the period of the mines' active lives, but covers the long period of restitution after operations cease. Corporate ResponsibilityThe Board of Sirius will regularly review its employment, purchasing and operating policies and intends at all times to abide by the relevant codes of best practice. |


