The QCA Code provides the Company with the framework to help ensure that a strong level of governance is maintained, enabling the Company to embed the governance culture that exists within the organisation as part of building a successful and sustainable business for all its stakeholders.
The QCA Code has ten principles of corporate governance that the Company has committed to apply within the foundations of the business.
These principles are:
1. Establish a strategy and business model which promote long-term value for shareholders.
2. Seek to understand and meet shareholder needs and expectations.
3. Take into account wider stakeholder and social responsibilities and their implications for long tern success.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation.
5. Maintain the board as a well-functioning balanced team led by the Executive Chairman.
6. Ensure that between them the directors have the necessary up to date experience, skills and capabilities.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.
8. Promote a corporate culture that is based on ethical values, respectful, responsible and non- discriminatory behavior.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
There follows a short explanation of how the Company applies each of the principles:
Principle One : Establish a strategy and business model which promote long-term value for shareholders
Firering will invest in the exploration, mining and processing of Lithium and Coltan. Within Coltan and following the construction of a Multi Gravity Seperator, we intend to extract Tantalum and Niobium, which are listed as critical raw materials by the EU and are key materials needed in the manufacture of a large range of electronics and superalloys.
Our activities in Côte d’Ivoire will deliver a positive impact on the economic development of the country, through the creation of jobs and the contribution our activities will have on local supply chains. Given the large-scale potential resources of coltan we have under licence and the fact that we will beneficiate the coltan ore body we mine in Côte d’Ivoire, our business is a long-term sustainable business activity, dedicated to providing a product that is in much demand, especially across the electric capacitator market.
The Company has the current development strategy objectives:
1. Safely and responsibly operate its exploration, mining and coltan processing plant in a cost efficient and safe manner.
2. Continue to develop and expand its relationship with local communities to enable job creation, technical and skills training.
3. Procure supplies and services where possible from local communities to help create and sustain jobs through active local supply chain support.
4. Ensure we maintain good order and standing with licensing authorities that are responsible for governing our exploration, mining and processing activities.
5. Continue carrying out initiatives for the benefit of the local communities in which it operate.
6. Grow our business in order to help increase employment and positively grow the economic development contribution our activities generate at both a local and national level.
To the extent applicable, and to the extent it is able (given the current size and structure of the Company and the Board), Firering has adopted the Quoted Companies Alliance’s Corporate Governance Code. The Board intends to comply with the recommendations on corporate governance made by the Quoted Companies Alliance as far as is practicable. Firering will hold regular board meetings as issues arise that require the attention of the Board. The Board is responsible for formulating, reviewing and approving the Company’s strategy, budget, major items of capital expenditure and senior personnel appointments. Details of how the Company complies with the Code, and the reasons for any non-compliance, are set out below, together with the principles contained in the Code.
In light of the Company’s size and nature, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.
The Company will adopt a share dealing code for directors’ dealings in securities of the Company, which is appropriate for a company admitted to AIM. The Directors will comply with Rule 21 of the AIM Rules relating to directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s “applicable employees” (as defined in the AIM Rules).
Principle Two: Seek to understand and meet shareholder needs and expectations
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders in order to communicate Firering’s strategy and progress and to understand the needs and expectations of shareholders. Shareholders are encouraged to attend the Company's Annual General Meeting. Investors also will have access to current information on the Company though its website, www.firering-holdings.com and via Neil Herbert, Non Executive Director and Tim Daniel, Finance Director who will be responsible for shareholder liaison and available to answer investor relations enquiries. The Company has engaged the services of a third party Investor Relations firm.
The Company’s annual report and Notice of Annual General Meetings (AGM) will be sent to all shareholders and will be able to be downloaded from the Company’s website. Copies of the interim report and other investor presentations will be made also available on the Company’s website.
Shareholders will be kept up to date via regulatory news flow (“RNS”) on matters of a material substance and regulatory nature. Periodic updates will be provided to the market and any deviations to these updates will be announced via RNS.
At the AGM, separate resolutions will be proposed on each substantial issues. For each proposed resolution, proxy forms will be issued which provide voting shareholders with an opportunity to vote in advance of the AGM if they are unable to vote in person. The Company’s registrars count the proxy votes which are properly recorded and the results of the AGM are announced through a Regulatory Information Service.
The Board is keen to ensure that the voting decisions of shareholders are reviewed and monitored and that approvals sought at the Company’s AGM are as much as possible within the recommended guidelines of the QCA Code.
Beyond the AGM, the Executive Team and, where appropriate, other members of the Board will meet regularly with investors and analysts to provide them with updates on the Group’s business and to obtain feedback regarding the market’s expectations of the Group. Investor roadshows will be arranged throughout the year to meet with existing shareholders and potential new stakeholders to maintain, as much as possible, transparency and dialogue with the market. Additionally, investor presentations will be provided on the Company’s website.
Principle Three : Take into account wider stakeholder and social responsibilities and their implications for long-term success
The Group’s subsidiary operations in Côte d’Ivoire to date have invested exploration and technical work. One subsidiary, BRI Coltan SARL has completed an Environmental and Social Impact Assessment (“ESIA”) which is in line with the International Finance Corporation (“IFC”) requirements and Ivorian law. BRI Coltan SARL and the Group as a whole are committed to adopt and operate in accordance with the recommendations provided by the ESIA.
The aim of the ESIA report was to satisfy both legal and institutional obligations under the Ivorian environmental protection laws (Arrêté no 00972 du 14 Novembre 2007 relatif á l’ application du décret no 96 894 du 8 Novembre 1996), and also comply with the IFC standards on the environment.
Principle Four : Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board will be responsible for ensuring that procedures are in place and being implemented effectively to identify, evaluate and manage the significant risks faced by the Company. The following principal risks, and controls to mitigate them, have been identified:
Risks relating to the business and operations of the Company:
Civil War, Change of Political regime or Political unrest: The Company will put in place political risk insurance. The Company maintains regular contact and develops relationships with all levels of government and opposition parties as well as leaders in the local community. Rural Land in Côte d’Ivoire is Unregistered and often Unregulated
Foreign exchange risk: The company ensures all debts incurred are in the same currency as sales revenue is derived.
Equipment Failure: The Company will undertake vigorous daily maintenance programmes as well as a significant annual maintenance programme each year of the process plant and inter alia mining equipment.
Principle Five : Maintain the Board as a well-functioning, balanced team led by the Chair
All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and will continue to seek re-election at least once every three years. Directors will meet formally and informally both in person and by telephone. The Board is responsible to the shareholders for the proper management of the Group and will meet at least ten monthly to set the overall direction and strategy of the Group, to review scientific, operational and financial performance and to advise on management appointments. All key operational and investment decisions are subject to Board approval.
Neil Herbert and Vassilios Carellas are considered to be Independent Directors applying the principles on independence set out in the UK Corporate Governance Code published by the Financial Reporting Council).
Principle Six : Ensure that between them, the directors have the necessary up-to-date experience, skills and capabilities
Our multi-disciplinary management team of executives, entrepreneurs, chemists, geologists can call upon more than 30 years of experience in the international mining and metal processing. Team members have driven the planning, implementation and management of mining and metals projects across several continents. The Board considers that all of the Executive and Non-Executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities, and bring considerable experience in scientific, operational and financial development of mineral exploration and production companies. The Board regularly reviews the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the ongoing development of the Company. The Board ensures its knowledge is kept up to date on key issues and developments pertaining to the Company, its operational environment and to the Directors’ responsibilities as members of the Board. During the course of the year, Directors receive updates from various external advisers on a number of corporate governance matters.
Audit, Remuneration Committees and Nomination Committees have been established and in each case comprise:
- Audit Committee, Neil Herbert (Chairman), Ofra Chen and Vassilios Carellas
- Remuneration Committee Neil Herbert (Chairman), Ofra Chen and Vassilios Carellas
- Nominations Committee: Neil Herbert (Chairperson), Ofra Chen and Vassilios Carellas
All committees comprise a majority of independent non executives.
The role of the Remuneration Committee is to review the performance of the Board and Senior Management and to set the scale and structure of their remuneration, including bonus arrangements. The Remuneration Committee also administers and establishes performance targets for the Group’s employee share schemes and executive incentive schemes for key management. In exercising this role, the terms of reference of the Remuneration Committee require it to comply with the QCA’s Remuneration Committee Guidelines.
The Audit Committee will be responsible for making recommendations to the Board on the appointment of the auditors and the audit fee, and receives and reviews reports from management and the Company’s auditors on the internal control systems in use throughout the Group and its accounting policies.
The Nomination Committee will be responsible is responsible for assessing new Directors and Senior management appointments.
The Board of Directors’ biographies are set out here:
Youval Rasin Non-Executive Chairman
Mr Rasin is the co-founder of DekelOil and has held senior management positions in various companies within the Rina Group, a family holding company with diverse interests including agriculture, mining and hotels in Africa and Europe. Mr. Rasin is interested in StarEnergy SA which has undertaken construction 38 of a 381MW gas turbine. Furthermore, Mr. Rasin has interests in Marine Carrier SA, Starten Limited, StarTen CI SA and Egoz Limited. He is also interested in StarAgro SA which is involved in the production of rubber and cacao plants. Mr. Rasin has interests in StarEnergy SA, which has undertaken construction of a 381MW gas turbine.By profession, Mr Rasin is a qualified lawyer and has been active in Côte d’Ivoire since 2002, with 7 years’ experience in agroindustrial projects including 5 years in the palm oil industry with DekelOil.
Neil Herbert Senior Independent Non Executive Director
Mr Herbert is a Fellow of the Association of Chartered Certified Accountants and has worked in finance since joining Price Waterhouse in 1991. Mr. Herbert has been involved in growing mining and oil and gas companies, both as an executive and a manager of investments, since joining Antofagasta plc in 1998. Mr Herbert has held board positions at a number of resource companies where he has been involved in managing numerous acquisitions, disposals, stock market listings and fundraisings. He is Chairman of AIM quoted IronRidge Resources – which has interests in Cote d’Ivoire - and was formerly Co-Chairman and Managing Director of Polo Resources Limited, a natural resources investment Company. Prior to this, he was a director of resource investment company Galahad Gold plc from which he became Finance Director of its most successful investment, start-up uranium company UraMin Inc. from 2005 to 2007, during which period he worked to float the company on AIM and the Toronto Stock Exchange in 2006, raising c.US$400 million in equity financing and negotiate the sale of the group for US$2.5 billion. Mr Herbert holds a Joint Honours Degree in Economics and Economic History.
Yuval Cohen, Chief Executive Officer
Mr Cohen has 15 years of experience in mining operational management and was formerly operations manager of a global coltan mining and refining company with operations in Macedonia, Slovenia, Rwanda, Tanzania and Guinea Bissau, responsible for supply chain, logistics. Mr Cohen has previously held several management positions with BSG Resources in Sierra Leone (diamonds), Guinea (iron ore) and Macedonia covering diamond, iron ore, and nickel mining. Mr Cohen holds a Bachelor of Law from The College of Management Academic Studies in Israel.
Timothy (“Tim”) Daniel, Age 41 (Chief Financial Officer)
Tim Daniel has over 10 years of experience working in senior finance positions with UK SME's, including over 4 years as CFO of AIM-listed Equatorial Palm Oil based in West Africa. Having also worked at a boutique credit fund and with a number of alternative lenders, he also brings strong credit markets experience. Mr Daniel began his career at KPMG in Australia, qualifying as a Chartered Accountant, and later also receiving his CFA designation.
Ofra Chen , Non-Executive Director Since 2008
Ms Chen has held the position of CEO of Negev Industrial Minerals Ltd, an Israel based company engaged in the mining, processing and production of lime, limestone, silica sand serving numerous industries. Prior to this, she was Chief Accountant at Rotem Ampert, an international Version date – effective 30 March 2018 company forming part of the Israel Chemicals Group, before which Ms Chen served as VP of Finance and HR at Negev Industrial Minerals Ltd. Ms Chen is a Certified Public Accountant, holds an honours degree MA in Law, an honours degree in Business Administration and a Bachelor’s degree in Economics.
Vassilios Carellas, (Independent) Non-Executive Director
Mr Carellas is a natural resources professional with over twenty years of corporate and operations experience in the mining and exploration industry. Corporate experience includes the executive management and financing of two publicly listed exploration and development minerals companies, while operating experience gained in the general management of producing mines, mining operations and exploration activities. Mr Carellas is Chief Operating Officer of Arc Minerals Ltd, which operates out of Zambia and is focussed on copper/cobalt, and is quoted on AIM.
Principle Seven : Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
Internal evaluation of the Board, the Committees and individual Directors is undertaken on an annual basis in the form of peer appraisal and discussions to determine the effectiveness and performance against targets and objectives, as well as the Directors' continued independence. As a part of the appraisal the appropriateness and opportunity for continuing professional development whether formal or informal is discussed and assessed.
The Board may utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning. Succession planning is formally considered by the Board on an annual basis in conjunction with the appraisal process.
Principle Eight: Promote a corporate culture that is based on ethical values and behaviours
The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole which in turn will impact Company’s performance. The Directors are very aware that the tone and culture set by the Board will greatly impact all aspects of the Company as a whole and the way that consultants or other representatives behave.
The Board seeks to maintain the highest standards of integrity and probity in the conduct of the Group’s operations. These values are enshrined in the written policies and working practices adopted by all employees in the Group. An open culture is encouraged within the Group, with regular communications to staff regarding progress and staff feedback regularly sought. The Executive Directors regularly monitors the Group’s cultural environment and seeks to address any concerns than may arise, escalating these to Board level as necessary.
The Group is committed to providing a safe environment for its staff and all other parties for which the Group has a legal or moral responsibility in this area. The Group’s health and safety policies and procedures encompass all aspects of the Group’s day-to-day operations.
Issues of bribery and corruption are taken seriously. The Company has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy to be put in place to protect the Company, its employees and those third parties to which the business engages with. The policy will be provided to staff upon joining the business and training is provided to ensure that all employees within the business are aware of the importance of preventing bribery.
Principle Nine : Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
Ultimate authority for all aspects of the Company's activities rests with the Board, the respective responsibilities of Board members that arise as a consequence of delegation by the Board. The Board will adopt appropriate delegations of authority which set out matters which are reserved for the Board. The Chairman is responsible for the effectiveness of the Board.
The Board has overall responsibility for promoting the success of the Group. The Chief Executive Officer has day-to-day responsibility for the operational management of the Group’s activities. The Board and in particularly the independent non executive directors’ will be responsible for bringing independent and objective judgment to Board decisions.
There is a clear separation of the roles of Chief Executive Officer and Non Executive members of the Board. The Non Executive Chairman and the Non Executive Directors are responsible for overseeing the running of the Board, ensuring that no individual or group dominates the Board’s decision-making. The Non Executive Chairman and the Non Executive Directors also have overall responsibility for corporate governance matters in the Group.. The Chief Executive Officer has the responsibility for implementing the strategy of the Board and managing the day-to-day business activities of the Group.
The Board has established an Audit Committee, Remuneration Committee and Nominations Committee as outlined in Principle 6 above. The formal delegated duties and responsibilities comprise:
The Audit Committee will meet at least three times a year and at such other times as the chairman of the Audit Committee shall deem necessary. The Audit Committee receives and reviews reports from management of the Company’s auditors relating to the interim and annual accounts and keeps under review the accounting and internal controls which the Company has in place.
The Remuneration Committee will meet at such times as the chairman of the Remuneration Committee or the Board deem necessary. The Remuneration Committee will determine and review (in consultation with the Board) the terms and conditions of service of the Executive and non-Executive Directors.. The Remuneration Committee will also review the terms and conditions of any proposed share incentive plans, to be approved by the Board and the Company’s shareholders.
Manages and approves nominations for board and senior leadership positions from start to finish.
Bribery Act 2010
The Bribery Act 2010 (“Bribery Act”) prescribes criminal offences for individuals and businesses relating to the payment of bribes and, in certain cases, a failure to prevent the payment of bribes. Whilst the Directors believe that the Group conducts its affairs in a manner which means that either the Bribery Act will not apply to any member of the Group or which would in any event not result in any criminal offence being committed by a member of the Group or any of its directors, the Company has nonetheless established procedures designed to ensure that no member of the Group engages in conduct for which a prosecution under the Bribery Act may result.
Principle Ten : Communicate how the Group is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Company places a high priority on regular communications with its various stakeholder groups and aims to ensure that all communications concerning the Group’s activities are clear, fair and accurate. The Group’s website will be regularly updated and users can register to be alerted when announcements or details of presentations and events are posted onto the website. The Board will commit to provide all party shareholder conference calls two times per year.
The results of voting on all resolutions in future general meetings will be posted to Firering’s website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent. of independent shareholders.