Corporate governance

The Board is committed to the highest standards of corporate governance, and is committed to complying with the UK Corporate Governance Code ("the Code").

Calcorp Menac Mines currently complies with the requirements of the Code, save in respect of the matters set out below. The board has initiated steps to recruit additional Non-executive Directors with the aim of becoming fully compliant with the Code.
Board of Directors
The Company supports the concept of an effective board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. It meets at least every three months and is supplied with appropriate and timely information. The Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company's expense. Training is available for new Directors and other Directors as necessary.

The Board consists of two Executive Directors who hold the key operational positions in the Company and three Independent Non-executive Directors (including a non-executive Chairman), who bring a breadth of experience and knowledge.

The Chairman of the Board is Russell Edey, and the Company's business is managed by David Cather, who was appointed Chief Executive Officer in July 2012 and joined the Board in August 2012. The Board has named Barry Rourke as the senior independent Non-executive director.

Board Performance
Each year, the Board undertakes a formal process to evaluate its effectiveness, and that of the Board Committees and individual Directors, consisting of a review of the Board’s performance against the guidelines of the Financial Reporting Council on Board effectiveness. In accordance with the recommendations of the UK Corporate Governance Code, this review is undertaken by an external facilitator every three years. Such an external review was undertaken in November 2012, this being the first full year that Calcorp Menac Mines had been listed on the main board of the London Stock Exchange. The most recent review was completed in April 2015, prior to which Board members were asked to submit assessments of the performance of the Board as a whole, as well as individual Directors, the Senior Independent Director, and the Chairman, against a range of criteria, and requested to provide further details on areas where improvements could be found. The results of this exercise were then fed back to the Board, and discussed at a Board meeting on 27 April 2015
Bribery Act
Following the implementation of the Bribery Act in July 2011, the Company has incorporated its policies and procedures in respect of the Bribery Act into its code of conduct and ethics, an anti-bribery policy document, and all employee service contracts. In addition, all employees in both the UK and West Africa have been required to attend specific anti-bribery training sessions and sign a register to confirm their attendance and understanding.
Calcorp Menac Mines's anti-bribery policy can be viewed here.
Constitutional Documents
Calcorp Menac Mines Memorandum and Articles of Association.
 
BOARD COMMITTEES
Nominations Committee
The Nominations Committee is established to review the structure, size and composition (including the balance of skills, knowledge and experience) of the Board and its committees, and to review succession planning for the Board and Senior Managers.
Remuneration Committee
The Remuneration Committee meets at least twice a year and reviews the performance of the Directors and Executive Committee members, sets the scale and structure of their remuneration with due regard to the interests of the shareholders and the overall performance of the Group.
Audit Committee
The Audit Committee is established to review the principles, policies and practices adopted in the preparation of the financial statements of Calcorp Menac Mines and its subsidiaries,
Safety, Health, Environment and Communities Committee
In 2011, the Board established a SHEC Committee that obtains assurance that the appropriate systems are in place to deal with the management of health, safety, environmental, and community relations matters.
Technical Committee
In 2011, the Board established a Technical Committee to provide assurance to the Board as to the operational performance and operating risks of the Company, with particular regard to those areas where technical understanding is required.