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The Board of Directors is accountable to the shareholders for the corporate governance of the Group. Afferro Mining Inc operates in an effective and efficient way, with integrity and with due regard for the interests of all stakeholders. Board of Directors The Board of Directors is responsible for the conduct of the Company's affairs and the success of the Group. The main functions and responsibilities of the Board are detailed below:
The Company is very confident that it has assembled a highly experienced and capable Board with the necessary skills to deliver strong growth, good governance, proactively exploit new opportunities and most importantly to create significant value for our shareholders. The Board on average meet face to face five times a year and hold a number of other meetings by telephone conference. The Board together with the Audit Committee ("AC") and Governance and HR Committee ("GHR") deals with all important aspects of the Group's affairs. The Independent Chairman, David Netherway, is responsible for the leadership of the Board and to ensure effective communication exists between the executive and non-executive directors. Formal agendas and board papers are sent to the directors in a timely fashion prior to board meetings. At present the directors do not consider a nominations committee necessary with recommendations for appointments to the Board being made by the Board as a whole after due evaluation and recommendation by the GHR committee. The Board believes that its current composition is sufficient to ensure it can function independently of management. In the event of a conflict of interest, the conflicted director will in accordance with corporate law and his fiduciary obligations as a director, disclose the nature and extent of his interest to his fellow directors and abstain from voting on or against the resolution where he is conflicted. The non-executive directors apart from Boris Granovsky have interests in the ordinary shares of the Company and hold stock options. The following committees deal with the Group's affairs and provide experienced and objective advice to the Board.
Audit Committee The Audit Committee ensures the good operation of financial practices throughout the Group; ensures that controls are in place to protect the assets and to ensure the integrity of financial information; reviews the interim and annual financial statements; reviews all aspects of the audit programme and provision of non audit services by the auditors. The Audit Committee changed during the year following the retirement of Malcolm Burne. At the present time, the committee is chaired by Guy Pas and the other members are David Netherway and Dave Evans. Messrs Pas, Evans and Netherway are independent in that they have not held executive positions with the Company in the last three years. Bevan Metcalf joined the Company on January 1, 2008 as CFO and although not a member of the Board or this committee he attends meetings along with Luis da Silva to ensure the committee is fully briefed on all financial issues affecting the Company. The external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Company as it deems necessary and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions. If issues arise which are deemed outside the areas of expertise of the committee then independent expert advice will be sought. Audit Committee Charter Governance and HR Committee (GHR) The Governance and HR Committee meets as and when required and is chaired by David Netherway. The other members of the committee are Guy Pas and David Evans. The main duties of the Committee are:
Governance and HR Charter Internal Controls The directors are responsible for establishing and maintaining the Group's internal controls and for reviewing their effectiveness. Financial, operational and compliance procedures are designed to safeguard the Group's assets and are regularly reviewed by the Board. The internal control system is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. It can only provide reasonable and not absolute assurance against material misstatement or loss. The directors are satisfied that the existing controls are adequate and effective with regard to the size of the Group and the stage of its development. Communication with Shareholders The Board recognises that it is accountable to shareholders for the performance and activities of the Group. The Board attaches great importance to maintaining good relations with its shareholders and promotes direct communication wherever possible. Market sensitive information is released to all shareholders concurrently in line with stock exchange rules. The Company is listed on the Toronto (TSX-V; Ticker: AFF) and London AIM (Ticker: AFF) stock exchanges. Additional information about the Company may be found on SEDAR at www.sedar.com. At the Annual General Meeting of the Company the directors present to the shareholders a report on the current and proposed operations and enable the shareholders to express their views and ask questions about the Group's business activities. The Annual Report is made available to shareholders in a timely manner and can be accessed via the Company's website or in hard copy version. AFFERRO exhibits at conventions such as Mines and Money in London, Indaba in South Africa, Livingstone in Zambia and PDAC in Canada and presents at investor forums in order to give shareholders the opportunity to review the Group's progress and to ask questions to the directors. The annual report, news releases, presentations and other information on Afferro Mining are available on the Group's website (www.afferro-mining.com). |
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