Corporate Governance
The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders.
As public company limited by shares, the Company has chosen to adopt the QCA Code which contains a minimum standard of best practice corporate governance for listed companies and for reporting corporate governance matters.
GEM Resources Modern Slavery Statement can be viewed on our website here.
Gem Resources plc (‘GEMR’) – QCA Corporate Governance statement
Gem Resources plc is committed to good corporate governance and has adopted the corporate governance guidelines of the Quoted Companies Alliance (QCA).
Principle 1: Establish a purpose, strategy and business model which promotes long-term value for shareholders
At Gem Resources, our strategy is clear: to become a leading producer and trusted supplier of ethically mined gemstones. We plan to achieve this through:
- Expertise and Experience
Leveraging the extensive global gemstone mining experience and deep local knowledge of our directors and team of seasoned professionals.
- Uncovering Lucrative Opportunities
Our wealth of experience at Gem Resources enables us to identify previously untapped new gemstone deposits with significant potential. We also apply advanced mining technologies and processing techniques, tools that maximise returns and can make it feasible to extract gemstones from previously inaccessible or economically unviable locations.
- A Commitment to Ethical Standards
We are dedicated to establishing ourselves as trustworthy producers and developing an ethical route to market for the gemstones we unearth. We have, and always will, strictly adhere to ethical mining practices, ensuring fair treatment of workers, responsible sourcing, and minimal environmental impact. Our commitment to ethical standards is integral to every aspect of our operations.
- Strategic Decision-Making
We adopt a disciplined approach to project development, evaluating whether to proceed with further development or to divest at opportune stages to maximize shareholder value. Our decisions are guided by a commitment to enhancing returns, ensuring long term value and minimising risk.
Risk factors relating to the Group are set out in the Company’s annual report and include: expansion risk, jurisdictional risk, competition, dependence on management, scarcity of suitably qualified individuals, dependence on licences, reliance on certain facilities, regulatory compliance and environmental regulatory and risks. The Company’s risk factors are reviewed and updated by the CFO and the wider board annually.
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
The Company aims to operate ethically and be socially responsible in its actions. It has established a number of policies to support this aim, including:
- Anti-bribery
- Financial Reporting Procedures
- Modern slavery and human trafficking policy
- Share dealing code
- Whistleblowing policy
- Social Media policy
The Company policies are regularly reviewed and updated (if applicable) to ensure they are still fit for purpose.
Principle 3: Seek to understand and meet shareholder needs and expectations
The Company is committed to building and maintaining strong relationships with all of its shareholders.
The Company disseminates news on significant developments and regular operational updates in stock exchange announcements via the Regulatory News Service (RNS). These are also available on this website here. The website contains a wealth of information for existing and potential shareholders. Also, to accompany important Company announcements released via the RNS news service, the Company will send out an alert email to the subscribers to its distribution list (which is free of charge to anyone who wishes to subscribe).
The Company’s Annual General Meeting (AGM) is the main forum for discussing matters with shareholders, addressing their queries, and understanding their needs and expectations. The Company holds its AGM (and other General Meetings) at a convenient time and location, normally in Central London, to ensure shareholders have every chance to attend.
The Chief Executive Officer makes himself available to meet with investors during the year and engages in regular dialogue with the Company’s advisors and retail investors to gauge shareholder sentiment, including via the Company’s X/Twitter page, by attending investor and sector specific in-person events, through media outreach/interviews (e.g. Zak Mir, Proactive Investors) and through the utilisation of the Investor Meet Company platform.
Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
In addition to weekly project and operational team meetings, the Company also shares key progress updates via email to all staff and releases public announcements via the RNS service.
The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole. Including:
- Considering the likely consequences of any decision in the long term;
- Acting fairly between members of the Company;
- Maintaining a reputation for high standards of business conduct;
- Considering the interest of the Company’s employees;
- Fostering the Company’s relationships with suppliers, customers and others;
- Considering the consequences of any actions taken on the Company’s relationship with its partner clinicians and regulatory bodies
- Considering the impact of the Company’s operations on the community and the environment.
The Company seeks to act in a way that upholds these principles and maintains a regular dialogue with its external stakeholders to ensure these principles are upheld.
GEMR is committed to operating its mining and exploration activities in a responsible, ethical, and sustainable manner. While the Company is still in the early stages of production, ESG considerations are incorporated into all strategic and operational decisions as part of our long-term value creation plan.
GEMR acknowledges the environmental sensitivity of gemstone mining. The Company strives to:
- Minimise environmental impact through responsible land use and rehabilitation planning;
- Monitor water and waste management at its project sites;
- Ensure that future energy sourcing decisions incorporate efficiency and sustainability considerations.
Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
The Board has identified what it believes to be a sensible and robust approach to opportunity and risk management for a Company of our size. Risks are managed throughout the Group with regular reviews at functional, Audit Committee and Board level.
Our risk management framework and processes are described in our Annual Report.
Maintaining and evolving mechanisms for Internal Controls is a continuous process both within the Company and at Board level. Risk and control-specific forums report directly into Audit Committee. Assurance activities, including external reviews are conducted on a regular basis.
The Company receives regular feedback from our external auditors on the state of our risk management and internal controls.
Principle 6: Maintain the board as a well-functioning, balanced team led by the chair
The Board currently comprises two Executive Directors (Louis Ching and Bernard Olivier), three Non-Executive Directors (Ed Nealon, Hans Wong and Peter Redmond) and one Independent Non-Executive Director (John Treacy). Biographies for each board member are available here.
The Company’s Articles of Association clearly define the matters reserved for the Board.
In addition, the Board has formed two sub-committees – the Audit Committee and the Remuneration Committee which both have their own terms of reference.
The Audit Committee is comprised of the one Independent Non-Executive Director (John Treacy) and one Non-Executive Director (Peter Redmond) who serves as Chair. The remuneration committee is comprised of the same Independent Non-Executive Director (John Treacy) who serves as Chair and Non-Executive Director (Peter Redmond). The Board will also consider establishing such other sub-committees where it believes such a committee would be beneficial.
The responsibilities of the Audit Committee include to:
- Monitor and review internal controls and risk management systems
- Oversee the relationship with the Auditor
- Consider and recommend to the Board the reappointment of the external auditor
- Monitor and review the compliance, whistleblowing, and fraud detection procedures
- Monitor and review reports from the Executive Directors, including the Company’s financial statements
The responsibilities of the Remuneration Committee include to:
- Monitor and review internal Board remuneration
- Set new remuneration arrangements, commensurate with the business
- Consider and recommend new equity option plans for the Directors and employees of the Company
The Chairman, CEO and CFO all have specific roles and responsibilities which are:
- Chairman (Louis Ching) – Chairing all Company board meetings and General Meetings, leading the Company’s cryptocurrency and offtake plans
- CEO (Bernard Olivier) – sets the overall operational and strategic tone for the Company
- CFO (Louis Swart) – runs the yearly audit and half-yearly interim reports, is the main interface between the Company and its auditors, and prepares monthly board reports as per Principle 1.
The Board periodically reviews independence of the Directors.
The Company holds regular board meetings, at which monthly management accounts, crypto holding statements, management reports and other operationally pertinent documents are tabled and discussed. Feedback is collated and fed back to the appropriate operational team members, ensuring that the Company is always aware of its financial position and ensuring that operations remain focused on the Company’s key goals.
Board Meeting and sub-committee attendance is recorded by the Company Secretary as well as any conflicts of interest.
The Board operates in a collaborative and constructive manner with a clear focus on the delivery of strategy and increasing shareholder value.
All Directors will submit themselves for re-election at the Company’s AGM.
Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
All the current directors are considered to provide a diverse range of appropriate skills and experience. The Company provides, or will provide, adequate support and training to ensure that the Directors remain appropriately skilled and able to fulfil their duties to the required standard, and regularly assesses the board composition and will look to recruit in further skillsets as and when that may be required.
The corporate governance section of our Annual Report also details the roles and responsibilities of the Board of Directors. These are drawn from a range of backgrounds, enabling decision-making which draws upon extensive and varied experiences.
The appropriateness of the Board’s structures and processes will, when appropriate, be reviewed through a formal Board evaluation and effectiveness process led by the Chairman together with other Directors, and these will evolve in parallel with the Company’s objectives, strategy, business model and our governance framework.
The diversity of the Board, succession planning and the contributions made by various Directors are further detailed in the Corporate Governance section of the Annual Report.
The Independent Non-Executive Director has experience of early-stage and micro-cap, listed companies.
Relationship with Controlling Shareholder(s)
The Board is satisfied that the Company’s existing governance and control framework provides adequate assurance that the Company is capable of operating independently of its Controlling Shareholder(s). In particular:
- A majority of the Board comprises non-executive directors who are independent of the Controlling Shareholder(s);
- The Audit Committee and Remuneration Committee are both chaired by independent non-executive directors;
- These Committees operate under formally adopted terms of reference consistent with the principles of the Quoted Companies Alliance (QCA) Corporate Governance Code, and report directly to the Board; and
- The Board maintains oversight arrangements to ensure that all shareholders are treated fairly and that the interests of minority shareholders are properly safeguarded.
Accordingly, the Board believes that the Company’s governance structure satisfies the independence and oversight requirements and continues to promote a transparent and balanced relationship between the Company and its Controlling Shareholder(s).
Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Board is focused on implementing the Company’s strategy. However, given the current size and nature of Gem Resources plc, the Board does not consider it appropriate, at this time, to have a formal performance evaluation procedure in place, as described and recommended in Principle 7 of the QCA Code. Therefore, the Company does not currently comply with this principle. The Board does however, and as noted above, use the retirement by rotation of all Directors at the Company’s AGM as an opportunity to informally evaluate individual Director performance.
The Board will closely monitor this situation as the Company grows.
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
Our Annual Report outlines the approach of our Remuneration Committee and policies.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Company communicates with shareholders and other stakeholders through its Annual and Interim Reports, regulatory and non-regulatory announcements, its investor relations website, Annual General Meetings and face-to-face meetings. More detail has been provided in Principle 1 above.
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