Corporate governance

Approach to Governance

ABG is committed to the highest standards of corporate governance. In line with this commitment we:

  • have adopted a number of procedures to underpin our governance systems and structure
  • review these procedures regularly
  • develop additional processes to ensure that our approach to governance reflects our operating environment, performance needs and strategic requirements.

Our Code of Conduct as well as a number of other policies and procedures, including our Anti-Bribery and Anti-Corruption Policy, Disclosure and Communications Policy and Securities Dealing Code, support our governance framework. All ABG employees and Directors must comply with these policies and procedures.

Overall responsibility for the governance of the ABG Group lies with the Board. As a premium listed company on the LSE, we are subject to compliance with the UK Corporate Governance Code. We comply with the provisions of this code wherever possible and explain any derogations from these standards to shareholders as part of our corporate reporting process.

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Leadership structure

Our Board acts as overall guardian of our business and our strategy. Specific review and oversight functions are delegated to Board committees, in line with applicable governance standards and requirements. Day-to-day management of the business lies with our Senior Leadership Team, who work with the general managers of each mine and department heads to progress our business and operations.

The role of the Board

The Board is responsible for:

  • the overall management of the ABG Group
  • setting our strategy and monitoring its implementation
  • setting our standards, values and strategic aims
  • ensuring we have the financial and human resources to meet our objectives.

The Board has a formal schedule of matters which are specifically reserved for its decision. These range from expanding our activities and capital projects to corporate governance and Board composition and structure.

The Board also delegates certain matters to its committees.

Chairman

In line with best practice, we separate the roles of Chairman and Chief Executive Officer.

The Chairman’s main responsibilities are:

  • to lead the Board, making sure it plays a full role in developing our strategy and objectives
  • setting the Board agenda, leading its discussions and ensuring effective communication with shareholders
  • promoting the highest standards of integrity, probity and corporate governance, particularly at Board level.

Chief Executive Officer (CEO)

Our Chief Executive Officer is principally responsible for:

  • all executive management matters affecting ABG
  • the running of the company’s business
  • proposing and developing our strategy and overall commercial objectives
  • implementing the decisions of the Board and its committees
  • ensuring that we work to the highest standards of integrity, probity and corporate governance.

Senior Independent Director

Peter Tomsett is our Senior Independent Director. He is available to:

  • other Non-Executive Directors in the event of any concerns
  • Executive Directors, as an alternative point of contact to the usual channels of the Chairman and CEO
  • shareholders, as an alternative contact for concerns that may not have been resolved by the Board.

The Senior Independent Director also leads meetings with the Non-Executive Directors to appraise the performance of the Chairman.

Senior Leadership Team

Day-to-day management of our business and operations is delegated to our Senior Leadership Team, which is responsible for monitoring the detailed performance of all aspects of our business. This team comprises:

  • Chief Executive Officer
  • Chief Financial Officer
  • Chief Operating Officer
  • General Counsel and Company Secretary
  • Vice President, Exploration
  • Vice President, Corporate Affairs
  • Head of Corporate Development and Investor Relations
  • Vice President, Organisational Effectiveness

Board effectiveness

Decision-making

Our Directors’ role is clear: to take decisions objectively and in the best interests of the company.

Most Board decisions are made by arriving at a consensus, although in exceptional circumstances a majority vote may prevail. If votes are equal, the Chairman does not have a second or casting vote.

ABG’s Non-Executive Directors apply their independent judgement to contribute to our strategy and scrutinise the performance of management. The five committees of the Board also play an active role in reviewing management performance.

Board briefings and development

The Board is fully briefed though:

  • monthly management reports
  • quarterly reports outlining all key operational, financial and strategic developments
  • a quarterly business and financial review at Board meetings, addressing core operational matters in addition to specifically scheduled items
  • ready access to members of the Senior Leadership Team, as well as operations visits and access to any further information they need.

Directors and Board Committees also have access, at ABG’s expense, to independent professional advice in connection with their duties.