Last updated 18/12/2024

In accordance with the AIM Rules for Companies, Strategic Minerals Limited (“Strategic Minerals” or the “Company”) is required to maintain on its website details of a recognised corporate governance code, how the Company complies with this code and an explanation of any deviations. Such information will be reviewed at least every 12 months.
Strategic Minerals has adopted The Quoted Companies Alliance Corporate Governance Code 2018 (the “QCAC” or the “Code”) and applies the ten principles of the QCAC as set out in this statement.

Chairman’s Introduction

I am pleased to present the Corporate Governance Statement for Strategic Minerals.
The aim of the Board is to function at the head of the Group's management structures, leading and controlling its activities and setting a strategy for enhancing shareholder value. Regular meetings are held to review the Group's forward planning. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its shareholders and, in 2018, formally adopted The QCA Corporate Governance Code after noting that it had, effectively, implemented its content in its previous arrangements.

Charles Manners Non-Executive Chairman

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

The Board has developed and enunciated a strategy and business model as detailed in the annual report and on this website under the tab. The Board considers the Company’s strategy to provide a framework for medium to longer term growth in shareholder value.
The major risks to the Company’s overall strategy stem from the potential failure to maintain access to the Cobre magnetite stockpile and overextending cash requirements.
With respect to the exposure to operating cash flow only from the Cobre magnetite stockpile, the Board actively embarked on a search for a near term cash flow asset in our preferred mineral suite, with the addition of Leigh Creek Copper Mine.
In relation to cash flow management of the Company, Management and the Board keep a close eye on exiting and expected cash flow resources and plans for committing these to project development and covering of corporate overheads.
A consideration of broader risks on the Company can also be found in its Annual Report.
Principle 2: Seek to understand and meet shareholder needs and expectations
Shareholder input and communication has been actively sought by the Board through direct contact with shareholders at Annual General Meetings, shareholder information events, monitoring of social media platforms, regular RNS releases, interviews with designated investor relations providers, and one-on-one meetings with investors.
All shareholders are encouraged to attend the Company’s Annual General Meeting and investors have access to current information on the Company through its website and via the This email address is being protected from spambots. You need JavaScript enabled to view it. email address.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

As the Company is involved in the mining industry, the Board is highly cognisant of its responsibility to the broader community. As such, it has adopted a policy to ensure adequate community consultation is undertaken in the areas where we operate. Notably, in New Mexico and in Cornwall, communication with local residents and active involvement in the community has been encouraged. Additionally, the Company has a policy to, where possible, employ local residents when undertaking operations. To date, this has proven highly successful with all locations recording either none or extremely low levels of community dissent.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The management of the business and the execution of the Group’s strategy are subject to a number of risks. The Company regularly reviews the principal risks that face the business and assesses appropriate responses to mitigate and, where possible, eliminate potential adverse impact.
The Board formally reviews risk parameters of the Company in line with its publication of both Annual and Interim Financial Statements. However, it is constantly undertaking a review of risk and, as a mining company, has adopted and engendered a safety culture within the Company to ensure that personnel safety is considered as a priority.
Further information on the Company’s Safety Committee and its policies are set out under Principle 9 below.
Information in relation to the Key Risks and Uncertainties that are relevant to Strategic Minerals are set out in the Strategic Report of the Annual Report.

Principle 5: Maintaining the Board as a well-functioning, balanced team led by the chair

There are currently three (3) Board Directors. The Board considers this number is appropriate for the Company’s current operations. The position is reviewed annually.

- Charles Manners, Chairman
- Mark Burnett, Executive Director
- Peter Wale, Executive Director

All Directors are encouraged to use their judgement and to challenge all matters, whether strategic or operational.
Board Committees
The Board maintains separate sub-committees around Safety and Audit. Remuneration within the Company is the responsibility of the Remuneration Committee. The Board collectively undertakes the function of such a committee and where conflicts arise the Directors exclude themselves from voting on such matters.
Attendance at Board and Committee Meetings
The Company reports on the number of Board and committee meetings held during the year and the attendance record of individual Directors in its Annual Report.
Directors’ conflict of interest
The Company has effective procedures in place to monitor and deal with conflicts of interest. The Board is aware of the other commitments and interests of its Directors and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.
Re-election of Directors
The Company’s Articles of Association require that one-third of the Directors must stand for re-election by shareholders annually in rotation and that any new Directors appointed during the year must stand for election at the AGM immediately following their appointment.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

Biographies for the Directors can be found in the ‘Board of Directors and Corporate Management’ section of this website.
The Board undertakes regular reviews of its capacity to guide the Company in seeking to implement the Company’s strategy. The Board also reviews periodically the appropriateness and opportunity for continuing professional development whether formal or informal.
Independent advice
All Directors are able to take independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. In addition, the Directors have direct access to the advice and services of the Company Secretary and Chief Financial Officer.

Principle 7: Evaluate the Board performance based on clear and relevant objectives, seeking continuous improvement

The Company relies upon the market and shareholder feedback to assess the Board’s performance.

Principle 8: Promote a culture that is based on ethical values and behaviours

The Directors recognise that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board seeks to embody and promote a corporate culture that is based on sound ethical values as it believes the tone and culture set by the Board impacts all aspects of the Company, including the way that employees and other stakeholders behave.
The Company has adopted a code for Directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with the requirements of the 2016 Market Abuse Regulations (“MAR”).
The formation of the Safety Committee and the manner in which options are allocated to Directors and key management/consultants has created a team environment in which the running of the company is aligned with medium to longer term shareholder goals.
These measures enable the Company to determine that ethical values and behaviours are recognised and respected.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

As a resource development company, the Board considers the crucial governance structures and processes revolve around Safety and Audit.

Safety Committee

The purpose of the Safety committee is to ensure that our vision, to provide a safe workplace where no harm comes to anyone, is applied at all of the Company’s locations and that a culture of Safety purveys throughout the organisation.

The Company believes that all reasonable efforts should be undertaken to ensure incidents are prevented, management have ultimate accountability for health and safety but everyone on site has a responsibility to ensure no one comes to harm and employees have the responsibility to stop any job or activity they believe is unsafe and could cause harm to people.

The Safety Committee attempts to monitor, and report to the full Board, on the achievement of the Company in devoting the necessary resources needed to create a working environment, both physically and supervisorial, in which our people and others under our influence and control can work without sustaining injury or suffering ill health.

Audit Committee

The purpose of the Audit Committee is to provide formal and transparent arrangements for considering how to apply the financial reporting and internal control principles set out in the Corporate Governance Guidelines for Smaller Quoted Companies, and to maintain an appropriate relationship with the Company's auditors.
Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Directors believe a healthy dialogue exists between the Board, the Company’s shareholders and other stakeholders. The Board regularly receives reports on shareholder feedback.
In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting. The outcomes of all shareholder votes are disclosed in a clear and transparent manner via a regulatory information service, such as RNS of the London Stock Exchange.
The Company includes historical annual reports, notices of general meetings and RNS announcements over the last five year on its website. The Company lists contact details on its website and on all announcements released via RNS, should shareholders wish to communicate with the Board.
The Company intends to include, when relevant, in its Annual Report, any matters of note arising from the audit or remuneration committees.