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The Board of Cpl Resources plc is firmly committed to business integrity, high ethical values and professionalism in all its activities and operations.

Principles

The Board of Cpl Resources plc is firmly committed to business integrity, high ethical values and professionalism in all of its activities and operations. It is therefore committed to maintaining the highest standards of corporate governance. As an AIM listed company, the Group is now required to apply the principles of a recognised corporate governance code. The Board confirms that the Group complies with the principles and provisions of the QCA Corporate Governance Code, as issued by the Quoted Companies Alliance in April 2018.

The Board is also responsible for developing and promoting the Group’s purpose together with the values, culture and behaviours needed to conduct business and to achieve its strategic objectives.

The Quoted Company Alliance (QCA) Code

During the past year, the listing rules for the Alternative Investment Market (“AIM”), of which the Group is a member, were updated. Effective 28 September 2018, AIM listed companies are required to ‘comply or explain’ against a recognised corporate governance code. The board is committed to adhering to high standards of corporate governance and, as such, welcomed this change. The Group has elected to apply the principles of corporate governance contained in the QCA Corporate Governance Code, as issued by the Quoted Companies Alliance in April 2018 (“the Code”). Throughout the financial year, and up to the date of the report, the Group was fully compliant with all sections of the Code.

John Hennessy, Non-Executive Chairman

This disclosure was last reviewed and updated on 27 September 2018

This report describes how the principles and provisions of the QCA Corporate Governance Code have been applied.

The Board & its Role

The Group is controlled by its Board of Directors. The Board’s primary roles are to create value for shareholders, to provide leadership to the Group, to approve the Group’s strategic objectives and to ensure that the necessary financial and other resources are made available to enable them to meet those objectives.

Specific responsibilities reserved to the Board include:

  • Setting Group strategy and approving an annual budget and medium-term projections
  • Reviewing operational and financial performance; approving major acquisitions
  • Divestments and capital expenditure
  • Reviewing the Group’s systems of financial control and risk management
  • Ensuring that appropriate management development and succession plans are in place
  • Approving appointments of Directors and Company Secretary
  • Approving policies relating to Directors’ remuneration and the severance of Directors’ contracts
  • Ensuring that a satisfactory dialogue takes place with shareholders

The Board has delegated the following responsibilities to the executive management team: the development and recommendation of operational plans for consideration by the Board that reflect the longer-term objectives and priorities established by the Board; implementation of the strategies and policies of the Group as determined by the Board; monitoring the operating and financial results against plans and budgets; monitoring the quality of the investment process against objectives; prioritising the allocation of capital, technical and human resources; monitoring the composition and terms of reference of divisional management teams; and developing and implementing risk management systems.

Each Director retires by rotation every 3 years and no specific term of appointment is prescribed. The Board meets at least eight times each year and has a fixed schedule for reviewing the Group’s operating performance. Additional meetings are arranged as required to deal with specific issues or transactions. There is a schedule of formal matters specifically reserved for Board approval. Outside of this, the Chairman and Non-Executive Directors make themselves available for consultation with the executive team as often as necessary. All Directors have access to advice from the Company Secretary and from independent professional advisors at the Group’s expense.

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