Amerisur Resources plc is committed to meeting high standards of corporate governance. The Directors are committed to maintaining throughout the Group the highest standards of business conduct and ethics, as well as full compliance with all applicable government laws, rules and regulations (including the UK Bribery Act, which came into effect in 2011). The Group is also committed to prompt and comprehensive corporate reporting and disclosure.
As an AIM listed company, Amerisur is not obliged to comply with the UK Corporate Governance Code ("the Code"), although the Board has used the Code as a guide for best practice guidelines and the Directors intend to comply with its main provisions as far as is practicable for a Company of our size and the international reach of our operations. The Board does not consider that the Company is fully compliant with the September 2014 version of the Code as yet, and as we are committed to continuing our journey of improving corporate governance at Amerisur, we will be seeking to be fully compliant in the future.
The Board of Directors comprises the Chairman, four Executive Directors, and three Non-Executive Directors.
All Directors are subject to election by shareholders at the first AGM after their appointment and to re-election at least once every 3 years.
The Board of Directors holds scheduled Board Meetings approximately six times per year plus such other ad hoc meetings as are deemed necessary to deal with urgent business matters.
The Company has established subcommittees of the Board, comprising an Audit Committee, a Remuneration Committee and a Nominations Committee, each of which has its own terms of reference.
The Audit Committee is responsible for the nomination of the external auditors, reviewing the independence and objectivity of the external auditors, and reviewing the adequacy of the scope and quality of the annual statutory audit process and half year review. It is responsible for ensuring that the financial performance of the Group is properly reported on and monitored. If required, Executive Directors and senior members of the management can be invited to attend meetings at the request of the Chairman of the Audit Committee. The Committee liaises with the auditor and reviews the reports from the auditor relating to the accounts. The committee meets at least three times a year.
The Audit Committee comprises Chris Jenkins (Chairman of the Committee), Douglas Ellenor, Stephen Foss and Nigel Luson.
The Remuneration Committee is made up solely of independent Non-Executive Directors and is responsible for determining and reviewing compensation arrangements for the directors and the executive management and meets at least twice a year.
The Committee is responsible for ensuring that the remuneration practices of the Company move towards best practice and are linked with the interests of shareholders.
The Remuneration Committee comprises Stephen Foss (Chairman of the Committee), Nigel Luson, Douglas Ellenor and Chris Jenkins.
The Nominations Committee is responsible for ensuring that the Board is well equipped to continue to discharge its responsibilities and to canvas future candidates for the position of Director, to ensure that the Company continues to be governed by appropriately qualified people. The Committee can recommend and review nominees for the appointment of new Directors to the Board, and ensure there is due process used in selecting candidates. The committee meets at least once a year.
The Nominations Committee comprises Giles Clarke (Chairman of the Committee), John Wardle and Stephen Foss.
Internal Financial Control and Reporting
The Board is responsible for establishing and maintaining the Group's system of internal controls and reviewing its effectiveness. The procedures, which include financial, compliance and risk management, are reviewed on an on-going basis. The Board approves the annual budget and performance against budget is monitored and reported by the Board. The internal control system can only provide reasonable and not absolute assurance against material misstatement or loss. The Board has considered the need for an internal audit function but does not consider it necessary at the current time with the current controls in place and the relative complexity of the business.
Amerisur aims to operate responsibly in its everyday business activities. The Company puts an importance on safety, integrity and transparency and treats its employees with respect and fairness. Amerisur recognises that employees and how they operate are critical to business success and in recognition of this, has in place a suite of policies addressing: ethical conduct, human rights, employment, health & safety and diversity.
Ethical Conduct Statement
Amerisur conducts its business with a high ethical standard. The Company helps to manage its ethical conduct risks and protect its licence to operate through its approach to anti-bribery and corruption risk and fraud detection and awareness.
Conflicts of Interest Policy
Amerisur's Board is committed to ensure that any conflicts of interest are managed fairly. The Conflicts of Interest policy aims to take reasonable steps to maintain and operate effective requirements to identify and manage conflicts of interest.
Human Rights Policy
Amerisur wants its employees and wider stakeholders to be treated with dignity and respect. Amerisur endorses the UN Declaration of Human Rights. The Company does not tolerate child labour and forced labour; Amerisur respects freedom of association and the rights of employees to be represented by trade unions and work council and does not discriminate on the basis of gender, religion, age, disability and ethnicity. We encourage all who work with Amerisur to adhere to the same principles.
Modern Slavery Statement
Amerisur is committed to identify and combat slavery and trafficking in all parts of its business and supply chain. The Company's risk policies and processes seek to identify high risk areas. Training is provided for all employees and on-going review of the relevant company policies, audit processes and due diligence arrangements are in force.
Health & Safety Statement
Amerisur is committed to the safety of its staff and workplace. To support this aim we have achieved OSHAS 18001:2007 Occupational Health and Safety Management Standard, for our operations, which are intended to help to control occupational health and safety risks.
Employee Compensation Statement
Amerisur wants to provide the opportunity for staff to be part of a team and mutually share in our success. To help achieve this aim the Group operates an equity settled share based compensation plans for the remuneration of its employees.
Employment of Disabled Persons Policy
The Group maintains a policy of giving fair consideration to applications from physically disabled persons, bearing in mind their respective aptitudes and abilities. In the event of employees becoming disabled, every effort is made to ensure that their employment with the Company continues and that the appropriate training is arranged.
Amerisur recognises the benefits of diversity, including gender diversity, throughout the Company and on the Board, to help ensure there is an appropriate balance of skills and experience within the Company.
Amerisur focuses on quality management and has in place an effective system to manage and improve the quality of their products or services. In support of this the Company has held ISO 9001:2008 Quality Management Standard since October 2012.
This page was last updated on 25th October 2016