The Directors are committed to maintaining high standards of corporate governance to ensure accountability and transparency and to protect the interests of all of our shareholders. In March 2018, the AIM Rules were changed such that all AIM companies were obliged, from 28 September 2018, to apply a recognised corporate governance code, providing details of that code on its website along with details of how the company complies with or departs from that code. The Company has adopted the Quoted Companies Alliance (QCA) Code as the main benchmark against which Amerisur will measure itself.
The Company is in full compliance of the QCA Code disclosure requirements with both the website and the latest Annual Report.
The Board of Directors is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions, and reporting to the shareholders.
The Chairman ensures that all Directors are properly briefed and have access to independent professional advice and to the services of the Company Secretary, and receive the appropriate training, as necessary and as determined by an annual review. All new Directors receive detailed induction training upon joining the Board, covering compliance issues, risk management considerations, Board processes and corporate governance considerations.
The Board meet around five times during the year and all meetings have a formal agenda. Directors also have ongoing contact on a variety of issues between formal meetings. The Non-executive Directors’ role is to constructively challenge and they can suggest agenda items for Board meetings.
All Directors are submitted for shareholder approval at regular intervals.
The Board comprises a Chairman, two Executive Directors and three independent Non-executive Directors.
|Role||Date of appointment||Independent from Company|
|Chairman||G Clarke||28 February 2007||n/a*|
|Executive Directors||N Harrison||17 April 2007||No|
|J Wardle||27 February 2007||No|
|Non-Executive Directors||C Jenkins||27 May 2016||Yes|
|A Snow||10 May 2017||Yes|
E Grant Goodey
|8 October 2018||Yes|
*The Chairman was independent upon appointment
The Board has carefully considered the independence of the current Non-executive Directors and has concluded that the current three Directors, Chris Jenkins, Alex Snow and Elodie Grant Goodey, are independent and the Chairman was independent upon appointment.
This means that more than half of the Board are independent.
The Senior Independent Director is available to shareholders if they have concerns which contact through the normal channels of Chairman, Chief Executive or other Executive Directors has failed to resolve or for which such contact is inappropriate. Alex Snow was appointed as the Senior Independent Director on 10 May 2017. Due to the CEO being based in South America there are additional roles the Chairman undertakes, including when it is not feasible for the CEO to attend. These are primarily key stakeholder and governmental engagement meetings and the Chairman is an important element in having built the relationships which have allowed operations to proceed and prosper.