China Gold Mining, Gold Mining Company, Gold Mining in China, Investments in China, Gold Mining Underground, Australia

The CGM board is committed to protecting and enhancing shareholder value and conducting the company’s business ethically and in accordance with the highest standards of corporate governance. In this section of the report, we set out the key corporate governance principles and practices adopted by the board. In preparing this statement, we recognise that CGM operates, and is listed on the London Stock Exchange (AIM).  We adapt our practices to reflect the highest standard across these jurisdictions.

Role of the Board

The board, working with senior management, is responsible to shareholders for our overall business performance. It approves company goals and directions, strategic plans and performance targets. The board ensures that appropriate policies, procedures and systems are in place to manage risk, optimise business performance and maintain high standards of ethical behaviour and legal compliance.

The board ensures the company complies with regulatory requirements and maintains ethical standards. We maintain a high level of transparency in reporting to all stakeholders.

The board is responsible for strategic direction and control, and delegate's responsibility for managing the company to the Chief Executive Officer. Board functions include:

• providing strategic direction for, and approving, business strategies and objectives
• approving policies for managing business risks, safety and occupational health, community and environmental matters
• monitoring our operational and financial position and performance
• identifying principal risks we face and ensuring that appropriate control and monitoring systems are in place to manage the impact of these risks
• ensuring that our financial and other reporting mechanisms result in adequate, accurate and timely information being provided to the board
• approving processes, procedures and systems to ensure that financial results are appropriately and accurately reported on a timely basis
• ensuring that shareholders and the financial market are informed of all material developments in relation to the company and our businesses
• appointing and - where appropriate - removing the Chief Executive Officer, approving other key executive appointments and planning for executive succession
• overseeing and evaluating the performance of the Chief Executive Officer and other senior executives

Board Meetings

Monthly meetings are convened. Occasionally, ad hoc board meetings are convened to address issues when it is not practical to organize a full board meeting.

The Chairman and the Chief Executive Officer meet regularly to discuss business and strategic issues and to agree on board agendas.

Access to Information

Directors are entitled to access all information required to discharge their responsibilities. Independent of board papers, directors receive a monthly report from the Chief Executive Officer on the performance of the company's businesses and other significant issues. Senior executives also make presentations at each board meeting to assist directors in developing an in-depth knowledge of the company's operations. Board meetings are held in conjunction with visits to company operations each year to enhance directors' knowledge of the businesses and facilitate contact with key staff at operations.

New directors are provided with a comprehensive orientation pack and are encouraged to visit company operations to assist them to understand CGM's business and key drivers.

Directors may obtain independent professional advice at the company's expense, subject to prior consultation with the Chairman, on matters arising in the course of their board and committee duties. At all times, directors have access to senior company managers and company documents

Board Composition

CGM's board has six directors. Four are non-executive directors including the Chairman. The board's strength comes from the collective interaction of its experienced, knowledgeable and informed directors.

From time to time, the board reviews the board's composition and assesses nominations for new appointments to ensure the board has the right balance of skills and experience.

All non-executive directors are independent, having no business or other relationship with CGM that could compromise their autonomy.

Non-executive directors are subject to re-election by rotation. There are no maximum terms for non-executive director appointments. Newly-appointed directors must seek re-election at the first general meeting of shareholders following their appointment.  

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