Last updated 26 March 2025

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 Board currently consists of a Non-Executive Chairman, an Executive Director and a Non-Executive Director. 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 a strategy and business model as detailed in the annual report and on this website. The Board considers the Company’s strategy provides 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. 

Management and the Board have sort to address such concerns through ensuring that sufficient resources are allocated to the project to give it the greatest chance of success.

Management and the Board exercise robust cash flow management and ensure regular contact with market participants so the Company can raise funds if required. 

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 communication has been active through direct contact at the Annual General Meeting, regular RNS releases, face to face meetings with stakeholders and monitoring of social medial platform.

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 info@strategicminerals.net 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 not only to shareholders but in the broader community. As such, it has adopted a policy to ensure community consultation in areas where the Company operates. Additionally, the Company has a policy to, where possible, employ local residents when undertaking operations.

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

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. It 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 Annual Report.

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

There are currently three (3) Board Directors (two of which are non-executive) and the Board considers that, at this time, this is appropriate to the Company’s current level of operations. The position is reviewed annually.

All Directors are encouraged to use their independent judgement and to challenge all matters, whether strategic or operational.

Board Committees

The Board has established separate sub-committees around Safety, Audit and Remuneration. 

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 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.

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 Market Abuse Regulation which came into effect in 2016.

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 is exercised throughout the organisation.

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.

The purpose of the Remuneration Committee is to provide objective oversight on remuneration and incentivisation across the business.

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.

In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting. The outcomes of all shareholder votes are disclosed via a regulatory information service.

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.