Due to the size and nature of the Company, it does not currently comply with the provisions of the UK Corporate Governance Code. However, Baobab is committed to maintaining high standards of corporate governance and the Directors intend, so far as it is practicable having regard to the Company's size and the composition of the Board, to comply with the UK Corporate Governance Code. The Board currently includes two non-executive Directors with relevant experience to complement the executive Directors and to provide an independent view to the Board.
The Board of Directors
The Board of Directors of Baobab is accountable to the shareholders for its Corporate Governance. The Board is responsible for corporate strategy direction, guiding the implementation of business plans, approval of exploration and development budgets and capital expenditure, and the adherence to Company policies. It will oversee all aspects of the finances, continuously review performance and controls, manage potential risks, decide on key business transactions and manage the interests of stakeholder groups. All Directors, management and officers are expected to act legally, ethically and responsibly on all matters.
The full Board meets monthly and deals with all important aspects of the Company’s affairs. To enable the Board to perform its duties, each Director will have full access to all relevant information and to the services of the Company Secretary. If necessary, the Non-Executive Directors may take independent professional advice at the Company’s expense. The Board has delegated specific responsibilities to the committees described below.
The Board includes one Executive Director, Mr Ben James, Chairman, Mr Jeremy Dower and three Non-Executive Directors, Jonathan Beardsworth, Dr Mohan Kaul, David Twist and Carlo Baravalle. The Non-Executive Directors provide an independent view to the Board.
The Directors' varied backgrounds and experience give Baobab a good mix of the knowledge and expertise necessary to manage the business effectively.
Directors' respective responsibilities are shown in the following table.
|
Director
|
Title
|
Board Committee
|
|
Executive
|
Audit
|
Remuneration
|
|
Jeremy Dowler
|
Chairman
|
No
|
Chairman
|
Yes
|
|
Ben James |
Managing Director |
Yes
|
No
|
No
|
|
Jonathan Beardsworth
|
Non Executive
|
No
|
Yes
|
Chairman
|
|
Dr Mohan Kaul
|
Non Executive
|
TBA
|
TBA
|
TBA
|
|
David Twist
|
Non Executive
|
No
|
No
|
No
|
|
Carlo Baravalle
|
Non Executive
|
No
|
No
|
No
|
The Managing Director is responsible to the Board for the day-to-day management of the Company.
The Remuneration Committee
The remuneration committee, which comprises the non-executive Directors, is chaired by Jonathan Beardsworth, and will meet as required during each financial year. It is responsible for reviewing the performance of the executive Directors and for setting the scale and structure of their remuneration, having due regard to the interests of Shareholders as a whole and the performance of the Group. The remuneration committee will also administer the Company's share option arrangements. The remuneration of the non-executive Directors will be reviewed by the Board.
Click here for the Terms of Reference for the Remuneration Committee.
The Audit Committee
The audit committee, which comprises the non-executive Directors, is chaired by Jeremy Dowler, and will meet on at least two occasions each financial year. It reviews the Company's interim and annual financial statements before submission to the Board for approval, as well as regular reports from management and the external auditors on accounting and internal control matters. Where appropriate, the audit committee will monitor the progress of action taken in relation to such matters.
The audit committee will also recommend the appointment of, and will review the fees of, the external auditors.
Click here for the Terms of Reference for the Audit Committee.
The share dealing code
The Company has adopted a share dealing code for the Directors and its employees, which is appropriate for a company whose shares are admitted to trading on AIM (in order to, among other things, ensure compliance with Rule 21 of the AIM Rules and on a similar basis to that set out in the "Model Code" annexed to the Listing Rules). The Company will take all responsible steps to ensure compliance with the terms of the Share Dealing Code by the Directors and its employees.
Click here for the Share Dealing Code for Employees of Baobab Resources Plc and its Group Companies and the UK Rules on Insider Dealing In Securites.
