The principal activity of the business is that of acquisition, exploration and development of epithermal and porphyry-related gold resource properties in Turkey.
Corporate Objectives: Ariana is focused on delivering exploration success via an intelligent exploration strategy, which integrates geoscientific knowledge and new technologies to identify and advance prospects rapidly. The strategy employed is carefully managed to nurture value by minimising exploration risk. Longer term, Ariana aims to provide optimal shareholder returns by developing profitable gold mining operations in Turkey. Ariana aims to achieve this objective by utilising its in-house expertise to explore and develop advanced projects and to make further acquisitions. Ariana is targeting an aggregate resource of 1Moz of gold in western Turkey.
Corporate Policy: Ariana considers that its primary responsibilities are to its stakeholders: the shareholders, the communities and the environment in which it operates. More specifically, Ariana: Adheres to sound corporate governance policies. Maintains a high standard of technical best-practice in its exploration and development activities, and adheres to international standards where applicable. Embraces a socially responsible and beneficial approach to health and safety, the environment, and community support in its areas of operation. Recognises the importance of its employees and the need to attract and continue to challenge its exceptionally talented people.
Compliance with QCA Corporate Governance Code
The Ariana Board of Directors (the “Board”) aims to conform to its statutory responsibilities and industry good practice in relation to corporate governance of Ariana (the “Company”) and its subsidiaries (together the “Group”). The Board has adopted the latest version of the QCA Corporate Governance Code (2018) (“QCA Code”) and strives to follow the ten principles outlined within it to the fullest extent possible taking into consideration the stage of development of the Company. It also seeks guidance from its advisers on recommended best corporate governance practice for AIM companies. The following are the principal ways in which the Company meets these requirements, together with reasons for any non-compliance.
Principal One – Business model and strategy
The Board has developed and implemented a strategy and business model which it believes will achieve long term value for shareholders. This strategy and business model is clearly explained on the website. The Company believes that this strategy and business model is appropriate to protect the Company from unnecessary risk and secure its long-term future.
Principal Two – Understanding shareholder needs and expectations
The Board is committed to maintaining good communications and seeks to understand and meet shareholder needs and expectations by engaging with them across a range of platforms. This includes regular investor presentations, Q&A forums, investor relations company services, an investor portal available on the website, and social media sites as well as its Annual General Meeting. The Company provides phone numbers on all its updates and RNS announcements where shareholders can contact the appropriate senior Company representatives or advisors directly with their queries together with a dedicated email address for shareholder feedback.
Principal Three – Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Company is reliant upon the efforts of the employees of the Company and its partners, contractors, suppliers, regulators and other stakeholders. The Board has put in place a range of processes and systems to ensure that there is close oversight and contact with its key resources and relationships.
The Company’s principal areas of operation (project locations) are in Turkey and the surrounding regions. The Company is committed to cultivating and maintaining good relations with all stakeholders and its strategy and business model is designed to minimise any negative impact of its activities and of those working on its behalf, on the communities where it operates and on the environment. The Company has established a positive working relationship with governments, non-government organisations and local communities with whom it holds regular meetings to appraise them of the Company’s plans. The Company firmly believes that the mining and exploration development projects that form the basis of its business model will substantially benefit the countries and regions in which it operates. The Company provides open and clear communication channels and points of contact for all its stakeholders and has a robust communication system in place to ensure all concerns are quickly brought to the Board and senior management’s attention.
Principal Four – Risk management
In addition to its other roles and responsibilities, the Audit and Compliance Committee is responsible to the Board for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the risks faced by the Company. The Company recognises that it is exposed to risks which may negatively impact on its business operations. It takes all reasonable steps to identify, assess the impact of and mitigate these risks wherever possible. These risks are clearly identified in its Annual Report and Accounts (Director’s Report) and are set out below.
The Company relies on internal and external assessments of its systems for managing risk and it believes the continuous implementation of recommendations from these reviews provide the Board with adequate assurance that its systems for managing risks are effective.
Mining activity involves a variety of potential risks to production or interruptions to output. These can include geological, mining, processing, environmental and financial risks. The Joint Venture company reviews mining progress on a regular basis to determine any potential risk factors that could affect production negatively. The Joint Venture employs experienced management staff.
Exploration and development risk
Inherent risks associated with the failure to discover or develop an economically recoverable ore reserve, to conclude a definitive feasibility study, and to obtain the necessary consents and approvals for the conduct of exploration and mining. The Board is committed to reviewing progress relating to the development of its various exploration targets and assesses this against planned expenditure and expected outcomes. The Group employs highly trained geologists with extensive knowledge of the style of gold/silver mineralisation located in Turkey.
Any joint venture arrangement contains an element of counterparty risk. The Company maintains good working relationships with our Joint Venture partners and monitor their financial condition and commitment on a regular basis.
Political / in-country risk
Political instabilities, which could cause the loss of an asset through expropriation, war or unrest. Turkey benefits from a robust political environment and has established fiscal and mining codes. The Group enjoys a good working relationship with the relevant authorities in Turkey and has a permanent management team in the country to monitor developments.
Environmental / safety risk
Major pollution arising from operations and/or loss of life due to systems or equipment failure. The Group adopts best practice in the industry with on-site, country level and corporate level policies and procedures.
A potential fall in commodity prices which could lead to it becoming uneconomic for the Group to mine its assets. The Group’s principal interest is gold and silver and the outlook for gold remains broadly positive as a continuing safe haven vehicle for wealth protection. The Group will consider the use of appropriate hedging products to mitigate this risk.
This is the risk of running out of working and investment capital. The Group relies primarily on the issue of share capital and joint venture agreements, to include bank borrowing where appropriate, to finance its activities. The Group maintains tight financial and budgetary control to keep its operations cost effective. Forward planning helps ensure it is adequately funded to reach its objectives.
Foreign currency risk
The Group’s results are sensitive to foreign currency movements and in particular with its exposure to the Turkish Lira, arising from the Group’s primary operations being in Turkey. The Group finances its overseas operations by transferring Pounds Sterling from the UK to meet local operating costs which are generally either denominated in Turkish Lira or US Dollars. The Group maintains the majority of its cash in Pounds Sterling and continues to monitor relevant currency movements and considers action where appropriate.
Principal Five – A well-functioning Board of Directors
The Board comprises an Executive Chairman, Michael de Villiers, a Managing Director, Dr Kerim Sener and two non-executive directors, William Payne and Chris Sangster. Chris Sangster, is considered by the Board to be an independent director. The two executive directors comprise the Company’s Managing Director and Chairman who dedicate 100% of their contractually required time to the Group. The non-executive directors dedicate as much time as is required for them to fully carry out their duties for the Group including overseeing corporate governance arrangements and serving on board committees with the ultimate responsibility for the quality of, and approach to, corporate governance lying with the Chairman. Michael de Villiers also serves as the Company Secretary and William Payne acts as the Chief Financial Officer. It is recognised that an additional independent non-executive director will benefit the Company and it will appoint such an independent director at the appropriate time so as to comply with the Code. It is also recognised that whilst the finance function is currently carried out by a Non-Executive Director and his supporting team in the UK, given not only William Payne’s accountancy experience but also that of executive director Michael de Villiers, it is effective and well suited to the Company.
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions. An agenda and all supporting documentation is circulated to the directors before each Board meeting. Open and timely access to all information is provided to directors to enable them to bring independent judgement on issues affecting the Group and facilitate them in discharging their duties. The Board met regularly during the last financial year to 31 December 2017. Generally, no individual director is absent for more than one board meeting during any given year.
In accordance with the Articles of Association of the Company, one third of the Board is required to retire each year at the Company’s AGM but directors resigning so can put their name forward for re-election.
The Board is accountable to the shareholders for delivery of sustained value growth. In order to support its duties and responsibilities the Board implements control procedures that assess and manage risk and ensure robust financial and operational management within the Group.
The Board sets the Group’s strategy and monitors its implementation through operational and financial performance reviews. It also works to ensure that adequate resources are available to implement strategy and exploit opportunities in an appropriate manner.
The Board has three sub-committees: the Audit Committee, Remuneration Committee and Sustainability Committee. Governance and Nominations are dealt with by the entire Board.
Principal Six – Appropriate skills and experience of the directors
The Board members have a diverse range of skills and experience spanning technical, financial and operational areas relevant to the development and management of the Company. Summary biographies of each Board member are shown on the Company’s website. Directors keep their skill sets up to date by attendance at, and participation in, various events organised by their respective industry sectors and by participation in continuing professional development courses. As the Company evolves, the Board will be reviewed and expanded if necessary to ensure appropriate expertise is always in place to support its business activities. The Board recognises that it currently has a limited diversity and this will form a part of any future recruitment consideration if the Board concludes that replacement or additional directors are required.
Principle Seven – Evaluation of board performance
The performance of the executive management of the Company is evaluated on an on-going basis by the Remuneration Committee (“Remcom”) which is composed of William Payne and Chris Sangster. The results of these evaluations are reflected in changes in the executive remuneration levels recommended by the Remcom from time to time and in awards under the Company’s Share Option and Management Incentive Schemes where it considers such awards are warranted. As the Company grows, the Board will develop more comprehensive human resource policies to provide both internal and external performance evaluations of its Board, senior management and staff including the provision for upskilling where necessary and to provide for Board member succession planning. The Board considers that the corporate governance policies it has currently in place for Board performance reviews is commensurate with the size and development stage of the Company and well within the norms of the peer group and industry.
Principle Eight – Corporate culture
The Company operates across several countries including the UK, Turkey, Holland and Australia. In line with its international reach, the Company recognises the cultural diversity both internally and among its business partners, service providers and other stakeholders. The Board recognises that their decisions regarding strategy and risk will impact the corporate culture of the Company as a whole and that this will impact the performance of the Company. The Board is very aware that the tone and culture set by the Board will impact all aspects of the Company as a whole and the way that employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long-term value to its shareholders and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board. A large part of the Company's activities is centred upon what needs to be an open and respectful dialogue with employees, partners and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the Company does. The directors consider that at present the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. The Company has adopted, with effect from the date on which its shares were admitted to AIM, 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 Nine – Maintenance of governance structures and processes
Ultimate authority for all aspects of the Company's activities rests with the Board, the respective responsibilities of the Chairman and Managing Director arising as a consequence of delegation by the Board. The Board has adopted appropriate delegations of authority which set out matters which are reserved to the Board. The Chairman is responsible for the effectiveness of the Board, while management of the Company's business and primary contact with shareholders has been delegated by the Board to the Managing Director.
Audit Committee – Michael de Villiers and William Payne
This committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported. It receives reports from the executive management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee shall meet not less than twice in each financial year and it has unrestricted access to the Company's auditors.
Remuneration Committee – William Payne and Chris Sangster
The Remuneration Committee reviews the performance of the executive directors and employees and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also considers and approves the granting of share options pursuant to the share option plan and the award of shares in lieu of bonuses pursuant to the Company's Remuneration Policy. The Remunerations Committee reviews overall remuneration against industry peer group companies on a regular basis and takes professional advice as and when it is deemed necessary.
Sustainability Committee – Michael de Villiers and Chris Sangster
The Sustainability Committee is formed of the two directors who have prior operational and industry experience and may include other management who are responsible for developing and implementing policy and procedures.
The Company is committed to providing all employees a safe place to work in accordance with our HSE goals (see below). This will be accomplished by providing safe equipment to operate, proper training and safe methods and procedures. The Company will at a minimum, comply with all applicable industry norms for rules and regulations. The Company takes the approach that no job is so important that it cannot be accomplished without injury. The Sustainability Committee also deals with the CSR policy outlined below.
The Board has agreed that appointments to the Board will be made by the Board as a whole and so has not created a Nominations Committee.
Directors Fiduciary Duties
In accordance with the Companies Act 2006, the Board complies with: a duty to act within their powers; a duty to promote the success of the Company; a duty to exercise independent judgement; a duty to exercise reasonable care, skill and diligence; a duty to avoid conflicts of interest; a duty not to accept benefits from third-parties and a duty to declare any interest in a proposed transaction or arrangement.
Principle Ten - Shareholder communication
The Board is committed to maintaining good communication and having constructive dialogue with its shareholders. The Company has close ongoing relationships with its private shareholders. Institutional shareholders and analysts have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company's Annual General Meeting.
Investors also have access to current information on the Company though its website, https://www.arianaresources.com, and via management, who are available to answer investor relations enquiries. The Company proposes in 2018, subject to the necessary formalities, to move to more enhanced electronic communications with shareholders in order to maximise efficiency.
The Company shall include, when relevant, in its annual report, any matters of note arising from the audit or remuneration committees.
Take Over Rules
The Company is incorporated in the United Kingdom, accordingly, transactions in shares of the Company are subject to the provisions of the UK Code on Takeover and Mergers (“City Code”).
Health, Safety and Environmental Policy (HSE)
Ariana is committed to high standards of Health, Safety and Environmental performance across our business. Our goal is to protect people, minimize harm to the environment, integrate biodiversity considerations and reduce disruption to our neighbouring communities. We seek to achieve continuous improvement in our HSE performance.
Corporate Social Responsibility Policy (CSR)
Ariana’s policy is to conduct all our business operations to best industry standards and to behave in a socially responsible manner. Our goal is to behave ethically and with integrity and to respect cultural, national and religious diversity.
Ariana Resources plc is incorporated in England (Registration Number 05403426). The main country of operation is the Republic of Turkey.
The Company is subject to the UK City Code on Takeovers and Mergers.
The Company's shares are traded on the AIM Market.
Please click on the link below for details of the number of securities in issue, the number of securities held as treasury shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders.
There are no restrictions on the transfer of the Company's AIM securities.