Corporate Governance

Compliance with the QCA Corporate Governance Code

Last reviewed on the 7 September 2023. The Board of GreenRoc Mining Plc (“GreenRoc” or the “Company” and, together with its subsidiaries, the “Group”) is responsible for the direction and oversight of all of the Company’s activities. The Board seeks, through effective and efficient decision-making, to ensure that the Company is managed for the long-term benefit of all shareholders. Ensuring good standards of corporate governance is an important part of the Board’s role, with the twin objectives being to reduce risk and at the same time to add value to our business.

The Board recognises its responsibility for the proper management of the Company and is committed to maintaining a high standard of corporate governance. The Directors recognise the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its Shareholders. Accordingly, the Directors have decided that the Company will adopt the Quoted Companies Alliance Corporate Governance Code, which is available at www.theqca.com.  The Code sets out 10 principles that should be applied, which are listed below, together with further information on how GreenRoc complies with them:

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

GreenRoc aims to develop and fast-track its exciting portfolio of high-grade critical minerals projects in Greenland into production and emerge as a key supplier to fast growing European, North American and world markets.  For further information please see “About Us”.

Principle 2: Seek to understand and meet shareholders’ needs and expectations

The Board appreciates that it is accountable to shareholders for the performance and activities of the Company and, to this end, is committed to providing effective communication.  All regulatory news is promptly published through the London Stock Exchange’s Regulatory News Service (“RNS”) and on the Company’s website.  Shareholders can also elect to receive news alerts and updates via the Company’s website; if you would like to subscribe to these alerts, please click here.

The Group is also active on social media via Twitter and LinkedIn, regularly participates in interviews on investment channels and holds webinars via platforms such as Investor Meet Company, providing the opportunity for Q&A sessions.

The Board welcomes feedback from shareholders, who can contact the Company using the designated contact form on the website.  When responding to shareholder enquiries, the Company is constrained by the requirements of the AIM Rules, and in particular the need to avoid making selective disclosure of material information.

The Board maintains regular contact with the Company’s advisers, notably its Nominated Adviser (or “Nomad”), Cairn Financial Advisers LLP, and retained broker, SP Angel.  This assists the Company in understanding the views of shareholders and the wider investment market.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board acknowledges that the long-term success of GreenRoc is reliant on the efforts of the full team, encompassing all employees, contractors, suppliers and stakeholders. The Board is committed to ensuring that the Company acts in accordance with best international practices and maintains positive engagement, open dialogue and co-operation with the communities in which it operates.  This includes engaging transparently and effectively with local and national government agencies in Greenland.

As part of a Mining Licence application in Greenland, GreenRoc must complete an Environmental Impact Assessment (‘EIA’) and Social Impact Assessment (‘SIA’) in compliance with the requirements of the Greenlandic authorities. An EIA is an environmental decision support tool to the authorities who issue licences for mining development projects. The EIA provides information on the possible impacts of mining development projects on the environment and proposes actions to mitigate impacts as far as practicable. The objective of the SIA is to ensure that a mining development maximises its benefits and minimises its potential negative impacts on society and local communities.

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

The Board identifies, assesses and manages various risks in its decision-making and constantly evaluates the Company’s risk tolerance as part of its strategy as an exploration company.  These range from financial and legal risks, to environmental, exploration, regulatory and management risks. The Board will also seek consultation with experts in any area where a particular risk is identified.

The financial risks to the Company, covering funding risk, credit risk, liquidity risk and market risk are monitored closely by the Board and addressed annually during production of the Company’s Report and Accounts and also at other times when relevant.  Environmental and exploration risks are considered at project level and are constantly under review as project work is planned and undertaken.  Some elements of regulatory risk are also project-specific and would be included within that review – local, regional and national regulations impacting on exploration activities.

Regulatory risk at a corporate level is addressed annually during production of the Company’s Report and Accounts and also at other times such as when notices are received from relevant regulatory bodies.

Management risks are mitigated by attracting talent and providing stability and continuity through appropriate remuneration and the awarding of long-term share options, plus a culture of openness within the team, so that all members of the management team feel comfortable in raising any risk-related issues with the Board and Chairman.

The Directors acknowledge their responsibility for the Group’s systems of internal controls and for reviewing their adequacy and effectiveness. These internal controls are designed to safeguard the assets of the Group and ensure the reliability of financial information for both internal and external use and publication.

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

The Board has a wide range of experience directly related to the Group and its activities and its structure ensures that no one individual dominates the decision-making process.  The Board also regularly seeks third-party expert advice to support its decisions.

The Board meets on an ad-hoc basis as decisions are required, with update Board meetings also held periodically. Attendance at Board meetings is recorded for subsequent publication in the Company’s Report and Accounts for the relevant period.

Each of the Directors has entered into a Service Contract or Letter of Appointment with the Company.  Under the terms of these agreements, each Director has agreed to devote such time and attention as is necessary to carry out his responsibilities and duties as a director.

Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Directors have a range of technical, commercial and professional skills, which includes public market experience and operational experience in Greenland.  Further detail regarding each Board member can be found on the Company’s website.   The Board also engages technical advisers to assist the Board in making effective decisions in relation to the Company’s projects and investments, and retains the services of auditors in the UK, a Nomad, broker and solicitors (see Advisers.)

Further information about the Directors’ experience, skills and capabilities is published on the Company’s website. Directors are encouraged to maintain individual continuing professional education programmes in their respective disciplines.  They regularly attend industry forums and conferences, in addition to maintaining strong links within the minerals and investment communities through regular networking.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

Internal evaluation of the Board and individual Directors is undertaken on an ad hoc basis in the form of peer appraisal and discussions.

Individual appraisals will be used to identify key corporate targets relevant to each Director, as well as personal targets appropriate to their role within the Company.  From these reviews, the Board will determine what changes may need to be implemented to current roles and processes.

Given the current size of the Company, Board and senior management appointments are infrequent and subject to the individual being the right “fit” for the Company.  The Board seeks prospective candidates via its network of contacts in the industry in the first instance and then via professional search agencies if required.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

The Board is committed to promoting a positive corporate culture and expects all employees, suppliers, contractors and consultants to conduct their day-to-day business activities in a fair, honest and ethical manner in accordance with its Anti-Bribery and Corruption Policy.  The Company is mindful of local cultures and practices when planning and carrying out activities and seeks to ensure that the development of its operations positively benefits all stakeholders and the communities in which it operates.

The Company has a Share Dealing Code which sets out the requirements and procedures for dealings by the Board and applicable employees in the Company’s securities in accordance with the provisions of MAR and the AIM Rules for Companies.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. The Company holds Board meetings every two months and at other times as and when required.

The Company has established the Remuneration Committee and the Audit Committee with formally delegated duties and responsibilities and has adopted a share dealing code and an anti-bribery and corruption policy:

Audit Committee

The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. Under its terms of reference, it is required to meet at least twice a year, at which meetings the executive Directors may attend by invitation, and is responsible for keeping under review the scope and results of the audit, its cost-effectiveness and the independence and objectivity of the auditors. It also has responsibility for matters of risk, for public reporting and internal controls and for arrangements whereby employees may raise matters of concern in confidence.

The Audit Committee is chaired by Mark Rachovides and its other member is Lars Brünner, both of whom are independent and are deemed to have recent and relevant financial expertise.

Remuneration Committee

The Remuneration Committee will review the performance of the executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. Under its terms of reference, it is required to meet at least twice a year and is responsible for ensuring that the executive Directors, officers and other key employees are fairly rewarded (which extends to all aspects of remuneration) for their individual contribution to the overall performance of the Group.

The Remuneration Committee is chaired by Lars Brünner and its other members are Mark Rachovides and the Chairman, George Frangeskides.

Share Dealing Code

The Company has adopted a Share Dealing Code which sets out the requirements and procedures for dealings by the Board and applicable employees in the Company’s securities in accordance with the provisions of MAR and the AIM Rules for Companies.

Anti-Bribery and Corruption Policy

The Company has adopted an Anti-Bribery and Corruption Policy which applies to the Board and employees of the Group. It sets out their responsibilities in observing and upholding a zero-tolerance position on bribery and corruption in all the jurisdictions in which the Group operates as well as providing guidance to those working for the Group on how to recognise and deal with bribery and corruption issues and the potential consequences. The Company expects all employees, suppliers, contractors and consultants to conduct their day-to-day business activities in a fair, honest and ethical manner, to be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in compliance with it.

Managers at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

As detailed in Principle 2, GreenRoc is committed to maintaining active and transparent communications with its shareholders and relevant stakeholders via a range of channels.  Shareholders also have the opportunity to vote on resolutions proposed at the Company’s Annual General Meeting and any additional General Meetings that may be held, the results from which are reported via RNS and recorded in the “News” section on the Company’s website.

Annual reports and half-yearly results can be accessed via the Company’s website under “Reports and Accounts”. Final results and interim results are also released via RNS and therefore also reported in the “News” section of the website.

SECTION 172 (1) STATEMENT

The Directors believe they have acted in the way most likely to promote the success of the Company for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

The specific requirements of s172 are set out below, along with the approach adopted by the Directors to ensure they meet these requirements:

1. Consider the likely consequences of any decision in the long term

GreenRoc is a recently formed group with a mixture of advanced and earlier stage mineral exploration projects. Its objective is to become a supplier of critical minerals, which will necessarily take time to develop and build. Therefore, the aims and vision of the Directors are necessarily based around long-term consequences.

2. Act fairly between the members of the Company

The Company’s largest shareholder is Alba, which is represented on the Board by George Frangeskides as Non-executive Chairman, and Mark Austin as a Non-executive Director (“NED”). Alba and the other shareholders are aligned in their interest to create long-term value for the Company, however to the extent that there are matters that bring Alba’s interests into potential conflict with other members, decision-making is reserved in specific circumstances to the Executive Director (Stefan Bernstein) and the independent NEDs (Lars Brünner, Mark Rachovides), who together constitute in any case a majority of the Board.


3. Maintain a reputation for high standards of business conduct

As part of the listing process in 2021, the Company established a number of policies and procedures around its business practices, including anti-bribery, whistle-blowing, and anti-tax evasion. The Company also follows the QCA Corporate Governance Code.

4. Consider the interests of the Company’s employees

The Company currently has only one employee other than the Directors. It is committed to the fair and ethical treatment of all of its staff.

5. Foster the Company’s relationships with suppliers, customers, and others

In order to progress its projects in Greenland, the Company is reliant on the support of its key suppliers (drilling contractors, logistics and transport providers, environmental and other consultants, and suppliers of local equipment and materials). In many of these areas, the Company competes with other mining companies and it is therefore a key part of the Company’s operating model to secure and maintain strong ties with suppliers. As yet the Company has no customers, but when it reaches a stage closer to production, one or more off-take agreements will be required with long-term partners.

6. Consider the impact of the Company’s operations on the community and the environment.

High environmental standards are required of mining companies in Greenland. The Company is committed to ensuring that its operations not only are of benefit to local economies and communities, but that they do not harm the local environment. Being a supplier of critical minerals such as graphite also means that the Group has a wider environmental dimension to consider, with investors and end users in green energy and technology being more likely to expect high environmental and social standards throughout the supply chain. The combination of these factors’ places ESG at the heart of GreenRoc’s strategy. To that end, the Board established an ESG Committee, as a subcommittee of the main GreenRoc board, in November 2021.