AIM Rule 26, ASX Documents and Corporate Governance

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Metal Tiger plc is dual listed on AIM and ASX seeks to deliver longer term asset growth by investing in undervalued and/or highly prospective opportunities in the mineral exploration and development sector.

Metal Tiger takes an active role in evaluating and managing its investments to ensure they continue to create stable asset growth for the company as the investments progress through the mineral exploration and development cycle.

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Company Documents

The Board of Directors of Metal Tiger is committed to maximising performance, generating appropriate levels of Shareholder value and financial returns, and sustaining the growth and success of Metal Tiger. With these objectives in mind, the Board is concerned to ensure that Metal Tiger is properly managed to protect and enhance Shareholder interests and that Metal Tiger, its Directors, offers and employees, operate in an appropriate environment of corporate governance. Accordingly, the Board has created a framework for managing Metal Tiger including adopting relevant internal controls, risk management processes and corporate governance policies and practices which it believes are appropriate for Metal Tiger’s business and which are designed to promote the responsible management and conduct of Metal Tiger.

Corporate Governance ASX

Metal Tiger is entity listed on the ASX (and AIM). The ASX Corporate Governance Council has developed and released corporate governance recommendations for Australian listed entities (ASX Recommendations) in order to promote investor confidence and to assist companies to meet stakeholder expectations. The recommendations are not prescriptions, but guidelines. Under the ASX Listing Rules, Metal Tiger is required to provide a statement in its annual report disclosing the extent to which it has followed the ASX Recommendations in the relevant reporting period. Where Metal Tiger does not follow a recommendation, it must identify the recommendation that has not been followed and give reasons for not doing so.

The ASX Corporate Governance Council recently released its 4th edition of the ASX Recommendations for Australian entities. To promote good corporate governance and a strong understanding of these principles, Metal Tiger has, where appropriate given Metal Tiger’s size and operations, prepared its corporate governance policies to be compliant with the 4th edition of the ASX Recommendations.


Corporate Governance Statement AIM

As an AIM-quoted company, Metal Tiger plc (“Metal Tiger” or the “Company”) and its subsidiaries (together, the “Group”) is required to apply a recognised corporate governance code, demonstrating how the Group complies with such corporate governance code and where it departs from it.

The Directors of the Company have formally taken the decision to apply the QCA Corporate Governance Code (the “QCA Code”). The Board recognises the principles of the QCA Code, which focus on the creation of medium to long term value for shareholders without stifling the entrepreneurial spirit in which small to medium sized companies, such as Metal Tiger, have been created. The Company will provide annual updates on its compliance with the QCA Code in its Annual Report.

The Board

The Board comprises four Directors of whom two are Executives and two are Non-Executives, including the Chairman, reflecting a blend of different experiences and backgrounds. The Board considers Charles Hall and Neville Bergin to be independent Non-Executives in terms of the QCA guidelines.

The Board meets on a regular basis (at least monthly) throughout the year and all major decisions are taken by the full Board. The Group’s day-to-day operations are managed by the Executive Directors. All Directors have access to the Company Secretary and any Director needing independent professional advice in the furtherance of his/her duties may obtain this advice at the expense of the Group.

The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively, and that all Directors have adequate time to fulfil their roles.

The roles of the Directors are set out below and biographies of the current Directors, are set out on the Company’s website at: www.metaltigerplc.com
The role of the Chairman is to provide leadership of the Board and ensure its effectiveness on all aspects of its remit to maintain control of the Group. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance. The Chairman is considered independent and has adequate separation from the day-to-day running of the Group.

The role of the Chief Executive Officer is the strategic development of the Group and for communicating this clearly to the Board and, once approved by the Board, for implementing it. In addition, the Chief Executive Officer is responsible for overseeing the management of the Group and its executive management.

The role of the Chief Investment Officer is to report to the Board of Metal Tiger and serves as the senior investment executive, working closely with the Chief Executive Officer having responsibility for managing the Group’s investments. The Chief Investment Officer is responsible for sourcing and securing investments as well as monitoring and managing the investment pipeline, managing the investment programme and playing an integral role in other executive functions related to the Group’s strategic development.

Application of the QCA Code

In the spirit of the QCA Code it is the Board’s job to ensure that the Group is managed for the long term benefit of all shareholders and other stakeholders with effective and efficient decision-making. Corporate governance is an important part of that job, reducing risk and adding value to the Group. The Board will continue to monitor the governance framework of the Group as it grows.

Metal Tiger is an investment company that seeks to grow shareholder value through investing in high potential mineral projects in the base, precious and strategic metals sectors.  Metal Tiger invests in projects and entities by buying publicly listed shares, by financing privately and/or by entering into joint ventures.  The Company seeks to promote the long term value for shareholders by leveraging the financial and technical knowledge and experience of its Executive Directors and Senior Management to achieve significant uplift in its investments and joint ventures.

Relations with Shareholders

The Company is committed to listening to, and communicating openly with, its shareholders to ensure that its strategy, business model and performance are clearly understood.  Significant developments are disseminated through stock exchange announcements and regular updates of the Company website.  The AGM is a forum for shareholders to engage in dialogue with the Board. The results of the AGM will be published via stock exchange announcements and on the Company’s website.

Corporate Responsibility, the Environment and Health and Safety

Metal Tiger is committed to conducting its business in an efficient and responsible manner, in line with current best practice guidelines for the mining and mineral exploration sectors and international investment. The Company integrates environmental, social and health and safety considerations to maintain our ‘social licence to operate’ in all its investment activities.

For the Company’s Direct Projects Division, Metal Tiger has adopted and seeks alignment with the best practices and principals of e3 Plus: A Framework for Responsible Explorationas set out by the Prospectors and Developers Association of Canada and the International Council on Mining and Metals Sustainable Development Framework(the ICMM 10 Principles).

Metal Tiger’s management maintains a close dialogue with local communities via its joint venture partners. Where issues are raised, the Board takes the matters seriously and, where appropriate, steps are taken to ensure that these are integrated into the Company’s strategy.

Careful attention is given to ensure that all exploration activity within the Company’s investments is performed in an environmentally responsible manner and abides by all relevant mining and environmental acts. Metal Tiger takes a conscientious role in all its operations and is aware of its social responsibility and its environmental duty.

Both the engagement with local communities and the performance of all activities in an environmentally and socially responsible way are closely monitored by the Board and ensure that ethical values and behaviours are recognised.

The Company has adopted a comprehensive anti-corruption and anti-bribery policy to ensure compliance with the UK Bribery Act 2010. 

Corporate Governance Committees

The Board has established two committees comprising Non-Executive Directors.

The composition of the committees is as follows:

The Audit Committee

The Audit Committee meets twice during the year to review the published financial information, the effectiveness of external audit, and internal financial controls including the specific matters set out below.

The terms of reference of the Audit Committee are to assist all the Directors in discharging their individual and collective legal responsibilities and during the meetings to ensure that:

• The Group’s financial and accounting systems  provide  accurate  and  up-to-date information on its current financial position, including all significant issues and going concern;
• The integrity of the Group’s financial statements and any formal announcements relating to the Group’s financial performance and reviewing significant financial reporting judgments contained therein are monitored;
• The Group’s published financial statements represent a true and fair reflection of this position; and taken as a whole are balanced and understandable, providing the information necessary for shareholders to assess the Group’s performance, business model and strategy;
• The external audit is conducted in an independent, objective, thorough, efficient and effective manner, through discussions with management and the external auditor; and
• A recommendation is made to the Board for it to put to shareholders at a general meeting, in relation to the reappointment, appointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor.

The audit committee does not consider there is a need for an internal audit function given the size and nature of the Group.

Significant issues considered by the Audit Committee during the year have been the Principal Risks and Uncertainties and their effect on the financial statements. The Audit Committee tracked the Principal Risks and Uncertainties through the year and kept in contact with the Group’s Management, External Service Providers and Advisors and received regular updates. The Audit Committee is satisfied that there has been appropriate focus and challenge on the high-risk areas.

Crowe Clark Whitehill, the current external auditors, have been in office since 2016 which was the last time a tender for the audit took place.

The external auditors are invited to attend the Audit Committee meeting to present their findings and this provides them with a direct line of communication to the Directors.

Remuneration Committee

The terms of reference of the Remuneration Committee are to:

• recommend to the Board a framework for rewarding senior management, including Executive Directors, bearing in mind the need to attract and retain individuals of the highest calibre and with the appropriate experience to make a significant contribution to the Group; and
• ensure that the elements of the remuneration package are competitive and help in underpinning the performance-driven culture of the Group.

The Company does not currently have a Nominations Committee, which the Board considers to be appropriate given the Company’s size and nature, but it will continue to monitor the situation as it grows.

Internal Control

The Directors acknowledge their responsibility for the Group’s system of internal control, which is designed to ensure adherence to the Group’s policies whilst safeguarding the assets of the Group, in addition to ensuring the completeness and accuracy of the accounting records. Responsibility for implementing a system of internal financial control is delegated to the Finance Director. The essential elements of the Group’s internal financial control procedures involve:

• Strategic business planning

Detailed financial projections for the current financial year are prepared and subject to formal review at Board meetings.

• Performance review

The Directors aim to monitor the Group’s performance through the preparation of monthly management accounts and regular reviews of expenditure and projections.

Share Dealing Code

The Board has adopted a Share Dealing Code that applies to Directors, Senior Management and any employee who is in possession of ‘inside information’. All such persons are prohibited from trading in the Company’s securities if they are in possession of ‘inside information’. Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided the individual has received the appropriate prescribed clearance.

Departure from the QCA Code

In accordance with the AIM Rules for Companies, Metal Tiger departs from the QCA Code in the following way:

Principle 7 – “Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.”

Metal Tiger’s Board is extremely focused on implementing the Company’s strategy. However, given the size and nature of Metal Tiger, the Board does not consider it appropriate to have a formal performance evaluation procedure in place, as described and recommended in Principle 7 of the QCA Code. The Board will closely monitor the situation as it grows.

Charles Hall
Non-Executive Chairman

Date Reviewed: 25 May 2021

Metal Tiger plc is incorporated and registered in England and Wales under the Companies Act 2006, registered number 4196004. 

The Company's main operation is located in the United Kingdom.

The Board comprises four Directors of whom two are Executives and two are Non-Executives, including the Chairman, reflecting a blend of different experiences and backgrounds. The Board considers Charles Hall and Neville Bergin to be independent Non-Executives in terms of the QCA guidelines.

The Board meets on a regular basis (at least monthly) throughout the year and all major decisions are taken by the full Board. The Group’s day-to-day operations are managed by the Executive Directors. All Directors have access to the Company Secretary and any Director needing independent professional advice in the furtherance of his/her duties may obtain this advice at the expense of the Group.

The Board is satisfied that it has a suitable balance between independence on the one hand, and knowledge of the Company on the other, to enable it to discharge its duties and responsibilities effectively, and that all Directors have adequate time to fulfil their roles.

The roles of the Directors are set out below and biographies of the current Directors, are set out on the Company’s website at: https://www.metaltigerplc.com/about-us/directors.

The role of the Chairman is to provide leadership of the Board and ensure its effectiveness on all aspects of its remit to maintain control of the Group. In addition, the Chairman is responsible for the implementation and practice of sound corporate governance. The Chairman is considered independent and has adequate separation from the day-to-day running of the Group.

The Company's shares are traded on the London Stock Exchange AIM market and the Official List of the ASX.

The proposed investments to be made by the Company may be either quoted or unquoted; made by direct acquisition or through farm-ins; may be in companies, partnerships, joint ventures; or direct interests in mining projects. Target investments will generally be involved in projects in the exploration and/or development stage and/or producing mines. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership.

The Company will initially focus on projects located in South East Asia but will also consider investments in other geographical regions.  The Directors will identify and assess potential investment targets and, where they believe further investigation is required, intend to appoint appropriately qualified advisers to assist. They believe they have a broad range of sources of potential opportunities.

The Company proposes to carry out a comprehensive and thorough project review process in which all material aspects of any potential investment will be subject to appropriate due diligence. It is likely that the Company's financial resources will be invested in a small number of projects or potentially in just one investment, which may be deemed to be a reverse takeover under the AIM Rules.

Where this is the case, the Board intends to mitigate risk by undertaking an appropriate due diligence process. Any transaction constituting a reverse takeover under the AIM Rules will require Shareholder approval and the publication by the Company of an admission document meeting the requirements of the AIM Rules. The Board has not, however, excluded the possibility of building a broader portfolio of investment assets.

The Company intends to deliver Shareholder returns principally through capital growth rather than income distribution via dividends and actively manages its investment portfolio to achieve this aim. Given the nature of the New Investing Policy, the Company does not intend to make regular periodic disclosures or calculations of net asset value. The Board considers that, in due course, the Company may require additional funding as investments are made and new investment opportunities arise.

Metal Tiger plc's shares are traded on the London Stock Exchange  (AIM: MTR). To see share price and latest trades click here

169,423,576 ordinary shares of 0.1p each in issue.

No securities are held as treasury shares.

6,019,469 (3.55%) of Metal Tiger plc shares are not held in public hands. There are no restrictions on the transfer of shares.

Metal Tiger plc is subject to the UK City Code on Takeovers and Mergers.

Significant Shareholders

As of 9 December 2022 the following shareholders are, as far as the Directors are aware, interested in 3% or more of the issued share capital of the Company.

(Based on latest declared holding to the Company as a proportion of issued share capital as at 9 December 2022.) 

* Shares in RIBO Trust are beneficially owned by Rick Rule.

Directors' Shareholdings

Management Performance Options