The Board recognises the importance of, and is committed to, high standards of corporate governance and seeks to comply with the principles of the UK Corporate Governance Code (the "Code") published in June 2010 by the Financial Reporting Council.
The Code recommends that the Board should include a balance of Executive and Non-Executive Directors, such that no individual or small group of individuals can unduly influence the Board's decision taking. It further recommends that at least half of the Board, excluding the Chairman, should comprise Non-Executive Directors determined by the Board to be independent, and that one Non-Executive Director should be nominated as the Senior Independent Director.
Description of the responsibilities of the Board
The Board comprises the Chairman,one executive director and three Non-executive directors, two of whom are considered to be independent. Steven Underwood, who is a director of Peel Holdings, which is the Group's major shareholder, is not independent, nevertheless it is considered that his skills and experience are pertinent to the business and he contributes to the realisation of the Group's strategy.
The Chairman has the overall leadership of the Company with responsibility for ensuring the development and implementation of the Board's strategies and policies. He is also responsible for running of the Board including, but not limited to, ensuring that a fixed schedule of matters is exclusively retained for the Board's review and approval, and that a framework exists to allow the clear and timely dissemination of relevant information to all directors for such review to occur.
The Board, through the Chairman and Executive Director in particular, maintains regular contact with the Company's advisers and public relations consultants in order to ensure that the Board develops an understanding of the views of the major shareholders regarding the Company.
Under the Company's Articles of Association, one third of the Directors must retire and seek re-appointment at each Annual General Meeting.
A Director must declare any conflict of interest and Directors may not participate in discussions or resolutions pertaining to any matter in which the Director has a material personal interest without Board approval.
In discharging their duties, Non-Executive Directors are provided with direct access to senior management and outside advisers and auditors. Board Committees and individual Directors may seek independent professional advice at the Company's expense in order to perform their duties in line with the Board's agreed policy.
Senior Independent Director
Peter Hickson is UK Coal's Senior Independent Director ("SID"). The role of the SID is as follows:
- To be available to shareholders if they have concerns which contact through the normal channels of Chairman or Chief Financial Officer has failed to resolve, or for which such contact is inappropriate.
- To attend sufficient meetings with a range of major shareholders and financial analysts to obtain a balanced understanding of the issues and concerns of such shareholders.
- To chair the Nomination Committee when it is considering succession to the role of Chairman of the Board.
- To meet with the Non-executive Directors, at least annually and on such other occasions as deemed appropriate, to appraise the Chairman's performance, without the Chairman present. This evaluation takes into account the views of the Executive Directors.
Lisa Clement Chair's the Audit Committee. Other individuals such as the Chairman of the Board, Chief Financial Officer and other directors may be invited to attend Committee Meetings as and when appropriate and necessary. The terms of reference of the Audit Committee include consideration of matters relating to the appointment of Coalfield Resources auditors and the independence of the auditors, reviewing the integrity of Coalfield Resources annual and interim reports, preliminary results announcements and any other formal announcement relating to its financial performance. The Committee also reviews the effectiveness of Coalfield Resources system of internal control and compliance procedures.
The members of the Remuneration Committee are Peter Hickson ( Chairman)and Lisa Clement. The terms of reference of the Remuneration Committee provide for it to determine and agree with the Board a policy for the remuneration of Coalfield Resources Executive Directors and key Managers. The remuneration of Non-executive directors is a matter for the Chairman and the Executive Directors. No Director or manager may be involved in any decisions as to his own remuneration.
The members of the Nomination Committee are Peter Hickson and Lisa Clement,along with the Chairman. Although the Committee is chaired by Jonson Cox,he will not chair the committee when it deals with the appointment of a successor to the chairmanship. The Nomination Committee`s terms of reference are to regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board and make recommendations to the Board with regard to any changes. The Nomination Committee also considers the future of the Board, taking into account the challenges and opportunities facing Coalfield Resources, and the skills and expertise which will be required by the Board. The Nomination Committee also makes recommendations to the Board about the membership of the Audit and Remuneration Committees.
- Audit Committee Terms of Reference
- Remuneration Committee Terms of Reference
- Nomination Committee Terms of Reference
A copy of Coalfield Resources plc Articles of Association can be found here
A copy of Coalfield Resources plc certificate of incorporation on change of name can be found here