ANNUAL%20REPORT%202015%20eng

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Corporate Governance Report The Board of the Company is pleased to present this Corporate Governance Report in the annual report for the year ended 31 December 2015. CORPORATE GOVERNANCE PRACTICES The Company is committed to achieving high corporate governance standards. The Board believes that high corporate governance standards are essential in providing a framework for the Company to safeguard the interests of shareholders and to enhance corporate value and accountability. The Company’s corporate governance practices are based on the principles and code provisions as set out in the Corporate Governance Code (the “CG Code”) contained in Appendix 14 to the Listing Rules. In the opinion of the Directors, throughout the year under review, the Company has complied with all the code provisions as set out in the CG Code, save and except for code provision E.1.2 which states that the Chairman of the Board should attend the annual general meeting (“AGM”) of the Company. The relevant details are set out under “Communication with Shareholders and Investor Relations” below. The Company will continue to review and enhance its corporate governance practices to ensure that it will continue to meet the requirements of the CG Code and the rising expectation of the Shareholders and investors. MODEL CODE FOR SECURITIES TRANSACTIONS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Listing Rules. Specific enquiry has been made of all the Directors and the Directors have confirmed that they have complied with the Model Code throughout the year ended 31 December 2015. The Company has also established written guidelines on no less exacting terms than the Model Code (the “Employees Written Guidelines”) for securities transactions by employees who are likely to possess inside information of the Company. No incident of non-compliance of the Employees Written Guidelines by the employees was noted by the Company throughout the financial year. Annual Report 2015 77
Corporate Governance Report BOARD OF DIRECTORS The Board currently comprises eight members, including two executive Directors, three non-executive Directors and three independent non-executive Directors. EXECUTIVE DIRECTORS: Mr. Odjargal Jambaljamts (Chairman of the Board, Chairman of the Nomination Committee and member of the Remuneration Committee) Dr. Battsengel Gotov (Chief Executive Officer) NON-EXECUTIVE DIRECTORS: Dr. Oyungerel Janchiv Mr. Od Jambaljamts (member of the Corporate Governance Committee) Mr. Gankhuyag Adilbish (member of the Audit Committee) INDEPENDENT NON-EXECUTIVE DIRECTORS: Dr. Khashchuluun Chuluundorj (Chairman of the Remuneration Committee and member of the Audit Committee and the Nomination Committee) Mr. Unenbat Jigjid (Chairman of the Corporate Governance Committee and member of the Audit Committee, the Nomination Committee and the Remuneration Committee) Mr. Chan Tze Ching, Ignatius (Chairman of the Audit Committee and member of the Corporate Governance Committee) During the year, Mr. Batsaikhan Purev resigned from the position as non-executive Director of the Company with effect from 30 November 2015. Subsequently, Mr. Orchirbat Punsalmaa resigned from the position as independent non-executive Director and ceased to be a member of the Audit Committee and Nomination Committee and the Chairman of the Remuneration Committee with effect from 8 January 2016. Dr. Khashchuluun Chuluundorj was appointed as independent non-executive Director and also a member of the Audit Committee and Nomination Committee and the Chairman of the Remuneration Committee on 8 January 2016. The relationship between the members of the Board and the biographical information of the Directors are set out in the section headed “Directors and Senior Management” on pages 6 to 13 of the annual report for the year ended 31 December 2015. Chairman and Chief Executive Officer The positions of Chairman and Chief Executive Officer are held by Mr. Odjargal Jambaljamts and Dr. Battsengel Gotov respectively. The Chairman provides leadership and is responsible for the effective functioning and leadership of the Board. The Chief Executive Officer focuses on the Company’s business development and daily management and operations generally. Their respective responsibilities are clearly defined and set out in writing. 78 Annual Report 2015
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(Incorporated in the Cayman Islands
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Company Profile Mongolian Mining Co
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Corporate Information BOARD OF DIRE
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