ANNUAL%20REPORT%202015%20eng

Recommendations

Info

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
Page 1 and 2:
(Incorporated in the Cayman Islands
Page 3 and 4:
Company Profile Mongolian Mining Co
Page 5 and 6:
Corporate Information BOARD OF DIRE
Page 7 and 8:
Directors and Senior Management BOA
Page 9 and 10:
Directors and Senior Management Gan
Page 11 and 12:
Directors and Senior Management Une
Page 13 and 14:
Directors and Senior Management SEN
Page 15 and 16:
Group Structure 14 Annual Report 20
Page 17 and 18:
Chairman’s Statement I believe th
Page 19 and 20:
Management Discussion and Analysis
Page 21 and 22:
Page 23 and 24:
Page 25 and 26:
Page 27 and 28: Management Discussion and Analysis
Page 53 and 54: Sustainability Report OUR APPROACH
Page 55 and 56: Sustainability Report Fair operatin
Page 57 and 58: Sustainability Report Figure 3. HR
Page 59 and 60: Sustainability Report The Company
Page 61 and 62: Sustainability Report In September
Page 63 and 64: Sustainability Report Figure 5. LTI
Page 65 and 66: Sustainability Report Biodiversity
Page 67 and 68: Sustainability Report In 2015, appr
Page 69 and 70: Sustainability Report There are num
Page 71 and 72: Sustainability Report OUR COMMUNITY
Page 73 and 74: Sustainability Report We receive gr
Page 75 and 76: Sustainability Report As part of th
Page 77: Sustainability Report Procurement W
Page 81 and 82: Corporate Governance Report Continu
Page 83 and 84: Corporate Governance Report Remuner
Page 85 and 86: Corporate Governance Report The Cor
Page 87 and 88: Corporate Governance Report SHAREHO
Page 89 and 90: Directors’ Report The Directors s
Page 91 and 92: Directors’ Report Risk Management
Page 93 and 94: Directors’ Report FINANCIAL STATE
Page 95 and 96: Directors’ Report DIRECTORS’ SE
Page 97 and 98: Directors’ Report DIRECTORS’ AN
Page 99 and 100: Directors’ Report The basis of el
Page 101 and 102: Directors’ Report Details of the
Page 103 and 104: Directors’ Report RIGHTS TO PURCH
Page 105 and 106: Directors’ Report ER pledged its
Page 107 and 108: Directors’ Report At the time of
Page 109 and 110: Independent Auditor’s Report OPIN
Page 111 and 112: Consolidated Statement of Profit or
Page 113 and 114: Consolidated Statement of Financial
Page 115 and 116: Consolidated Cash Flow Statement Fo
Page 117 and 118: Notes to Consolidated Financial Sta
Page 129 and 130:
Notes to Consolidated Financial Sta
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139 and 140:
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
Page 147 and 148:
Page 149 and 150:
Page 151 and 152:
Page 153 and 154:
Page 155 and 156:
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
Page 163 and 164:
Page 165 and 166:
Page 167 and 168:
Page 169 and 170:
Page 171 and 172:
Page 173 and 174:
Page 175 and 176:
Page 177 and 178:
Page 179 and 180:
Page 181 and 182:
Page 183 and 184:
Page 185 and 186:
Page 187 and 188:
Page 189 and 190:
Page 191 and 192:
Page 193 and 194:
Page 195 and 196:
Page 197 and 198:
Page 199 and 200:
Financial Summary SUMMARY DATA OF C
Page 201 and 202:
Glossary and Technical Terms “FOT
Page 203 and 204:
Glossary and Technical Terms “Ore
Page 205 and 206:
Appendix I Technical details of the
Page 207 and 208:
Appendix I Criteria Commentary •
Page 209 and 210:
Appendix I Criteria Commentary Infr
Page 211 and 212:
Page 213 and 214:
show all

ANNUAL%20REPORT%202015%20eng

Create successful ePaper yourself

Delete template?

Save as template?