ANNUAL%20REPORT%202015%20eng

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Directors’ Report FINANCIAL SUMMARY A summary of the results and of the assets and liabilities of the Group for the last five financial years is set out on pages 197 and 198. DIRECTORS The Directors during the financial year and up to the date of this annual report are: Executive Directors Mr. Odjargal Jambaljamts (Chairman of the Board) Dr. Battsengel Gotov (Chief Executive Officer) Non-executive Directors Dr. Oyungerel Janchiv Mr. Batsaikhan Purev (resigned on 30 November 2015) Mr. Od Jambaljamts Mr. Gankhuyag Adilbish Independent non-executive Directors Mr. Ochirbat Punsalmaa (resigned on 8 January 2016) Dr. Khashchuluun Chuluundorj (appointed on 8 January 2016) Mr. Unenbat Jigjid Mr. Chan Tze Ching, Ignatius In accordance with the Articles, Dr. Battsengel Gotov, being an executive Director, Mr. Od Jambaljamts, being a non-executive Director, and Mr. Unenbat Jigjid, being an independent non-executive Director, will retire from directorship by rotation at the forthcoming AGM and, being eligible, offer themselves for re-election and Dr. Khashchuluun Chuluundorj, whose appointment took effect from 8 January 2016, should hold office until the forthcoming AGM and will retire and then be eligible for re-election. Biographical details of the Directors are set out in the section headed “Directors and Senior Management” on pages 6 to 13. The Company has received from each of the independent non-executive Directors an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules and considers all the independent non-executive Directors to be independent in accordance with the guidelines set out under the Listing Rules. Annual Report 2015 93
Directors’ Report DIRECTORS’ SERVICE CONTRACTS Each of the executive Directors has entered into a service agreement with the Company for a fixed term of three years. Each of the non-executive Directors and independent non-executive Directors is engaged on a letter of appointment with the Company for a term of two years. None of the Directors proposed for re-election at the forthcoming AGM has entered into any service agreement with the Company which is not determinable by the Group within one year without payment of compensation (other than statutory compensation). DIRECTORS’ INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS Saved as disclosed in this annual report, as at 31 December 2015 or during the year, none of the Directors or entities connected with the Directors was materially interested, either directly or indirectly, in any transaction, arrangement or contract that is significant in relation to the business of the Group to which the Company or any of its subsidiaries was a party. DIRECTORS’ PERMITTED INDEMNITY PROVISION Under the Company’s Articles, every Director or other officer of the Company acting in relation to any of the affairs of the Company shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto provided that such indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to the Director or other officer. The Company has arranged appropriate directors’ and officers’ liability insurance coverage for the Directors and officers of the Group. MANAGEMENT CONTRACTS Other than the service contracts of the Directors, the Company has not entered into any contract with any individual, firm or body corporate to manage or administer the whole or any substantial part of any business of the Company during the year. DIRECTORS’ INTERESTS IN COMPETING BUSINESS None of the Directors or their associates had any interest in a business that competes or may compete with the business of the Group. 94 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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Group Structure 14 Annual Report 20
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Management Discussion and Analysis
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Financial Summary SUMMARY DATA OF C
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