BISICHI MINING PLC ANNUAL REPORT 2017

Governance Directors’ report
control issues and contributes to the Board’s
review of the effectiveness of the group’s
internal control and risk management
systems and processes. The committee also
considers annually the need for an internal
audit function. It advises the Board on the
appointment of external auditors and on their
remuneration for both audit and non-audit
work, and discusses the nature and scope of
the audit with the external auditors. The
committee, which meets formally at least
twice a year, provides a forum for reporting
by the group’s external auditors.
Meetings are also attended, by invitation, by
the company chairman, managing director and
finance director.
The audit committee also undertakes a formal
assessment of the auditors’ independence
each year which includes:
• a review of non-audit services provided to
the group and related fees;
• discussion with the auditors of a written
report detailing consideration of any matters
that could affect independence or the
perception of independence;
• a review of the auditors’ own procedures for
ensuring the independence of the audit firm
and partners and staff involved in the audit,
including the regular rotation of the audit
partner; and
• obtaining written confirmation from the
auditors that, in their professional judgement,
they are independent.
The audit committee report is set out on page 43.
An analysis of the fees payable to the external
audit firm in respect of both audit and non-audit
services during the year is set out in Note 4 to
the financial statements.
Performance evaluation – board,
board committees and directors
The performance of the board as a whole and of
its committees and the non-executive directors
is assessed by the chairman and the managing
director and is discussed with the senior
independent director. Their recommendations
are discussed at the nomination committee
prior to proposals for re-election being
recommended to the Board. The performance of
executive directors is discussed and assessed
by the remuneration committee. The senior
independent director meets regularly with the
chairman and both the executive and nonexecutive
directors individually outside of formal
meetings. The directors will take outside advice
in reviewing performance but have not found
this necessary to date.
Independent directors
The senior independent non-executive director
is Christopher Joll. The other independent
non-executive director is John Sibbald.
Christopher Joll has been a non-executive
director for over fifteen years and John Sibbald
has been a non-executive director for over twenty
five years. The Board encourages Christopher
Joll and John Sibbald to act independently. The
board considers that their length of service and
connection with the company’s public relations
advisers, does not, and has not, resulted in their
inability or failure to act independently. In the
opinion of the Board, Christopher Joll and
John Sibbald continue to fulfil their role as
independent non-executive directors.
The independent directors regularly meet
prior to Board meetings to discuss
corporate governance issues.
Board and board committee meetings
The number of meetings during 2017 and attendance at regular Board meetings and Board committees was as follows:
Sir Michael Heller
A R Heller
G J Casey
Board
Nomination committee
Board
Audit committee
Board
Audit committee
Meetings
held
5
1
5
2
5
2
Meetings
Attended
5
1
5
2
5
2
R J Grobler Board 5 1
C A Joll
Board
Audit committee
Nomination committee
Remuneration committee
5
2
1
1
5
2
1
1
J A Sibbald
Board
Audit committee
Nomination committee
Remuneration committee
5
2
1
1
5
2
1
1
Bisichi Mining PLC
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