Corporate Governance - Board

The Directors recognise the importance of good corporate governance and have ensured that appropriate corporate governance proceduresare in place. In the financial year under review they have applied the principles and complied with the provisions of the Combined Code on Corporate Governance June 2008 except for the following matters:

 

• The Non-Executive Directors have been granted share options under the Company Share Option Scheme. Share options were deemed by the Board the most appropriate means to recognise the significant contribution Non-Executive Directors have made to the development of the Group. Details of Non-Executive Directors’ share options are set out in the Directors’ Report on page 40 of the 2009 Annual Report; and

• Notice period on rolling service contracts with two Executive Directors is up to two years as provided for in the terms and conditions of employment, which were agreed a number of years ago. These terms were determined appropriate by the Remuneration Committee in order to retain key personnel and expertise within the Company.

 

The Board of Directors

Kenmare Resources plc is led by a strong and effective Board of Directors. Directors’ biographical details are set out on pages 36 and 37 of the 2009 Annual Report. The Board consist of ten Directors, four Executive Directors and six Non-Executive Directors. Mr. P. McAleer is the Senior Independent Non-Executive Director.

The roles of the Non-Executive Chairman (Mr. C. Carvill) and Chief Executive (Mr. M. Carvill) are separate.

 

Operation of the Board

The Board has reserved certain items for its consideration and decision. These include approval of the strategic plans of the Group, approval of financial statements, the annual budget, major acquisitions, review of the Group’s system of internal control, significant contracts, major investments, interim and preliminary results announcements, appointment of Directors and the Company Secretary and circulars to shareholders.

The Board has delegated responsibility for the management of the Group, through the Chief Executive to executive management.

All Directors are subject to retirement by rotation and may offer themselves for reappointment at the Company’s Annual General Meeting. In addition, Non-Executive Directors serving more than nine years on the Board are subject to re-election on an annual basis.

Directors may take independent advice in the furtherance of their duties at the Company’s expense.