Board of Directors

Kenmare Resources plc is led by a strong and effective Board of Directors. The Board consists of eight Directors; three Executive Directors and five Non-Executive Directors. Ms. Sofia Bianchi is the Senior Independent Non-Executive Director. The roles of the Non-Executive Chairman and Chief Executive are separate.

Operation of the Board

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

Since 2010, the Board has adopted the practice that all Directors offer themselves for reappointment at the Company’s Annual General Meeting.

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

Independence of Non-Executive Directors

The Board has carried out an evaluation of the independence of its Non-Executive Directors, taking account of the relevant provisions of the Code and whether the Non-Executive Directors discharge their duties in a proper and consistently independent manner and constructively challenge the Executive Directors and the Board.

In July 2015 Mr. J. Ensall was appointed to the Board as a Non-Executive Director in the role of the Lender Approved NonExecutive Director, a requirement under the amendment to the Group’s financing, agreed with Lenders on 29 April 2015. Mr. J. Ensall’s services have also been made available to the Group through an agreement for supply of consultancy services with Lemna Limited. As a result Mr. J. Ensall is not considered independent.

All the other Non-Executive Directors fulfil the independence requirements of the Code.
Mr. S. McTiernan has been Chairman of the Company since June 2014. On his appointment, Mr. S. McTiernan met the independence criteria as set out in the Code.

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