Corporate governance

Kenmare Resources plc is led by a strong and effective Board of Directors.

The Board is responsible for the leadership, oversight, control, development and long-term success of the Group. It is also responsible for instilling the appropriate culture, values and behaviour throughout the organisation.

The Board consists of nine Directors, the majority of which are independent Non-Executive Directors.

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.

In addition to formal meetings, the Executive Directors have regular contact with the Non-Executive Directors regarding developments within the Group.

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 October 2016 Mr. T. Keating was nominated as a Non-Executive Director by African Acquisitions Sarl in accordance with the Subscription and Relationship Agreement entered into on 18 June 2016 by African Acquisitions and Kenmare, pursuant to which African Acquisitions became Kenmare’s largest shareholder. As a result, Mr. T. Keating is not considered independent.

All the other Non-Executive Directors fulfil the independence requirements of the Code.