Good Governance
Atalaya recognises the importance of responsible management in order to deliver optimal performance and to meet its environmental, social and governance commitments and aspirations.
Good Governance guiding principles:
- Ensure a system of good corporate governance by acting in a manner consistent with our values and policies, to achieve the best results with a positive impact for all our stakeholders.
Good Governance topics
See About Us – Atalaya Mining section for more information.
The Sustainability Committee shapes the sustainability strategy and fosters board engagement in our impacts, risks, and opportunities.
Meeting once a quarter, it keeps the board abreast of sustainability issues.
The Sustainability Committee is responsible for proposing ambitious ESG targets and monitoring their progress. It collaborates directly with other executive committees to address matters such as physical risks, climate change governance, climate risks and opportunities, human rights, diversity, resource efficiency, natural capital, waste management and the circular economy.
Owing to the nature of Atalaya’s business in the mining industry, the Group is subject to various risks that could materially impact its future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to Atalaya.
We periodically conduct risk assessments, with the board holding ultimate responsibility for approving and overseeing potential physical dangers via the Physical Risk Committee. We have a Risk Management Policy which sets out and manages our primary risks and a separate Financial Risk Management Policy to support financial targets and future financial security.
For non-financial risks, the different departments within the company are responsible for identifying and developing specific mitigation measures, integrating these into the overall risk management system. This comprehensive approach ensures that we focus not only on financial matters but also actively tackle risks related to broader sustainability and ethical issues
Our corporate policies and code of conduct set out our commitment to ethical and responsible business practices:
- See all corporate policies and code of conduct in Sustainability Documents section
Proyecto Riotinto
Proyecto Riotinto employs more than 90% of the Atalaya Mining workforce and it is our only operational asset. Our policies at Proyecto Riotinto set out our commitment to manage our impacts, risks and opportunities in our operations.
See all Proyecto Riotinto operational policies at Sustainability Documents section
Proyecto Touro
Reflecting our commitment to sustainability, we approved the Sustainable Mining Management Policy at Cobre San Rafael for Proyecto Touro.
See all Proyecto Touro policies at Sustainability Documents section
Proyecto Riotinto
An Integrated Management System is fundamental to ensuring effective governance and efficient management across Proyecto Riotinto’s key assets and projects.
Certified under ISO 9001:2015 for Quality, ISO 14001:2015 for Environmental Management, and ISO 45001:2018 for Occupational Health and Safety, the system undergoes regular audits to validate its effectiveness.
See all Proyecto Riotinto certificates at Sustainability Documents section
Proyecto Touro
Proyecto Touro achieved certification under the Spanish Standard UNE 22480:2019 for Sustainable Mining Management.
See all Proyecto Touro certificate at Sustainability Documents section
Atalaya evaluates its governance against the principles and provisions contained in the UK Corporate Governance Code issued by the Financial Reporting Council (“FRC”) which can be found on the website of the FRC www.frc.org.uk.
The Board of Directors
Atalaya supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. The Board holds at least eight formal meetings each calendar year. While the Board is supplied with appropriate and timely information, the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company’s expense. In addition, training is available for new and current Directors as necessary. A number of the Company’s key strategic and operational decisions are reserved exclusively for the Board.
The Board consists of two categories of Directors. One comprises the executive director who holds the operating position of the Chief Executive Officer in the Company. The other category comprises non-executive Directors, all of whom are independent of management and are independent of any business or other relationship that could interfere with the exercise of their independent judgement. The Board regularly reviews key business risks, including financial risks facing the Company in the operation of its business.
The Chairman of the Board is independent. The Chairman facilitates the governance processes and is responsible for, among other things, chairing and ensuring the effectiveness of Board meetings, chairing all annual and extraordinary general meetings, ensuring the proper implementation of the decisions of the Board, ensuring that the Board behaves in accordance with the Company’s Code of Business Conduct and Ethics (the “Code of Conduct”), and ensuring that the annual process of Board and director evaluation is conducted. The Chairman is the primary channel of communication and point of contact between the Board and the Chief Executive Officer. In consultation with the Chief Executive Officer, the Chairman will approve or delegate authority for the approval of all materials, including investor and shareholder releases, to be submitted to any stock exchange or publicly filed in accordance with applicable securities laws.
The independent directors regularly hold formal and ad-hoc meetings at which the Company’s executive directors and members of management are not in attendance. In addition, to facilitate open and candid discussion among the Company’s independent directors, the independent directors are encouraged to ask questions and to request non-independent directors and members of management to recuse themselves during discussions on related matters and in respect of matters where such non-independent directors may have a potential conflict of interest.
Board Mandate
The Board has adopted a comprehensive written charter in which it defines the respective roles, composition, responsibilities and authorities of the Board, both individually and collectively, and of management in setting the direction, management and control of the organisation. In summary, the roles and responsibilities of the Board are to:
(i) Set corporate objectives and the strategic direction of the Company and monitor the implementation of such strategy;
(ii) Appoint and delegate appropriate powers to management and Board committees to ensure effective day-to-day management of the Company’s business;
(iii) Identify risks inherent in the Company’s business and ensure effective risk management, compliance and internal control systems are in place;
(iv) Verify, review and ensure compliance with appropriate standards with respect to internal, financial, non-financial and business controls, information systems and data security procedures;
(v) Review the effectiveness of internal control and disclosure control procedures and monitor operational and financial position and performance;
(vi) Implement effective shareholder communications strategies;
(vii) Guide the development of an appropriate culture and value system for the Company through The Code of Business Conduct and Ethics;
(viii) Review management’s compliance with the Company’s disclosure policies and procedures; and
(ix) Review and approve position descriptions of the duties and responsibilities of the Chairman, Board committee chairs, review succession plans and the adequacy of the Board Charter.
Role Statements
Chairman of the Board
The Board has developed a role statement for the Chairman, who is responsible for facilitating the governance processes.
Chairman of the Audit and Financial Risk Management Committee (“Audit Committee”)
The Board has developed a role statement for the Chairman of the Audit Committee, who is responsible for acting as leader of the Audit Committee in assisting the Board in fulfilling its financial reporting and control responsibilities to the shareholder of the Company.
Chairman of the Corporate Governance, Nominating and Compensation Committee (“Compensation Committee”)
The Board has developed a role statement for the Chairman of the Compensation Committee, who is responsible for acting as leader of the Compensation Committee in, among other things, assessing the effectiveness of the Board and the Company’s governance, reviewing and making recommendations to the Board with respect to compensation for directors and senior management, and proposing new nominees for appointment to the Board and their committees.
Chairman of the Physical Risk Management Committee
The Board has developed a role statement for the Chairman of the Physical Risk Management Committee, who is responsible for acting as leader of the Physical Risk Management Committee in assisting the Board in overseeing all aspects of the Company’s risks with regards to safety, health, environment and security matters; enterprise-wide physical risk management; and compliance with legal and regulatory obligations relating to safety, health and environment.
Chief Executive Officer
The Chief Executive Officer of the Company is Mr. Lavandeira. The Board has developed a role statement for the Chief Executive Officer, who is responsible for the attainment of the Company’s goals and vision for the future, in accordance with the strategies, policies, programmes and performance requirements approved by the Board.
Chief Financial Officer
The Chief Financial Officer of the Company is Mr. Cesar Sanchez. The Board has developed a role statement for the Chief Financial Officer, who is responsible for ensuring that the immediate and longer term implications, opportunities and risks are considered for all material business decisions and are consistent with the Company’s financial strategy.
Ethical Business Conduct
In fulfilling its mandate and approving various decisions put forth by management, the Board ensures that the measures taken by management comply with Canadian and United Kingdom securities regulations and other applicable legislation. Members of the Board are also keenly aware of their fiduciary role with the Company as well as their individual fiduciary duties in their capacity as directors. In exercising their powers and discharging their duties, the Board is required to act honestly and in good faith with a view to the best interests of the Company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
The Board has implemented a Code of Conduct to encourage and promote a culture of ethical business conduct amongst the directors, officers and employees of the Company. The Code of Conduct provides that directors, officers and employees must avoid conflicts between personal interests and the interests of the Company, or even the semblance of such interests. Where an officer or employee is concerned that there may be a conflict of interest, it should be discussed with the Company Secretary as soon as possible. Directors of the Company shall disclose in writing conflicts of interest to the Board or request to have entered in the minutes of meeting of the Board the nature and extent of such interest.
The Board is responsible for reviewing the Code of Conduct at least annually. The Compensation Committee is responsible for overseeing compliance with the Code of Conduct, for reviewing on an annual basis, the process by which the Code is administered and for reviewing and investigating reports that are made pursuant to the Code of Conduct. All new directors are provided with a copy of the Code of Conduct as part of their induction process. A copy of the Code of Conduct may be obtained from the Company upon request in writing to the Company Secretary at 1, Lampousas Street, 1095 Nicosia, Cyprus or by fax to +357 22421956.
Code on Dealings in Shares
The Company has adopted a model code for Directors’ dealings in shares that is appropriate for an AIM listed company. The Directors intend to comply with Rules 21 and 31 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s applicable employees as well.
Board Committees
Corporate Governance, Nominating and Compensation Committee
The Compensation Committee is responsible for, among other things, determining director compensation, approving officer compensation, approving the Company’s compensation policy with respect to base, short-term and long-term incentives, identifying potential candidates for the Board, evaluating the performance of the Board, committees and directors, and developing the Company’s approach to corporate governance. To encourage an objective nomination and compensation process, the Board promotes open and candid discussion among its independent directors. While the Compensation Committee is responsible for identifying potential candidates, ultimately it is the entire Board that is responsible for the nomination of directors. Despite the fact that the committee is not composed entirely of independent directors, the non-independent directors are also non-executive directors therefore are determined to be capable of exercising objectivity in compensation discussions. In order to promote an objective process for determining compensation, the Board also makes external and independent consultants available to the Compensation Committee. In order to promote an objective compensation process and as the Company grows in size and complexity, the Company will conduct industry comparisons and bench-marking to ensure that compensation is aligned with reference to the market in Canada and internationally.
At least annually, and prior to the nomination or appointment of potential candidates, the Compensation Committee reviews the competencies, skills, experience and areas of expertise of the Board on an individual and collective basis. Based on this review, the Compensation Committee shall identify areas where additional competency, skill, experience or expertise would be of benefit to the Company. As required, the Compensation Committee shall identify and, if advisable, recommend to the Board for approval, potential candidates for nomination or appointment to the Board having regard to the results of their review. The Board will consider whether or not each new nominee can devote sufficient time and resources to his or her duties as a committee member.
Physical Risk Management Committee
The Physical Risk Management Committee is responsible for overseeing all aspects of the Company’s risks with regards to safety, health, environment and security matters; enterprise-wide physical risk management; and compliance with legal and regulatory obligations relating to safety, health and environment. The Physical Risk Management Committee is also responsible for ensuring that the Company has adequate processes for managing health, safety, environmental and security risks and complying with significant legal, ethical and regulatory requirements.
Audit Committee
The Audit Committee has adopted a written charter setting out its purpose, which is to oversee all material aspects of the Company’s financial reporting, control and audit functions. The Audit Committee is responsible for, among other things, (i) assisting the Board in overseeing the independence of the external auditors and fulfilling the Board of Directors’ statutory and fiduciary responsibilities relating to financial reporting; (ii) reviewing and assessing the Company’s business and financial risk management process; (iii) external audit; and (iv) corporate governance and integrity. Additional information regarding the Audit Committee is contained in the Company’s AIF (last filed for the year end 2013 as the Company has determined that as at the beginning of the financial year 1 January 2015, it is a designated foreign issuer as defined in National Instrument 71-102 (“NI 71-102”) – Continuous Disclosure and Other Exemptions Relating to Foreign Issues and subject to the foreign regulatory requirements of AIM, a market operated by the London Stock Exchange. Accordingly, the Company is able to rely on certain exemptions from the continuous disclosure obligations imposed under Canadian securities legislation as permitted under NI 71-102), under the heading “Audit and Financial Risk Management Committee” and a copy of the charter is attached as Appendix “A” to the AIF and on the Company’s website.
Charter of the Board of DirectorsThe Board has adopted a comprehensive written charter in which it defines the respective roles, composition, responsibilities and authorities of the Board, both individually and collectively, and of management in setting the direction, management and control of the organisation. The Charter of the Board of Directors is available here.
Documents
Audit and Financial Risk Committee (“AFRC”)
- Reviews and monitors financial statements.
- Reviews Company’s public disclosure of financial information.
- Reviews estimates and judgements that are material to reported financial information. Oversees the auditors’ arrangements and performance.
- Reviews internal and external risks of the Company.
Dr. Hussein Barma
(Chairman)
Mr. Roger Davey
Mr. Stephen Scott
Corporate Governance Nominating Compensation Committee (“CGNCC”)
- Reviews Directors’ compensation and performance.
- Reviews Corporate Governance of Atalaya and practices, independence, charter’s review, and structure.
- Compensation and performance of officers of Atalaya.
- Succession planning.
Mr. Stephen Scott
(Chairman)
Mr. Roger Davey
Dr. Hussein Barma
Mrs. Kate Harcourt
Physical Risk Committee (“PRC”)
- Oversees safety, health, environment and security matters of the Company.
- Oversees enterprise-wide physical risk management.
- Reviews compliance with legal and regulatory obligations relating to safety, health and the environment.
Mr. Neil Gregson
(Chairman)
Mr. Roger Davey
Mr. Stephen Scott
Code of business conduct and ethics
Atalaya counts on a Code of Business and Ethics which provides the principles that employees must follow when dealing with customers and creditors as well as with government administrations, the general community and the rest of directors, officers and employees of the Company.
Corporate policies
- Shareholder Communication Policy
- Continuous Disclosure Policy
- Risk Management Policy
- Share Dealing Code
- Community Relations Policy
- Whistleblower Policy
- Anti-Bribery and Anti-Corruption Policy
Owing to the nature of Atalaya’s business in the mining industry, the Group is subject to various risks that could materially impact its future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to Atalaya.
Therefore, Atalaya has a Risk Management Policy, the objective of which is to assist the Company in establishing an effective system of risk control and internal control. Within the framework of the system, the Company conducts an assessment of its main risks, which are classified into four main categories:
- Strategic risks
- Commercial and financial risks
- Legal and regulatory risk
- Operational and external risks
Also, the Group has adopted a financial risk management policy which establishes key principles in managing its exposure to key financial risks. The objective of the policy is to support the delivery of the Group’s financial targets while protecting future financial security. The Group’s senior management oversees the management of financial risks with the support of the Audit and Financial Risk Committee.
ESG Risks
Beyond these risks, the Company is also exposed to other types of risks related to non-financial areas. These risks are identified by different business areas which define specific mitigation measures that are included in its management system.
FIND OUT MORE SUSTAINABILITY REPORT, PAGE 39Corporate policies
- Sustainability Policy
- Shareholder Communication Policy
- Continuous Disclosure Policy
- Risk Management Policy
- Share Dealing Code
- Community Relations Policy
- Whistleblower Policy
- Anti-Bribery and Anti-Corruption Policy
Riotinto Mine policies
- Environmental policy
- Occupational health and safety policy
- Quality policy
- Quality policyShare Dealing Code
- Major accident prevention policy
- Compliance policy
In the light of the requirement to apply a recognised corporate governance code, the Board has undertaken a review of both the provisions of the UKCG Code and the QCA Corporate Governance Code (the “QCA Code”) to assess which corporate governance code is appropriate for the Company to apply at this stage in its development. The Board has concluded that it would be appropriate for it to apply and report against the QCA Code, which has been designed for small to mid-sized companies and which has been adopted by many AIM listed companies.
The Board will assess its compliance with the QCA Code on an annual basis and publish the status of compliance in its annual report and accounts. As part of the annual review, the Board will consider whether it continues to remain appropriate to apply the QCA Code.
The following table summarises the QCA principles and Atalaya’s response. For principles 1, 4, 5 and 6 of the QCA Code, refer to the disclosure in the Company’s annual report.
2. Seek to understand and meet shareholder needs and expectations
Application
Directors must develop a good understanding of the needs and expectations of all elements of the Company’s shareholder base.
The Board must manage shareholder expectations and should seek to understand the motivations behind their voting decisions.
Atalaya’s response
The Company has established channels to understand and meet the needs and expectations of its shareholders, and to ensure that they are informed of Management’s future decisions.
The Company actively engages and communicates with its shareholders. It predominantly does this through Investor Relations, Public Relations advisors, Brokers, depositary and transfer agents.
As required by AIM Rule 26, the Company’s website includes contact details to ensure that it maintains open channels of communications and feedback.
The Company encourages this type of interaction and posts presentations when the interim and final results are published, as well as periodically throughout the year. All significant changes are communicated through the Company’s website and Corporate Presentations, available on the website.Any significant concerns raised by a shareholder in relation to the Company and its affairs are communicated to the Board. The Company has an email address (Info@atalayamining.com) which is read by the Company’s Officers, Internal PR and Company’s Secretary.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success
Application
Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The Board works to identify the Company’s stakeholders and their needs, interests and expectations. Where matters have the potential to affect the Company’s ability to deliver shareholders value over the medium to long-term, in relation to the Company’s impact on society, the communities within which it operates or the environment, then those matters must be integrated into the Company’s strategy and business model.
Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.
Atalaya’s response
- The business model of Atalaya is founded upon creating value through operational and development excellence. It spans the full mining value chain and is based upon:
- The importance of people. The Company operates departments for the safety, health, environment and security of its employees and people of the region.
- Operational yield. Operating departments focus on improving the performance of the process, maximising production capacity and managing costs.
The pursuit of growth for all stakeholders. Finance and corporate departments focus on creating value for shareholders, creating growth opportunities and generating free cash flow.
The Company obtains feedback from stakeholders and incorporates improvements which are requested by shareholders and approved internally.
As a result of the feedback received, the Company has implemented several actions, including posting Annual Reports and Circulars to shareholders and information relevant to the Annual General Meeting (“AGM”).
7. Evaluating Board performance based on clear and relevant objectives, seeking continuous improvement
Application
The Board should regularly review its efficacy, as well as that of its committees and the individual directors.
The Board performance review may be carried out internally or ideally, externally from time to time. The review should identify developmental or mentoring needs of individual directors and / or the wider senior Management team.
It is healthy for membership of the Board to be periodically refreshed. Succession planning is a vital task for Boards. No member of the Board should become indispensable.
Atalaya’s response
The Board considers the evaluation of its own and senior executive performance as fundamental to establishing a culture of transparency and accountability. With the assistance of the Corporate Governance, Nomination and Compensation Committee, the Board periodically considers how directors maintain the skill and knowledge necessary to meet their obligations, including through continuing education programmes. The performance of the Board, each of its committees and each of the Directors is also evaluated.
A performance evaluation and review is to be conducted at least once a year.
Annual review for Atalaya’s charters and policies
Officers of the Company will review the Charters and Policies of the Company and propose changes to the Board of Directors every third quarter. The updated versions will be shared by email, with all main changes proposed to be presented in a Board meeting, followed by a formal approval of all documents.
Annual performance review for Atalaya’s committees
Each of Atalaya’s Committees Chairs requests a performance review at least once a year. The performance review includes discussion on the following matters to determine:
(i) if the committee is properly fulfilling its responsibilities
(ii) if the Board is kept properly updated on matters within the committee;
(iii) if the committee strikes the right balance between supporting and overseeing the Management team and not overstepping into executive territory;
(iv) if there are specific areas to be covered by the committee over the next 12 months.
Annual performance review for Atalaya’s Management
The Board, with the assistance of the Corporate Governance Nominating Compensation Committee manages and periodically reviews succession plans for the Chairman of the Board, the CEO and senior Management of the Company.
The review is based on a number of goals established by the Board. The goals are based on corporate requirements and any areas for improvement identified in previous reviews.
The Chairman provides the CEO with confidential feedback on his or her performance and the rest of the Officers. This feedback is used to create a development plan for Management.
8. Promote a corporate culture that is based on ethical values and behaviours
Application
The Board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.
The policy set by the Board should be visible in the actions and decisions of the CEO and the rest of the Management team. Corporate values should guide the objectives and strategy of the Company.
The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the Company.
The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the Company.
Atalaya’s response
The staff of the Company are committed to implementing this Code of Business Conduct and Ethics (the “Code of Conduct”). It is up to each individual to comply with the Code of Conduct and he or she will be accountable for such compliance.
Where a staff member is concerned that there has been a violation of this Code of Conduct, it can be reported in good faith in accordance with the Company’s Whistleblower Policy. While records of such reports will be kept by the Company for the purposes of the investigation, the reports may be made anonymously. No one making such a report will be subject to any form of reprimand.
The CEO will acknowledges in writing that all staff have read and understood the Code of Conduct and agrees to abide by it at the time of engagement and certify annually thereafter, before the end of the first fiscal quarter of each year, that they have complied with it.
The CEO will provide written confirmation to the Board of Directors and the Corporate Governance, Nominating and Compensation Committee that such certifications have been obtained, and summarising the results thereof.
The disciplinary measures that may be imposed for violations of this Code of Conduct and other policies and procedures of the Company or applicable laws, rules and regulations include, but are not limited to, counselling, verbal or written reprimands, warnings, suspension without pay, demotion, reduction in salary, termination of employment or restitution and may lead to civil or criminal actions against the staff member or any other party involved.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board
Application
The Company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
- size and complexity; and
- capacity, appetite and tolerance for risk.
The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the Company.
Atalaya’s response
The Board has a duty to supervise the Management of the business and affairs of the Company. The Board, directly and through its Chairman provides direction to senior Management.
The Board has the ultimate responsibility for the successful operations of the Company. The Board must ensure that Management has appropriate processes in place for strategic planning and risk assessment, Management and internal controls, and it must monitor performance against pre-defined benchmarks. The Board must also ensure that the Company complies with all contractual, statutory and other legal obligations, including the requirements of any regulatory body.
The roles and responsibilities of key persons such as the Chairman, CEO, CFO and the Company Secretary are described below:
The Chairman is considered the “lead” director and utilises his / her experience, skills and leadership abilities to facilitate the governance processes. The Chairman is selected based on relevant experience, skill and leadership abilities as recognised by the Board. Some of his / her main duties are to:
- Ensure that the decisions of the Board are implemented properly.
- Ensure that the Board behaves in accordance with the Company’s Code of Conduct.
The CEO is responsible for the attainment of the Company’s goals and vision for the future, in accordance with the strategies, policies, programmes and performance requirements approved by the Board. He / she reports directly to the Board.
The CEO’s primary objective is to ensure the ongoing success of the Company through being responsible for all aspects of the Management and development of the Company. Some of his / her duties are:
- Develop with the Board, implement and monitor the short, medium, and long-term strategic and financial plans for the Company.
- Assess business opportunities of potential benefit to the Company.
The CFO is responsible for the financial performance of the Company and his / her responsibilities include:
- Exercising diligence, skill and good faith in the preparation of financial information and ensure that such information is accurate, timely and represents a true and fair view of the financial performance and condition of the Company and complies with all relevant legislative requirements;
- Maintaining transparency in the preparation and delivery of financial information to both internal and external users.
The Company Secretary is charged with facilitating the Company’s corporate governance processes and holds primary responsibility for ensuring that the Board processes and procedures run efficiently and effectively. The Company Secretary is accountable to the Board, through the Chairman, on all governance matters and reports directly to the Chairman as the representative of the Board.
The roles of the committees are described as the following:
Audit and Financial Risk Committee (“AFRC”). The purpose of the AFRC is to oversee all material aspects of the Company’s financial reporting, control and audit functions. The AFRC has been formed by the Board of Atalaya to act on behalf of the Board in overseeing all material aspects of the Company’s financial reporting, control and audit functions. The AFRC shall report a summary of the findings of each AFRC meeting to the Board. The Minutes are to be tabled at the Board meeting which immediately follows the AFRC meeting along with any recommendations of the AFRC. In summary, the AFRC is responsible for assisting the Board in overseeing the independence of the external auditors and fulfilling the Boards’ statutory and fiduciary responsibilities relating to: financial reporting, reviewing and assessing the Company’s business and financial risk Management process, including the adequacy of the overall internal control environment and controls in selected areas representing significant risk, and external audit.
Corporate Governance Nominating Compensation Committee (“CGNCC”). The purpose of the CGNCC is to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s chairperson and the executive directors as well as the composition of the Board itself. The primary function of the Committee is to assist the Board in: determining the compensation of the Directors of Atalaya; reviewing the compensation and performance of the CEO; approving the compensation of the other officers of Atalaya as recommended by the CEO; approving the Company’s compensation policy as regards base, short-term and long-term incentivisation; identifying potential candidates to become members of the Board; evaluating the performance of the Board, Committees of the Board and individual directors; and fulfilling the Board´s statutory and fiduciary responsibilities with respect to corporate governance and integrity.
Physical Risk Committee (“PRC”). The PRC is responsible for reviewing the compliance with regulatory and industry standards for environmental performance and occupational health and safety of personnel and the communities affected by the Company. The PRC has been formed by the Board of Atalaya to act on behalf of the Board in overseeing all aspects of the Company’s risks with regards to: safety, health, environment and security matters; enterprise-wide physical risk Management; and compliance with legal and regulatory obligations relating to safety, health, and environment.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Application
A healthy dialogue should exist between the Board and all its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Company. Appropriate communication and reporting structures should exist between the Board and all constituent parts of its shareholder base. This will assist:
- the communication of shareholders’ views to the Board; and
- the shareholders’ understanding of the unique circumstances and constraints faced by the Company.
It should be clear where these communication practices are described (annual report or website).
Atalaya’s response
Results of every AGM are publicly disclosed via RNS and available on the Company’s website.
Historic annual reports and notices of all AGMs for the last five years may also be found on the website.
The Board of Directors
Atalaya supports the concept of an effective Board leading and controlling the Company. The Board is responsible for approving Company policy and strategy. The Board holds at least eight formal meetings each calendar year. While the Board is supplied with appropriate and timely information, the Directors are free to seek any further information they consider necessary. All Directors have access to advice from the Company Secretary and independent professionals at the Company’s expense. In addition, training is available for new and current Directors as necessary. A number of the Company’s key strategic and operational decisions are reserved exclusively for the Board.
The Board consists of two categories of Directors. One comprises the executive director who holds the operating position of the Chief Executive Officer in the Company. The other category comprises non-executive Directors, all of whom are independent of management and are independent of any business or other relationship that could interfere with the exercise of their independent judgement. The Board regularly reviews key business risks, including financial risks facing the Company in the operation of its business.
The Chairman of the Board is independent. The Chairman facilitates the governance processes and is responsible for, among other things, chairing and ensuring the effectiveness of Board meetings, chairing all annual and extraordinary general meetings, ensuring the proper implementation of the decisions of the Board, ensuring that the Board behaves in accordance with the Company’s Code of Business Conduct and Ethics (the “Code of Conduct”), and ensuring that the annual process of Board and director evaluation is conducted. The Chairman is the primary channel of communication and point of contact between the Board and the Chief Executive Officer. In consultation with the Chief Executive Officer, the Chairman will approve or delegate authority for the approval of all materials, including investor and shareholder releases, to be submitted to any stock exchange or publicly filed in accordance with applicable securities laws.
The independent directors regularly hold formal and ad-hoc meetings at which the Company’s executive directors and members of management are not in attendance. In addition, to facilitate open and candid discussion among the Company’s independent directors, the independent directors are encouraged to ask questions and to request non-independent directors and members of management to recuse themselves during discussions on related matters and in respect of matters where such non-independent directors may have a potential conflict of interest.
Board Mandate
The Board has adopted a comprehensive written charter in which it defines the respective roles, composition, responsibilities and authorities of the Board, both individually and collectively, and of management in setting the direction, management and control of the organisation. In summary, the roles and responsibilities of the Board are to:
(i) Set corporate objectives and the strategic direction of the Company and monitor the implementation of such strategy;
(ii) Appoint and delegate appropriate powers to management and Board committees to ensure effective day-to-day management of the Company’s business;
(iii) Identify risks inherent in the Company’s business and ensure effective risk management, compliance and internal control systems are in place;
(iv) Verify, review and ensure compliance with appropriate standards with respect to internal, financial, non-financial and business controls, information systems and data security procedures;
(v) Review the effectiveness of internal control and disclosure control procedures and monitor operational and financial position and performance;
(vi) Implement effective shareholder communications strategies;
(vii) Guide the development of an appropriate culture and value system for the Company through The Code of Business Conduct and Ethics;
(viii) Review management’s compliance with the Company’s disclosure policies and procedures; and
(ix) Review and approve position descriptions of the duties and responsibilities of the Chairman, Board committee chairs, review succession plans and the adequacy of the Board Charter.
Role Statements
Chairman of the Board
The Board has developed a role statement for the Chairman, who is responsible for facilitating the governance processes.
Chairman of the Audit and Financial Risk Management Committee (“Audit Committee”)
The Board has developed a role statement for the Chairman of the Audit Committee, who is responsible for acting as leader of the Audit Committee in assisting the Board in fulfilling its financial reporting and control responsibilities to the shareholder of the Company.
Chairman of the Corporate Governance, Nominating and Compensation Committee (“Compensation Committee”)
The Board has developed a role statement for the Chairman of the Compensation Committee, who is responsible for acting as leader of the Compensation Committee in, among other things, assessing the effectiveness of the Board and the Company’s governance, reviewing and making recommendations to the Board with respect to compensation for directors and senior management, and proposing new nominees for appointment to the Board and their committees.
Chairman of the Physical Risk Management Committee
The Board has developed a role statement for the Chairman of the Physical Risk Management Committee, who is responsible for acting as leader of the Physical Risk Management Committee in assisting the Board in overseeing all aspects of the Company’s risks with regards to safety, health, environment and security matters; enterprise-wide physical risk management; and compliance with legal and regulatory obligations relating to safety, health and environment.
Chief Executive Officer
The Chief Executive Officer of the Company is Mr. Lavandeira. The Board has developed a role statement for the Chief Executive Officer, who is responsible for the attainment of the Company’s goals and vision for the future, in accordance with the strategies, policies, programmes and performance requirements approved by the Board.
Chief Financial Officer
The Chief Financial Officer of the Company is Mr. Cesar Sanchez. The Board has developed a role statement for the Chief Financial Officer, who is responsible for ensuring that the immediate and longer term implications, opportunities and risks are considered for all material business decisions and are consistent with the Company’s financial strategy.
Ethical Business Conduct
In fulfilling its mandate and approving various decisions put forth by management, the Board ensures that the measures taken by management comply with Canadian and United Kingdom securities regulations and other applicable legislation. Members of the Board are also keenly aware of their fiduciary role with the Company as well as their individual fiduciary duties in their capacity as directors. In exercising their powers and discharging their duties, the Board is required to act honestly and in good faith with a view to the best interests of the Company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
The Board has implemented a Code of Conduct to encourage and promote a culture of ethical business conduct amongst the directors, officers and employees of the Company. The Code of Conduct provides that directors, officers and employees must avoid conflicts between personal interests and the interests of the Company, or even the semblance of such interests. Where an officer or employee is concerned that there may be a conflict of interest, it should be discussed with the Company Secretary as soon as possible. Directors of the Company shall disclose in writing conflicts of interest to the Board or request to have entered in the minutes of meeting of the Board the nature and extent of such interest.
The Board is responsible for reviewing the Code of Conduct at least annually. The Compensation Committee is responsible for overseeing compliance with the Code of Conduct, for reviewing on an annual basis, the process by which the Code is administered and for reviewing and investigating reports that are made pursuant to the Code of Conduct. All new directors are provided with a copy of the Code of Conduct as part of their induction process. A copy of the Code of Conduct may be obtained from the Company upon request in writing to the Company Secretary at 1, Lampousas Street, 1095 Nicosia, Cyprus or by fax to +357 22421956.
Code on Dealings in Shares
The Company has adopted a model code for Directors’ dealings in shares that is appropriate for an AIM listed company. The Directors intend to comply with Rules 21 and 31 of the AIM Rules relating to Directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s applicable employees as well.
Board Committees
Corporate Governance, Nominating and Compensation Committee
The Compensation Committee is responsible for, among other things, determining director compensation, approving officer compensation, approving the Company’s compensation policy with respect to base, short-term and long-term incentives, identifying potential candidates for the Board, evaluating the performance of the Board, committees and directors, and developing the Company’s approach to corporate governance. To encourage an objective nomination and compensation process, the Board promotes open and candid discussion among its independent directors. While the Compensation Committee is responsible for identifying potential candidates, ultimately it is the entire Board that is responsible for the nomination of directors. Despite the fact that the committee is not composed entirely of independent directors, the non-independent directors are also non-executive directors therefore are determined to be capable of exercising objectivity in compensation discussions. In order to promote an objective process for determining compensation, the Board also makes external and independent consultants available to the Compensation Committee. In order to promote an objective compensation process and as the Company grows in size and complexity, the Company will conduct industry comparisons and bench-marking to ensure that compensation is aligned with reference to the market in Canada and internationally.
At least annually, and prior to the nomination or appointment of potential candidates, the Compensation Committee reviews the competencies, skills, experience and areas of expertise of the Board on an individual and collective basis. Based on this review, the Compensation Committee shall identify areas where additional competency, skill, experience or expertise would be of benefit to the Company. As required, the Compensation Committee shall identify and, if advisable, recommend to the Board for approval, potential candidates for nomination or appointment to the Board having regard to the results of their review. The Board will consider whether or not each new nominee can devote sufficient time and resources to his or her duties as a committee member.
Physical Risk Management Committee
The Physical Risk Management Committee is responsible for overseeing all aspects of the Company’s risks with regards to safety, health, environment and security matters; enterprise-wide physical risk management; and compliance with legal and regulatory obligations relating to safety, health and environment. The Physical Risk Management Committee is also responsible for ensuring that the Company has adequate processes for managing health, safety, environmental and security risks and complying with significant legal, ethical and regulatory requirements.
Audit and Financial Risk Management Committee
The Audit Committee has adopted a written charter setting out its purpose, which is to oversee all material aspects of the Company’s financial reporting, control and audit functions. The Audit Committee is responsible for, among other things, (i) assisting the Board in overseeing the independence of the external auditors and fulfilling the Board of Directors’ statutory and fiduciary responsibilities relating to financial reporting; (ii) reviewing and assessing the Company’s business and financial risk management process; (iii) external audit; and (iv) corporate governance and integrity. Additional information regarding the Audit Committee is contained in the Company’s AIF (last filed for the year end 2013 as the Company has determined that as at the beginning of the financial year 1 January 2015, it is a designated foreign issuer as defined in National Instrument 71-102 (“NI 71-102”) – Continuous Disclosure and Other Exemptions Relating to Foreign Issues and subject to the foreign regulatory requirements of AIM, a market operated by the London Stock Exchange. Accordingly, the Company is able to rely on certain exemptions from the continuous disclosure obligations imposed under Canadian securities legislation as permitted under NI 71-102), under the heading “Audit and Financial Risk Management Committee” and a copy of the charter is attached as Appendix “A” to the AIF and on the Company’s website.
Charter of the Board of DirectorsThe Board has adopted a comprehensive written charter in which it defines the respective roles, composition, responsibilities and authorities of the Board, both individually and collectively, and of management in setting the direction, management and control of the organisation. The Charter of the Board of Directors is available here.
This page was last review on 20 September 2023
