Corporate Governance

Role of the Board

The board of directors of Griffin has responsibility for setting the overall strategy of the Group, its performance, management and financial matters including, the approval of budgets, significant capital expenditure and financial reports. Key decisions are based on the regular review of financial performance, capital and operational budgets and regular operational reports.

The directors continue to seek to add value and minimise costs to ensure the long-term sustainability of the Company and its business in order to fulfil their responsibility to benefit shareholders and other stakeholders.

The Company and its directors have identified and keep under consideration the risks facing the Company and its subsidiaries (“the Group”).

Griffin is incorporated in Bermuda, a jurisdiction which does not have a formal overarching corporate governance code. Under common law in Bermuda, shareholders are entitled to have the affairs of the Company conducted in accordance with general law and the Company’s memorandum of association and bye-laws. As required by Bermuda company law, all the directors are shareholders in the Company to align their interests with those of the shareholders.

The Company and its directors have adopted the Corporate Governance Code published by the UK Quoted Company Alliance (“QCA”) and are guided by the principles contained therein, so far as the Board of Directors is able and considers practicable.

The Board meets on a quarterly basis, or as required, with all members in attendance in 2023. The executive Chairman leads the Board, and whilst not employed by the Company, he spends a significant part of his time on the Company’s business. The Chairman’s services are provided by Keynes Capital. The Company has no Chief Executive Officer. Accordingly, the roles of Chief Executive Officer and Chairman have not been separated as recommended by the QCA Code, for the above reason. The other executive director is the full-time Finance Director. He is also the Company Secretary and, although not in accordance with best practice, it has not proved practicable to separate these roles. Independent advice is sought where necessary to supplement Mr Goodwin’s considerable experience and corporate memory.

Two independent non-executive directors were appointed to the Board in 2022 to join the Senior Independent Director (“SID”), Clive Whiley. Independent directors therefore now constitute 50% of the Board. Dean Moore was appointed Chair of the Remuneration Committee and Linda Naylor is Chair of the Audit Committee. The shareholdings of these three non-executive directors are less than 0.2% of the Company’s issued share capital and they are free from any business or other relationship which could materially interfere with the exercise of their independent judgement. Adam Usdan is not an independent non-executive director as he is also a major shareholder.

The SID receives additional compensation to reflect his commitment to make 25% of his time available to help the Chairman with strategic support. The Chairman requires this support since he has the operational responsibilities of a Chief Executive Officer and the Board is of the view that the specialist nature of this support could not be sourced from the Company’s advisers. Notwithstanding the additional responsibilities and remuneration received by the SID, the Board’s judgement is that he remains an independent director as the additional responsibilities represent a minority of his employment and he is demonstrably independent in character and judgement.

The SID supports the Chairman and executive director by regularly communicating with the major shareholders to build a strong relationship with them, other shareholders and potential investors.

The Chairman and the Finance Director maintain regular contact with significant shareholders and the Company retains an office in London as a point of contact for all shareholders and potential shareholders in order to gauge the needs and expectations of shareholders in the Company. The SID supports the executive directors by regularly communicating with the major shareholders, other shareholders and potential investors.

The Board is supported by the Audit Committee and Remuneration Committee. A Nomination Committee has not been formally established with, in effect, the whole Board fulfilling this function.

The existing board of directors brings a balance of skills and experience to the Company, including legal, financial, mining, geological and market expertise. Details of each director are given under Board and Management. To reflect the Company’s commitment to sustainability, Linda Naylor has completed the ICAEW Sustainability Certificate. All directors are subject to re-appointment annually at the annual general meeting of the Company’s shareholders.

Dal Brynelsen, a director of the Company’s Chinese subsidiary with 40 years’ experience in the mining industry, provides additional support to the Board.

The Chairman and Finance Director regularly visit the Group’s operations to meet with management and other personnel and communicate with them virtually on a daily basis when not on site.

The safety of all personnel working at the Group’s operations is a priority with formal procedures in place to prevent and report any safety and environmental issues. The Group will not deal with any organisation or individual which it believes to be involved with slavery. The Company has formal procedures regarding the avoidance of bribery and corruption. The Group engages personnel regardless of race or gender.

The Company has appointed a Chief Operating Officer who reports directly to the Chairman, who in turn reports directly to the board of directors. The Chief Operating Officer oversees the Group’s operations with individual department heads reporting directly to him. The Company has appointed a Chief Financial Officer in China who reports to the Chief Operating Officer and directly to the Finance Director, who in turn reports to the board of directors. Individual department managers are able to communicate directly to the Chairman concerning any issues of concern.

The Company, through Hebei Hua Ao, has invested heavily in the local community in China and continues to maintain and further implement best practices for the protection of the environment and for the benefit of the local community.

Role of the Non-executive Directors

Clive Whiley is the Senior Independent Director (“SID”). Two independent non-executive directors were appointed to the Board in 2022. The shareholdings of these three non-executive directors are less than 0.2% of the Company’s issued share capital and they are free from any business or other relationship which could materially interfere with the exercise of their independent judgement. Although a non-executive director, Adam Usdan is not an independent director as he is also a major shareholder. Independent non- executive directors therefore comprise 50% of the Board.

The SID receives additional compensation to reflect his commitment to make 25% of his time available to help the Chairman with strategic support. The Chairman requires this support since he has the operational responsibilities of a Chief Executive Officer and the Board is of the view that the specialist nature of this support could not be sourced from the Company’s advisers. Notwithstanding the additional responsibilities and remuneration received by the SID, the Board’s judgement is that he remains an independent director as the additional responsibilities represent a minority of his employment and he is demonstrably independent in character and judgement.

The SID supports the Chairman and executive director by regularly communicating with the major shareholders to build a strong relationship with them, other shareholders and potential investors.

The Committees of the Board

The Board is supported by the Audit Committee and Remuneration Committee. A Nomination Committee has not been formally established with, in effect, the whole Board fulfilling this function. The existing Board of Directors brings a balance of skills and experience to the Company, including legal, financial, mining and market expertise. All directors are subject to re-appointment annually at the Annual General Meeting of the Company’s shareholders.

Audit Committee

The Audit Committee assists the Board in its oversight of the Company’s financial reporting, internal control and risk management within the corporate governance framework.

The Chair is Linda Naylor, the other members are Adam Usdan and Clive Whiley.

Terms of Reference

Remuneration Committee

The Remuneration Committee is responsible for determining and agreeing with the Board of Directors the remuneration policy and employment terms of the Finance Director and Chairman and, in consultation with the Chairman, other senior executives of the Group.

The Chair is Dean Moore, the other members are Adam Usdan and Clive Whiley.

Terms of Reference

Stakeholder Engagement

The Board has identified the following internal and external stakeholders. The needs, interests and expectations of these stakeholders are regularly monitored and assessed with the understanding that the long-term success of Griffin depends on good relations with all stakeholder groups. Feedback from all channels of communication with  stakeholders is integrated into Griffin’s strategy.

Main Stakeholders Key Issues Communication and Feedback Channels
Government and regulatory agencies Implementation of laws, regulations and policies.

Corporate governance and compliance operation

Safety and environmental protection
Compliance with laws and regulations including payment of taxes.

Daily communication and reporting
Shareholders and investors Profitable operations

Sustainable development governance

Human rights policy disclosure

Anti-corruption policies
Regulatory reporting

Equal opportunity employer

Anti-slavery policy

Bribery and corruption policy
Employees and their families Salary and benefits

Training and development

Health and safety
Employee performance reviews

Staff representative conference

Regular safety reporting, safety inductions and safety meetings
Suppliers and business partners Customer service

Supply chain management

Product quality
Dedicated procurement department

Independent assay and moisture checks of concentrate sold
Community Community investment

Community benefits

Environmental protection and ecology
Involvement in the local community

Local community support, including infrastructure, poverty alleviation, schooling

Care and protection of the local environment with minimal discharges
This information was last updated in July 2023