Cornerstone's actions have Solgold hot and botheredBoard and Corporate Governance Update
The Board of SolGold Plc (LSE & TSX: SOLG) is pleased to provide an update on its ongoing Corporate Governance initiatives relating to the Company’s Board and Management structure, function and remuneration to ensure the Company takes the most appropriate way forward on its transition from explorer to developer over the coming 18 months.
As part of the Company’s ongoing engagement with its investors and the continuing commitment to adopt best practice Corporate Governance standards, SolGold has developed new governance policies, processes and guidelines. These initiatives are the culmination of an ongoing strategy commenced at the beginning of the year and include the appointment of Ms Nadine Dennison as the Company’s Chief Human Resources Officer in February 2020, following her previous Senior HR role with BHP. The main focus of these work streams are as follows:
a) Board composition; independence, tenure and diversity;
b) Board and Executive performance and remuneration; and
c) Board succession planning and evaluation.
The first tangible outcomes of this process include the appointment of Ms Elodie Grant Goodey as an independent Non-Executive Director on 17 July 2020 and the establishment of a Nominations Committee and improvements to the Remuneration Committee.
Other corporate plans and policies are currently in various stages of implementation.
To accelerate the development of SolGold’s Corporate Governance framework, and increase the Company’s strategic shareholder engagement, the Company has appointed CMi2i and Boudicca, two leading London proxy solicitation firms, ahead of SolGold’s 2020 AGM. Their mandate comprises capital market intelligence, Investor Relations, Corporate Governance and policy advice, together with strategic shareholder engagement. The Company has also appointed the law firm White & Case LLP in London, who will advise the Company on its Corporate Governance and shareholder matters as and when required.
Board Composition
As part of the Company’s commitment to being represented by an appropriate balance of experience, independence and diversity, the Board of Directors has resolved to strengthen the Board so that at least half of the Board is comprised of independent Non-Executive Directors by the end of this calendar year.
Furthermore, long-standing Non-Executive Director, Dr Robert Weinberg has indicated his intention to retire at the Company’s 2020 Annual General Meeting.
Commenting on Mr Weinberg’s retirement, CEO Nicholas Mather said:
“Mr Weinberg’s service to SolGold has likewise been exemplary. We will be sorry to see him leave and wish him well for the future.”
The Company’s Chairperson, Mr Brian Moller, has stepped down as Chairperson and Mr Liam Twigger, an independent Non-Executive director appointed on 17 June 2019, will step into the role and has been appointed as Chairperson of SolGold with immediate effect. Mr Moller will remain as a Non-Executive Director. The Board of SolGold thanks Mr Moller for his services as Chairperson through SolGold’s formative years, helping the Company to create the strong platform on which SolGold stands today.
Mr Twigger is an experienced corporate advisory consultant and principal of PCF Capital in Perth, Western Australia, and was a founding partner for the establishment of Macquarie Bank in Perth. There is no fee arrangement with PCF Capital and it does not provide services to SolGold. Mr Twigger was instrumental in advising Gold Road Resources with respect to financing the development of the AUD$600 million, 6Moz Gruyere Gold Project in Western Australia. He also acted as a corporate advisor to Doray Minerals Limited in relation to its AUD$650 million merger with Silver Lake Resources (current market cap AUD$2.1 billion).
On his appointment, Mr Twigger said:
“I am grateful for the opportunity to Chair SolGold into its next phase of growth. The Company has unrivalled potential, not only through our operational control and 85% ownership of the Alpala project and its world class resource of 22Moz of gold, 10Mt of copper and 92Moz of silver, but also through our exposure to numerous highly prospective exploration targets across the Andean Copper Belt.
The strong fundamentals of the Alpala Project present a great variety of financing options, with all of them considerably endorsed by improved price and value outcomes for all shareholders, which is significantly higher than the current market capitalisation.
“Through the sterling work of our world class management and exploration teams over the last several years, SolGold is ideally placed to deliver on its ambitions and to continue delivering value to our shareholders financiers and the people and government of Ecuador. With a growing development team and now up to US$190 million in funding that offers the Company a clear path through to feasibility and a development decision, it is a hugely exciting time to be involved in this stage of SolGold’s growth.
“I thank the Board for its faith in me and Brian Moller for his Chairmanship since 2013."
Both Mr Moller and SolGold CEO Mr Nicholas Mather have also indicated their intention to step down from a number of other listed company Boards on which they currently sit.
In order to canvass a wide range of suitable candidates to fill new Non-Executive Director positions, SolGold has commenced an independently run process which will be overseen by Mr Liam Twigger, SolGold’s recently appointed Chairperson and an independent Non-Executive Director, and member of the Remuneration Committee and newly formed Nominations Committee. The Company’s objective is to secure up to three new Non-Executive Directors that are based in close proximity to the Company’s stakeholder base in London, Toronto and Ecuador, enhance its mining development experience, promote liaison with the Ecuadorean Government and further improve diversity at Board level.
As a growth-focussed Company with a standard listing on the London Stock Exchange, SolGold currently reports to the Quoted Companies Alliance Corporate Governance Code. However, in appointing the abovementioned proxy advisers, the Board has committed to starting a process of ultimately moving to compliance with the more robust UK Corporate Governance Code. The Board changes outlined above are an initial step in this process.
Furthermore, aligned to market feedback and benchmarked peer organizations, the Remuneration Committee is currently reviewing a Performance and Remuneration Framework to attract top senior talent to the organization, underpin increased Board independence, and more strongly align Executive remuneration to organisational performance outcomes.
By order of the Board
Karl Schlobohm
Company Secretary