RE: RNS4 Sep 2020 08:09
The Board of SolGold Plc (LSE & TSX: SOLG) is pleased to provide a further update on its ongoing Corporate Governance initiatives as they relate to the Company's Board and Management structure, function and remuneration, to ensure the Company takes the most appropriate path forward on its transition from explorer to project developer over the coming 18 months.
As outlined in its market release of 5 August 2020, the Company intends to move towards full compliance with the provisions of the UK Corporate Governance Code. As part of this process, Non-Executive Directors Mr Liam Twigger, Mr Brian Moller and Mr James Clare have agreed to the cancellation of their Company options. Of the Company's remaining Directors, Mr Nicholas Mather, Mr Jason Ward and Dr Robert Weinberg retain their option holdings. Messrs Mather and Ward are Executive Directors of the Company, and Dr Weinberg has indicated his intention to retire at the Company's 2020 AGM, after which his options (if not exercised) will expire after 90 days.
Mrs Elodie Grant Goodey was not offered Company options on her appointment, and it remains the Company's intention that options will not form part of the terms of appointment for future Non-Executive Directors.
Due to his election to the position of Chair of the Company, Mr Liam Twigger has stepped down as the Chair of the Company's Audit & Risk Committee. Given Dr Weinberg's pending retirement, Mr Brian Moller has agreed to act as Committee Chair on an interim basis. It is the Board's intention to reconstitute the membership of the Audit & Risk Committee upon the appointment of further independent Non-Executive Directors, as part of the process of moving to compliance with the UK Corporate Governance Code. Similarly, the Board will also reconsider the membership of the Remuneration Committee and Nominations Committee, as further independent Non-Executive Directors are appointed to the Board.
The Company is committed to a process against which its Board composition, succession pipeline and performance effectiveness will be measured, and where regular evaluation of the performance and function of Board and the Board Committees will take place. This process is currently underway, and will be further developed into an externally facilitated procedure in due course.
In addition, the proxy solicitation advisors are continuing to conduct an external assessment of our corporate governance practices so we can better understand where we need to strengthen our processes and framework. This assessment will provide us with a roadmap to compliance with the UK Corporate Governance Code. We are committed to updating our shareholders on future progress in implementing this roadmap.
In terms of further Board appointments, the Company is currently in dialogue with a number of potential independent Non-Executive Director candidates, and a further update in this regard will be made in due course.
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