The Board of Greatland Gold is committed to the principles of good corporate governance.

Greatland is committed to strong corporate governance and in accountability to all our stakeholders, including shareholders, employees, contractors and suppliers, and native title communities.

We recognise the importance of promoting and maintaining a strong occupational health and safety culture and minimising the impact of our activities on local communities and the environment.

The statements below were last updated: 23 November 2022.

QCA Code

Greatland adheres to the Quoted Company Alliance’s (QCA) Corporate Governance Code for Small and Mid-Size Quoted Companies.

Greatland has considered how we apply each principle to the extent that the Board judges these to be appropriate in the circumstances, and below we provide an explanation of the approach taken in relation to each. The Board considers that it is compliant with all ten Principles of the QCA Code.

Principle 1: Establish a strategy and business model which promotes long-term value for shareholders

Greatland’s core strategy includes:

  • The safe and successful delivery of the Havieron project
  • Continued investment in exploration opportunities in the Paterson and across the portfolio
  • Operating as a disciplined manager of its asset portfolio with a view to upgrading that asset portfolio when financially disciplined opportunities present

The principal activity of the Company is to explore for and develop natural resources, with a focus on precious and base metals. The Board seeks to increase shareholder value by the systematic evaluation of its existing resource assets, and by acquiring exploration and development projects in underexplored areas.

The Company’s strategy and business model is developed by the Managing Director and is approved by the Board.  The Managing Director is responsible for implementing the strategy and managing the business.

The Company’s primary strategy is to develop the Havieron asset, advance projects that have potential for the discovery of large mineralised systems and pursue opportunities for in-organic growth.

The key challenges we face include:

  • Mineral exploration – Mineral exploration is a high-risk activity and there can be no guarantee that the Company can identify a mineral resource that can be extracted economically. In order to minimise this risk and to maximise the Company’s chances of long-term success, we are committed to the following strategic business principles:
    • The Board regularly reviews our exploration and development programmes and allocates capital in a manner that it believes will maximise risk-adjusted return on capital;
    • We focus our activities on jurisdictions that we believe represent low political and operational risk. Moreover, we strongly prefer to operate in jurisdictions where our team has considerable on the ground experience. At the present time, all of the Company’s projects are in Australia, a country with established mining codes, stable government, skilled labour force, excellent infrastructure, and a well established mining industry;
    • We apply advanced exploration techniques to areas and regions that we believe are relatively under-explored historically;
    • Exploration work is conducted on a systematic basis. More specifically, exploration work is carried out in a phased, results-based fashion and leverages a wide range of exploration methods including modern geochemical and geophysical techniques and various drilling methods.
    • Commodity price risk – The principal commodities that are the focus of our exploration and development efforts (precious metals and base metals) are subject to highly cyclical patterns in global demand and supply, and consequently, the price of those commodities is highly volatile.
    • Recruiting and retaining highly skilled directors and employees – the Company’s ability to execute its strategy is highly dependent on the skills and abilities of its people. We undertake ongoing initiatives to foster good staff engagement and ensure that remuneration packages are competitive in the market.
    • Occupational health and safety – every Director and employee of the Company is committed to promoting and maintaining a safe workplace environment. The Company regularly reviews occupational health and safety policies and compliance with those policies. The Company also engages with external occupational health and safety expert consultants to ensure that policies and procedures are appropriate as the Company expands its activity levels.
    • COVID-19 – the impact of the COVID-19 pandemic has affected many aspects of society and has significantly changed the global economic environment. The challenges presented by COVID-19 remain ongoing. The Company is committed to a safe working environment and has implemented monitoring and preventative measures to mitigate the impact of COVID-19 on its workforce and stakeholders.

Principle 2: Seek to understand and meet shareholder needs and expectations

We have made significant efforts to ensure regular and effective engagement with our broad base of shareholders. In addition to our Annual General Meeting, which is one of our primary forums to present to and meet with investors, we engage in a wide range of activities designed to ensure that investors are regularly updated on the progress of the Company and we attend and participate in investor events that provide investors with the opportunity to provide us with feedback and suggestions. During the last 12 months, the following activities were conducted in order to engage with shareholders and to ensure that the members of the Board maintained and further developed a strong understanding of the needs and expectations of shareholders:

Description of Activity Frequency Participants Comments
AGM Annually All Directors
Managing Director interviews As required Managing Director Managing Director conducts regular interviews through various digital media platforms
Investor Presentations Monthly Managing Director Company presentations at various investor roadshows, virtual investor events and provides Company updates to investors through presentations and Q&A for shareholders to ask questions
Investor Shows and Industry Conferences Quarterly Managing Director The Company attends and presents at various investor shows
Social Media Engagement Weekly The Company provides regular updates on social media platforms of Company announcements, operational updates and news items
Website As required The Company provides operational, corporate and news updates via its website

The Company is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. All Company announcements and the Company’s most recent investor presentation are available to shareholders, investors and the public on our website.

The AGM is one of the principal forums for dialogue with shareholders. The notice of the AGM is sent to shareholders at least 21 days before the meeting.  Shareholders vote on each resolution, and voting can also be counted by way of a poll.  For each resolution we announce the number of votes received for, against and withheld. The Managing Director also interacts with shareholders through regular Q&A forums. The Company also maintains a dedicated email address which investors can use to contact the Company which is prominently displayed on its website together with the Company’s address and phone number.

In addition, the Directors actively seek to build a mutual understanding of the objectives of institutional shareholders. We communicate with institutional investors frequently through a combination of formal meetings, participation at investor conferences, virtual meetings and informal briefings with management.

The majority of meetings with existing and potential investors are arranged by the Company’s corporate brokers.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board recognises its responsibility under UK corporate law to promote the success of the Company for the benefit of its members as a whole. The Board also understands that it has a responsibility towards employees, partners, suppliers and contractors and the local communities in which it operates.

Stakeholder Reason for Engagement How we engage
Shareholders Shareholders are the owners of the Company and the board’s primary mission is to increase shareholder value As described in previous section (Principle 2)
Suppliers and Contractors The Company engages with external suppliers to conduct the majority of its field exploration activities (including drilling and geophysical surveys). Using quality suppliers enables the Company to meet the high standards of performance and safety that we expect of ourselves and our vendor partners We work to ensure that all members of staff engage in a respectful and professional manner with suppliers. We implement systems and processes to ensure supplier performance is maintained
Staff and Employees Recruiting and retaining highly skilled and motivated professionals is one of the key drivers of our success. The Board and management recognise the importance of establishing an experienced team with a focus on creating shareholder value and alignment in areas of health and safety, compliance and business integrity In addition to regular communication between Directors and employees, we conduct regular staff meetings to promote two-way communication between employees and senior management. The Managing Director and CFO report to the Board on a monthly basis
Native Title Communities The Board and management recognise the important heritage of the traditional owners of the land and its ethical and legal responsibility to work together to maintain respectful and open relationships with the Traditional Owners of, and communities on, the Land The Company ensures that it regularly engages with native title communities and routinely engages with external expert consultants. Examples of engagement with Native Title communities are: •Undertaking on ground surveys with Traditional Owners to identify and preserve heritage and, •Obtaining agreements outlining processes for identifying and preserving cultural heritage

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Managing Director maintains a risk register for the Company that identifies key risks in the areas of corporate strategy, financial, staff, occupational health and safety, environmental and native title relations. The register is reviewed periodically and is updated as and when necessary.

Within the scope of the annual audit, specific financial risks are evaluated in detail, including in relation to foreign currency, liquidity and credit.

Managing occupational health, safety and wellbeing risk is one of the key focuses of all directors and employees. Staff are required to immediately report any occupational health and safety incidents and regular training is undertaken to ensure compliance with health and safety policies.

Principle 5: Maintain the Board as a well-functioning, balanced team led by the chair

The Board sets the Company’s strategy and ensures that necessary resources are in place in order for the Company to meet its objectives. All members of the Board take collective responsibility for the performance of the Company and all decisions are taken in the interests of the Company.

Whilst the Board has delegated the normal operational management of the Company to the Executive Directors and other senior management, there are detailed specific matters subject to decision by the Board of Directors.

These include decisions to commit to major exploration campaigns and approval of associated exploration budgets, acquisitions and disposals, joint ventures and other investments of a capital nature. The Non-Executive Directors have a particular responsibility to challenge constructively the strategy proposed by the Executive Directors, to scrutinise and challenge performance, and to ensure appropriate remuneration and that succession planning arrangements are in place in relation to Executive Directors and other senior members of the management team.

The members of the Board have a collective responsibility and legal obligation to promote the interests of the Company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chair of the board.

The Board consists of five directors with two Executive Directors (Shaun Day, Managing Director and James Wilson) and three independent Non-Executive Directors (Alex Borrelli, Non-Executive Chairman, Clive Latcham and Paul Hallam). The Board is supported by two committees: Audit and Risk Committee and Remuneration Committee. The Board does not consider that it is of a size at present to require a separate nominations committee, and all members of the Board are involved in the appointment of new Directors.

Board meetings are led by the Chair and follow an agenda that is circulated prior to the meeting. Every Board and committee meeting are minuted and every Director is aware of the right to have any concerns minuted and to seek independent advice at the Company’s expense where appropriate.

Executive Directors are essentially engaged on a full-time basis by the Company. As part of the interview and appointment process, Non-Executive Directors are required to confirm they have sufficient time available to dedicate to the performance of their duties and to discharge their responsibilities of the Company.

Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

All members of the Board bring relevant experience in mining and resources, and all have many years experience in public markets. The Board believes that its blend of relevant experience, skills and personal qualities and capabilities is sufficient to enable it to successfully execute its strategy. Directors attend seminars and other regulatory and trade events to ensure that their knowledge remains current.

Alex Borrelli, Independent Non-Executive Chairman

Term of office: Joined as Non-Executive Director on 18 April 2016. Appointed as Non-executive Chairman on 14 August 2016; Member of the Remuneration Committee and the Audit and Risk Committee.

Background and suitability for the role: Alex is Chairman of Greatland Gold plc. Alex qualified as a Chartered Accountant and has many years’ experience in investment banking encompassing flotations, takeovers, and mergers and acquisitions for private and quoted companies. Alex is also Chairman of Xpediator plc, an AIM-listed company.

Shaun Day, Chief Executive Officer, Executive Director

Term of office: Joined as Chief Executive Officer on 8 February 2021.

Shaun is Chief Executive Officer of Greatland Gold plc. Shaun has over 20 years of experience in executive and financial positions across mining and infrastructure, investment banking and international consulting firms. Shaun has considerable Capital Markets experience with a track record of leading successful transactions including M&A of publicly listed companies, farm-in agreements and raising capital.

Prior to joining Greatland, Shaun spent six years as CFO of Northern Star Resources Limited (“Northern Star”), an ASX100 company and a global-scale Australian gold producer, where he oversaw the expansion of its market capitalisation from AU$700m to AU$8bn. Prior to Northern Star, Shaun spent five years as CFO of top 50 SGX listed Sakari Resources Plc, which operated multiple mines before its sale for over US$2 billion.

Clive Latcham, Independent Non-Executive Director

Term of office: Joined as Non-Executive Director on 15 October 2018. Member of the Remuneration Committee and Chair of the Audit Committee.

Background and suitability for the role: Clive is a Non-Executive Director of Greatland Gold plc. Clive is a chemical engineer and mineral economist with over thirty years’ experience in senior roles in the mining sector. Clive joined Greatland from ERM – Environmental Resource

Management, the world’s leading sustainability consultancy group, where he is currently Senior External Advisor, and advisor to the Chairman and Chief Executive Officer. Prior to his role at ERM, Clive worked as an independent advisor to private equity and mining consultancy firms, and spent nine years in senior roles with Rio Tinto plc. During his time at Rio Tinto, Clive spent four years as Copper Group Mining Executive, where he was responsible for managing Rio Tinto’s investments in the operating businesses of Escondida in Chile, Grasberg in Indonesia, and Phalaborwa in South Africa and for the initial development of new projects and acquisitions, including La Granja in Peru and La Sampala in Indonesia.

Paul Hallam, Independent Non-Executive Director

Term of office: Joined as Non-Executive Director on 1 September 2021. Chair of the Remuneration Committee and Member of the Audit Committee.

Background and suitability for the role: Paul is a senior mining industry professional with more than 40 years of Australian and international resource experience across a range of commodities including both surface and underground mining. He has global operational and corporate experience from his executive roles including Director of Operations with Fortescue Metals Group, Executive General Manager of Developments & Projects with Newcrest Mining Limited, Director of Victorian Operations with Alcoa as well as Executive General Manager of Base and Precious Metals at North Ltd. Since his retirement in 2011, Paul has advised several Boards as a Non-Executive Director.

The Company is committed to a culture of equal opportunities for all employees regardless of gender. The Board will be diverse in terms of its range of culture, nationality and international experience. The current Board members are male and, within the senior management team, there are two female geologists as well as two male geologists.

James Wilson, Executive Director

Term of office: Joined as Executive Director on 12 September 2022.

Background and suitability for the role: James is a highly experienced mining and natural resources executive with deep operational experience across a range of commodities and project styles. He brings significant international infrastructure and supply chain experience in Australia, South Africa, North and South America.

James spent more than 25 years with the world’s biggest mining company BHP and held various senior executive positions including as President of the iron ore division, President of energy coal, President of stainless steel materials and President and Chief Operating Officer of Nickel West. He successfully managed the integration of the WMC Resources’ nickel assets into BHP after BHP’s takeover of WMC. Earlier in his career James held a number of roles in the gold industry with Anglo American.

After leaving BHP, James was appointed as the Chief Executive of CBH Group, the Western Australian grain growers collection which is responsible for the storage, handling, transport, processing, marketing and export of more than 90 percent of WA’s grain production.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

A board evaluation process led by the Chairman took place in June 2021. All then current Directors began by completing a questionnaire about the effectiveness of the board and a self-assessment of their own contributions that were returned to the Chairman. The Chairman then reviewed this information and used it as the basis for an individual discussion with each Director, followed by a collective discussion with the board.

The review considers effectiveness in a number of areas including general supervision and management, business risks and opportunities, succession planning, communication (both internal and external), ethics and compliance, corporate governance and individual contribution.

A number of refinements in working practices were identified as a result of this exercise and have since been adopted.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

The board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value. Our core values serve as a common language that allows all members of staff to work together as an effective team and it is these values and our shared long-term business vision and strategy that we believe will drive growth in shareholder value over the long term.

We are committed to three core values:

  1. Creating a safe, positive and inclusive workplace environment
  2. Engaging all stakeholders and the broader community with respect, integrity and honesty
  3. Fostering a high performance culture that values the contribution of all team members

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board provides strategic leadership for the Company and operates within the scope of a robust corporate governance framework. Its purpose is to ensure the delivery of long-term shareholder value, which involves setting the culture, values and practices that operate throughout the business, and defining the strategic goals that the Company implements in its business plans. The board defines a series of matters reserved for its decision and has approved terms of reference for its Audit and Remuneration Committees to which certain responsibilities are delegated. The chair of each committee reports to the board on the activities of that committee.

Committees and Governance Structures

The Audit and Risk Committee monitors the integrity of financial statements, oversees risk management and control, monitors the effectiveness of the internal audit function and reviews external auditor independence. The Audit Committee comprises Clive Latcham (chair), Alex Borrelli and Paul Hallam.

The Remuneration Committee sets and reviews the compensation of executive directors including the setting of targets and performance frameworks for cash and share-based awards. The Remuneration Committee comprises Paul Hallam (chair), Alex Borrelli and Clive Latcham.

The Executive Team, consisting of the Executive Directors, operates as a management committee, chaired by the Managing Director, which reviews operational matters and performance of the business, and is responsible for significant management decisions while delegating other operational matters to individual managers within the business.

The Chairman has overall responsibility for corporate governance and in promoting high standards throughout the Company. He leads and chairs the Board, ensuring that committees are properly structured and operate with appropriate terms of reference, ensures that performance of individual Directors, the board and its committees are reviewed on a regular basis, leads in the development of strategy and setting objectives, and oversees communication between the Company and its shareholders.

The Managing Director provides leadership and management of the Company, leads the development of objectives, strategies and performance standards as agreed by the board, monitors, reviews and manages key risks and strategies with the board, ensures that the assets of the Company are maintained and safeguarded, leads on investor relations activities to ensure communications and the Company’s standing with shareholders and financial institutions is maintained and ensures that the board is aware of the views and opinions of employees on relevant matters.

The Executive Directors are responsible for implementing and delivering the strategy and operational decisions agreed by the board, making operational and financial decisions required in the day-to-day operation of the Company, providing executive leadership to managers, championing the Company’s core values and promoting talent management.

The independent Non-Executive Directors contribute independent thinking and judgement through the application of external experience and knowledge, scrutinises the performance of management, provides constructive challenge to the Executive Directors and ensures that the Company is operating within the governance and risk framework approved by the board.

The Company Secretary is responsible for providing clear and timely information flow to the board and its committees and supports the board on matters of corporate governance and risk.

The matters reserved for the board are:

  • Setting long-term objectives and commercial strategy;
  • Approving annual operating and capital expenditure budgets;
  • Changing the share capital or corporate structure of the Company;
  • Approving half year and full year results and reports;
  • Approving dividend policy and the declaration of dividends;
  • Approving major new exploration programmes, investments, disposals, and other capital projects;
  • Approving resolutions to be put to general meetings of shareholders and the associated documents or circulars; and
  • Approving changes to the board structure.

The board has approved the adoption of the QCA Code as its governance framework against which this statement has been prepared and will monitor the suitability of this Code on an annual basis and revise its governance framework as appropriate as the Company evolves.

Internal controls

The Directors acknowledge their responsibility for the Company’s systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for both internal use and external publication. Whilst they are aware that no system can provide absolute assurance against material misstatement or loss, in the light of increased activity and further development of the Company, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.

Insurance

The Company maintains insurance in respect of its Directors and Officers against liabilities in relation to the Company.

Treasury Policy

The Company finances its operations through equity and holds its cash as a liquid resource to fund the obligations of the Company. Decisions regarding the management of these assets are approved by the Board.

Securities Trading

The Board has adopted a Share Dealing Code that applies to Directors, senior management and any employee who is in possession of ‘inside information’. All such persons are prohibited from trading in the Company’s securities if they are in possession of ‘inside information’. Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided the relevant individual has received the appropriate prescribed clearance.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board recognises that meaningful engagement with its shareholders is integral to the continued success of the Company. Over the past 12 months, Executive Directors of the Board have sought to actively engage with shareholders on a number of occasions, through meetings, presentations and investor shows (as described in Principle 2).

Over the next 12 months, the Board expects to maintain a regular dialogue with investors that will provide investors with updates on company performance and any changes to the corporate governance structures and/or policies.

The Board keeps investors informed through updates on the Investor Relations section of the Company’s website and through interviews on various media platforms.

Governance:

Corporate Governance Statement 2022

Policies:

Anti Bribery and Corruption Policy

Cultural Heritage Policy

Diversity and Inclusion Policy

Environmental and Climate Change Policy

Social Media Policy

Supplier Code of Conduct Policy

Whistleblowing Policy

Work Health Safety and Wellbeing Policy

Board Committees

Remuneration and Nomination Committee

The remit of the Remuneration and Nomination Committee is to assist the Board by overseeing and acting as a recommending, reviewing, monitoring and reporting forum of the Board in respect of:

  • the remuneration of directors, the Managing Director, and executives;
  • the identification, recruitment, retention, succession planning, evaluation and review, induction and professional development of directors, the Board Chair, Board committee members, Board committee chairs and the Managing Director; and
  • the Company’s Diversity and Inclusion Policy.

The Remuneration Committee comprises Elizabeth Gaines (Chair), Paul Hallam and Alex Borrelli.

Audit and Risk Committee

The Audit and Risk Committee monitors the integrity of financial statements, oversees risk management and control, monitors the effectiveness of the internal controls environment and reviews external auditor independence. The Committee is appointed by the Board from amongst the non-executive directors.

The Committee is authorised by the Board to investigate any activity within its terms of reference and to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, if it considers this necessary.

The Audit and Risk Committee comprises Alex Borrelli (Chair), Paul Hallam and Clive Latcham.

"International Women’s Day allows us to reflect on what we have achieved in this space and what we as an organisation and community can focus on going forward to continue improving representation and opportunities for women"

📄Read the blog: https://t.co/HrydpHbWfT

Greatland Gold plc (AIM:GGP) is pleased to announce its interim results for the 6 months ended 31 Dec 2023: https://t.co/X0oIBijhPZ

Principal activities included early works development & feasibility study of Havieron and exploration of GGP's mineral tenements.

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Shaun Day, Managing Director of Greatland, provides @Proactive_UK's @StephenGunnion with the most recent #drilling outcomes from the Ernest Giles Project in the goldfields of #WesternAustralia.

▶️Watch the full @Proactive_UK video here :

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Following the completion of the drilling program at Greatland's Ernest Giles Project. "A systematic reverse circulation (RC) drill program is planned for this year to test highly prospective targets at Meadow..."

🗞️ @Proactive_UK article:

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