Corporate Governance

The Directors are committed to ethical values and behaviours across the Board and the Company as a whole.

The Directors are mindful of the industry that the business operates in and takes all issues of ethical behaviours and environmental impacts seriously. These behaviours are instilled throughout the organisation. The importance of delivering success in a safe environment is not undermined.

Issues of bribery and corruption are taken seriously. The Company has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the Company, its employees, and those third parties to which the business engages with. The policy is provided to staff upon joining the business to ensure that all employees are aware of the importance of preventing bribery and corruption.

The Board attaches great importance to communication with both institutional and private shareholders and intends to engage in regular shareholder communication via Company RNS announcements, the Company website, investor presentations, and shareholder meetings as appropriate.

The Board views the Annual Report, as well as its Interim Results, as key communication channels through which to update shareholders as to the Group’s progress and objectives. The Group will dispatch the notice of its Annual General Meeting, together with a description of the items of special business, at least 21 days before the meeting. Each substantially separate issue will be the subject of a separate resolution, and all shareholders have the opportunity to put questions to the Board at the Annual General Meeting. The Chair will advise the meeting of the details of proxy votes cast on each of the individual resolutions after they have been voted on in the meeting.

The Directors’ vision for the business is to acquire a revenue generating businesses supporting the green economy transition. The business seeks to grow both through acquisition and organically. Delivery of the Group’s business model will be underpinned by its core values of:

• Integrity and being consistently open, honest, ethical and genuine.
• Passion and leadership with a commitment to engage and inspire others.
• Courage to be entrepreneurial enough to reach beyond boundaries.
• Acceptance and delegation of responsibility.

The Company intends to implement defined environmentally and socially conscious programmes and technology to advance all projects for the benefit of all stakeholders. Environmental, Social and Governance (“ESG”) considerations are central to all of the Company’s projects and are key criteria for the Company. Adhering to international protocols, initiating environmental impact studies and ensuring best industry practice across our team and all contractors is a key focus of the Board. Local community engagement is a key aspect of project advancement and development and EGT will liaise with local government and communities with a view to ensuring local benefits from our projects for all stakeholders.

The Board works closely with the executive team with clear and open communication, with an open-door policy from the executive team down, where employees’ opinions and suggestions are valued and listened to.

The principal risks and uncertainties facing the Group are described below and are set out in the Company’s annual report. The Board adopts practices designed to identify significant areas of business risk and to effectively manage those risks in accordance with the Company’s risk profile. The Board is responsible for ensuring that risks – and also opportunities – are identified on a timely basis, and that the Company’s objectives and activities are aligned with the risks and opportunities identified by the Board.

The risks involved and the specific uncertainties for the Company are regularly monitored, and the full Board of Directors formally review such risks at regular Board meetings. All proposals reviewed by the Board include a consideration of the issues and risks of the proposal.

The potential exposures associated with running the Company are managed by the Chief Financial Officer and senior management team who have significant broad-ranging industry experience. They work together as a team and regularly share information on current activities.

Where necessary, the Board will draw on the expertise of appropriate external consultants to assist in dealing with or mitigating risk.

The Company’s main areas of risk include:

• Market risk – changes in economic conditions, prices and investor sentiment;
• Political risk – changes in the political situation and regulatory environment in countries in which the Company operates;
• Operational risk – associated with continuous disclosure obligations, internal processes and systems; and
• Development risk – the Company faces significant risk that predicted quality and quantity of rare earth elements in any particular site may not materialise on further inspection.

Additionally, it is the responsibility of the Board to assess the adequacy of the Company’s internal control systems and that its financial affairs comply with applicable laws and regulations and professional practices. Regular consideration is given to all these matters by the Board.

The Company has put in place an internal control framework to assist the Board in identifying, assessing, monitoring and managing risk. The framework can be described under the following headings:

• Continuous Disclosure/Financial Reporting;
• Operations Review;
• Investment Appraisal.

The Group’s internal control system is monitored by the Board and assessed regularly to ensure the effectiveness and relevance to the Company’s current and future operations. Procedures have been put into place to ensure the Chief Financial Officer will state in writing to the Board that the integrity of the financial statements is founded on a sound system of risk management and internal compliance and control, and that the Group’s risk management and internal compliance and control system is operating efficiently and effectively.

The Board comprises of five Directors (two Executive Directors and three Non-Executive Directors), reflecting a blend of different experiences and backgrounds; full biographies can be found on the Company website. The Company’s three Non-Executive Directors are considered by the Board to be independent. The Board members have a broad range of experience and calibre to bring independent judgement on issues of strategy and performance which will help the Board to carry out its supervisory and stewardship functions effectively and to discharge its responsibilities to shareholders for the proper management of the Group. The Board continually monitors its composition and balance.

The Board meets regularly to review, formulate, and approve the Group’s strategy, performance, and corporate actions; and the Board intends to hold at least five board meetings through the year. There is a strong flow of communication between the Directors and senior management.

Other than the Board, the Company has established a Remuneration Committee and an Audit Committee. In addition, the Board has set up a further sub-committee which is responsible for addressing any issues arising from time to time regarding the Company’s compliance with the AIM Rules for Companies and the handling and treatment of “inside information” (as defined in MAR). It is anticipated that the Board will also establish in due course a Nominations Committee, when it is felt appropriate to do so.

The Non-Executive Directors are as follows:

1. James Leahy, senior independent Non-Executive Director
2. Daniel Akselson, independent Non-Executive Director
3. Michael Kearney, independent Non-Executive Director

The Executive Directors are expected to devote substantially the whole of their time to their duties with the Company.

All Directors have access to the advice of the Company’s lawyers and access to independent advice, at the Company’s expense, as needed. All necessary information will be supplied to the Directors on a timely basis to enable them to discharge their duties effectively.

The Board comprises of the Executive Chairman, the Chief Financial Officer and three Non-Executive Directors. The Directors believe that the Board has significant industry, financial, public markets, and governance experience, possessing the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of shareholders over the medium to long-term.

The Board has engaged external advisers including lawyers, accountants, the nominated adviser, and brokers in accordance with normal legal and financial processes associated with being a company admitted to trading on AIM.

The Board is kept abreast of developments of governance and AIM regulations by its nominated adviser, and the Company’s lawyers provide updates on relevant legal and governance issues, with the Company’s nominated adviser providing the Board with AIM Rules and refresher training as and when required. The Company Secretary is responsible for keeping the Board up to date on areas of new governance and liaises with the nominated adviser on areas of AIM requirements.

The Company Secretary has frequent communication with the Chief Financial Officer and will be available to other members of the Board if required.

The Directors have access to the Company’s nominated adviser, Company Secretary, lawyers, and auditors as and when required, and are able to obtain advice from other external bodies when necessary.

The Company will be mindful of the issue of gender balance although Board appointments are made with the primary aim of ensuring that the candidate offers the required skills, knowledge and experience.

The Directors consider seriously the effectiveness of the Board, its committees, and individual performance: there is regular assessment of the individual contributions of each of the members of the team to ensure that their contribution is relevant and effective, that they are committed and, where relevant, that they have maintained their independence. The Board sets clear performance objectives in advance of each financial period and agrees key performance indicators against which progress can be clearly measured and corrective action taken as appropriate.

The Company reviews the Board performance evaluation process and the Board’s approach to succession planning and will publish the results of such review including the criteria against which Board, committee and individual effectiveness is considered on the Company’s website.

The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The Board consists of:

Cathal Friel, Executive Chairman, has the responsibility for ensuring that the Board discharges its responsibilities and is also responsible for facilitating full and constructive contributions from each member of the Board in determining the Group’s strategy and overall commercial objectives. Mr Friel brings his extensive experience of establishing and scaling M&A focused companies in the public market to support the Company’s ambition to capitalise on the generational opportunity created by the rapidly accelerating green energy transition in Europe. 

Jack Kelly, Chief Financial Officer, is responsible for shaping and executing the financial strategy and operational direction of the Company, as well as the overall financial reporting and compliance requirements of European Green Transition.

James Leahy, Senior Independent Non-Executive Director, is Chair of the Remuneration Committee and a member of the Audit Committee.

Daniel Akselson, Independent Non-Executive Director, is Chair of the Audit Committee and a member of the Remuneration Committee. 

Michael Kearney, Independent Non-Executive Director, is a member of the Audit Committee and a member of the Remuneration Committee.

The Report of the Remuneration Committee is published each year in the Company’s Annual Report.

Audit Committee

The Audit Committee’s role is to monitor the integrity of the Group’s financial reporting, to keep under review the effectiveness of the Group’s internal controls and risk management systems, to consider annually whether the Group should have an internal audit function, and to have oversight of the external audit of the Group. The Audit Committee meets at least twice a year and will have at least two members. At least one member of the Audit Committee should have recent and relevant financial experience and at least one member of the Audit Committee shall be an independent non-executive director.

The Audit Committee comprises Daniel Akselson as chair with James Leahy and Michael Kearney as the other members of the committee.

The principal duties of the Audit Committee are to review the half-yearly and annual financial statements before their submission to the Board and to consider any matters raised by the auditors. The Audit Committee also reviews the independence and objectivity of the auditors. The terms of reference of the Audit Committee reflect current best practice, including authority to:

• recommend the appointment, re-appointment and removal of the external auditors; and
• ensure the objectivity and independence of the auditors including occasions when non-audit services are provided.

The Audit Committee may seek information from any employee of the Group and obtain external professional advice at the expense of the Company if considered necessary. Due to the relatively low number of personnel employed within the Group, the nature of the business and the current control and review systems in place, the Board has not established a separate internal audit department.

Remuneration Committee

The Remuneration Committee comprises James Leahy as chair with Daniel Akselson and and Michael Kearney as the other members of the committee. The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the non-executive directors of the Company will be set by the Board. No Director is involved in deciding their own remuneration.

The Board views the Company’s annual report and accounts, as well as its half year report, as key communication channels through which progress in meeting the Group’s objectives and updating its strategic targets and corporate governance can be given to Shareholders. In addition, the Board uses the AGM as a mechanism to engage with Shareholders and both to give information and receive feedback about the Company and its progress.

The Executive Chairman and the Chief Financial Officer undertakes meetings with key Shareholders and analysts following publication of full and half year results in order to answer questions and ensure that the key messages are properly understood and effectively communicated onward. The Company shares all of its key communications with Shareholders with its advisers in draft form before publication to ensure that they are accurate and effective.

The outcome of all general meeting votes is published.