Key Programmes and Initiatives in 2011

Corporate governance is one of the key areas of focus for the Board. A number of important reviews and steps have been taken to improve the overall corporate governance function of the Group, including the composition of the Board.

As announced in 2010 Annual Report in April 2011, the Board had undertaken a review of its composition, recognising the importance of balancing the skills and experience of the Directors, as well as ensuring an appropriate balance of independent and other directors. The Board was mindful of the need to ensure that it does not become so large as to be unwieldy.

An independent Board evaluation was completed and at the AGM on 8 June 2011 the Group announced that it had initiated a comprehensive review of its corporate governance. The intention of the review was to establish a Board structure that can best support the Group whilst complying with UK corporate governance best practice.  

The extensive corporate governance review was completed in September 2011 recommending a number of steps to strengthen the Board. In line with UK corporate governance best practice, the new Board comprised 11 Directors, six of whom are independent non-executives. The review concluded that the Group would be best served with Dr Johannes Sittard remaining as Chairman. Felix Vulis agreed to withdraw his resignation to continue to act as ENRC’s Chief Executive Officer. These appointments were effective immediately. Mehmet Dalman was appointed as the Senior Independent Director and Terence Wilkinson, a highly experienced executive in the metals and mining industry, was appointed as a new independent non-executive Director.

The Nominations Committee was renamed the Nomination and Corporate Governance (NCG) Committee, with the additional responsibility of overseeing Group corporate governance.  Mr Mehmet Dalman, newly appointed Senior Independent Director, was appointed to this Committee, which is chaired by ENRC’s Chairman Dr Johannes Sittard. 

From a corporate governance perspective the revised Terms of Reference for the NCG Committee focuses on:

• Ensuring that the Group’s corporate governance facilitates efficient and effective management for the long- term success of the Group.
• Reviewing any departures from the UK Corporate Governance Code and ensure that explanations are given to shareholders and the market as to how actual practices are consistent with good corporate governance.
• Providing recommendations to the Board of proposals of the Company’s shareholders, shareholder representatives and other interested parties regarding corporate governance, including nomination of Directors.
• Giving due consideration to all applicable corporate governance regulations and guidance as appropriate.

Nomination and Corporate Governance (NCG) Committee members:

Gerhard Ammann
Marat Beketayev
Mehmet Dalman
Sir Paul Judge
Roderick Thomson