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Corporate Governance The Board of Sirius stated in the Prospectus published for Admission to AIM issued on 1 2005 that the Company is committed to: | * | Comply with the main provisions of the Combined Code on corporate governance, which the Directors intend to apply as appropriate to a company Sirius’s size;
| | * | Establish a Remuneration Committee comprising the Non-Executive Directors;
| | * | Establish an Audit Committee comprising the Non-Executive Directors;
| | * | Review regularly and manage key business and financial risks, in line with the Turnbull Report; and
| | * | Adopt and operate a share dealing code for Directors and applicable employees. |
Audit Committee “The Board recognises the importance of sound corporate governance and intends to ensure that the Company adopts policies and procedures which reflect the principles of Good Governance and Code of Best Practice as published by the Committee on Corporate Governance (commonly known as “the Combined Code”) as are appropriate to the Company’s size. The Company has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities. The Audit and Remuneration Committees consist of the Non Executive Directors. The Audit Committee determine the terms of engagement of the Group’s auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee receive and review reports from management and the Group’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee have unrestricted access to the Group’s auditors. Remuneration Committee The Remuneration Committee review the scale and structure of the executive directors’ and senior employees’ remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The remuneration and terms and conditions of the non executive directors are set by the entire board. AIM Rules Compliance The Board complies with Rule 21 of the AIM Rules relating to director’s dealings as applicable to AIM companies and will also take all reasonable steps to ensure compliance by all applicable employees. The Board complies with the provisions of the AIM Rules, which require the Nominated Adviser and the Company to maintain regular contact so as to enable: (i) the Nominated adviser to ensure the Company and the Directors continue to understand their obligations under the AIM Rules for Companies; and (ii) that the Nominated Adviser is kept up to date with developments at the Company.” Social Responsibility Sirius is conscious that mining operations need the active support of many stakeholders, . This includesfrom the Board, Management and staff of the Company together with to investors, professionals and the communities in which they Sirius operates. In addition Siirus and its partners recognise the wider overall resposnsibility to Miners recognise that they have wider obligations to the environment., too. Safety Mining is/can be a dangerous business. Sirius benefits from its relationship with Phelps Dodge, one of the world’s largest and most successful mining companies, in that it can apply the lessons of Phelps Dodge’s best practice to its own operations. Our employees will come to work knowing that, as far as is possible, they are being provided with a safe working environment and Sirius will do all it can to minimise the risk of suffering injury or contracting workplace related illness. Our commitment to safety is not limited to our employees, but covers our relationship with our neighbours – the communities in which we live and work. We will do all we can to ensure that we are operating safely, to protect their – and our – land, air and water. Environment Mining is one of the most strictly regulated industries in the world – not only to ensure workers’ safety but also, increasingly, to secure the safety of the environment. Modern mining methods respect the environment. But developing a natural resource does have environmental consequences. Sirius is committed to deploying the appropriate levels of resource, whether people, machinery or money, to protect our environment. This commitment is not just for the period of the mines’ active lives, but covers the long period of restitution after operations cease. Corporate Responsibility The Board of Sirius will regularly review its employment, purchasing and operating policies and intends at all times to abide by the relevant codes of best practice.
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