CORPORATE GOVERNANCE PRACTICE

The Board of Directors (the “Board”) of IRC is committed to promoting good corporate governance to safeguard the interests of the shareholders and to enhance the Group’s performance. The Group believes that conducting its businesses in an open and responsible manner and following good corporate governance practices serve its long-term interests and those of its shareholders.

The Board as a whole is responsible for performing the corporate governance duties and ensuring compliance with the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”). The Company has applied the principles of the Corporate Governance Code (the “CG Code”) as stated in Appendix 14 to the Listing Rules to its corporate governance structure and practices as described in this report. The Board reviews at least annually the corporate governance practices of the Company to ensure its continuous compliance with the CG Code and make appropriate changes if considered necessary. The Board oversaw the work of the Audit Committee, Remuneration Committee, Nomination Committee and Health, Safety and Environment Committee and reviewed the effectiveness of the Group’s risk management and internal control systems.

As part of its responsibility for corporate governance, the Board reviewed the Company’s corporate governance policies and procedures and the Company’s compliance with the CG Code and the disclosure in this report, reviewed the training provided to directors and senior management and Group materials provided to employees and directors and reviewed the Group’s policies and practices on compliance with legal and regulatory requirements.

 

Board of Directors

The Board provides leadership and supervises the overall direction of the Group’s businesses. The Board plays a critical role in ensuring that the Company’s corporate governance best serves the Company’s interest in building a sustainable business. Under the leadership of the Chairman, the Board cultivates good governance as the cornerstone of the Company’s corporate culture.

Board Size, Composition and Appointments

As at 31 December 2021, the Board comprised seven Directors with one Executive Director and six Non-Executive Directors, of which four of them – representing more than half of the Board – are Independent Non-Executive Directors. The names of the directors, by category, are set out in the Directors’ Report. The number of Independent Non-Executive Directors meets the requirements under Rules 3.10(1) and 3.10A of the Listing Rules. One of the Independent Non-Executive Directors possess the appropriate professional qualifications or related financial management expertise, meeting the requirement under Rule 3.10(2) of the Listing Rules. Each of the Independent Non-Executive Directors has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Each Member of the Board ensures that he can give sufficient time and attention to the affairs of the Company and contribute to the development of the Company’s strategy and policies through independent, constructive and informed comments. Each Member of the Board is required to confirm his other directorships, major appointments and interests to the Company. None of the Members of the Board holds seven (or more) directorships in listed companies (including the Company) or holds any cross directorships or has significant links with other Members of the Board through involvements in other companies or bodies.

The Board selects Independent Non-Executive Directors based on their qualification and experience and hence their ability to contribute to the affairs of the Group, and of overriding importance is their possession of a mindset that is independent and constructively challenges management’s views. The Non-Executive Directors (including the Independent Non-Executive Directors) are appointed for a specific term not exceeding three years and are subject to retirement by rotation. Daniel Rochfort Bradshaw, and Jonathan Eric Martin Smith have served as Independent Non-Executive Directors of the Company for more than 9 years. Consideration was given to the independence of these directors. During the years of appointment, they have demonstrated their abilities to provide an independent view to the Company’s matters and were free from any business or other relationship which could interfere with their ability to discharge their duties effectively. Their familiarity with the business and the industry over the years has enabled them to contribute to the management of the risks involved as well as add to the diversity of the skills and perspectives of the Board. The Board believes that the long tenure of those Independent Non-Executive Directors does not compromise their independence but instead brings significant positive qualities.

The Board considers that the Independent Non-Executive Directors who have served for more than 9 years are capable of bringing fresh perspectives and independent judgment to the Board for various reasons, including their respective industry expertise, commitment to training and other continuous professional development activities and because none of these Independent Non-Executive Directors have ever been involved in the management of the Group nor do they have any relationship which could interfere with their independence. Nonetheless, the Board and the Nomination Committee recognise the necessity for Board refreshment and succession planning. Accordingly, when considering the re-appointment of Independent Non-Executive Directors, the Nomination Committee also identifies new potential candidates to be appointed as Independent Non-Executive Directors.

Notwithstanding their years of service as Independent Non-Executive Directors of the Company, the Nomination Committee and the Board, having regard to the criteria under Rule 3.13 of the Listing Rules, are of the view that Messrs Bradshaw and Martin Smith are able to continue to fulfill their role as required. Independent Non-Executive Directors are identified as such in all corporate communications containing the names of the Directors. An updated list of the directors identifying the Independent Non-Executive Directors and the roles and functions of the directors is maintained on the websites of the Company and the Stock Exchange. The roles of the chairman and the chief executive officer are separated and are performed by Peter Hambro and Yury Makarov, respectively.

As at 31 December 2021, a total of four Independent Non-Executive Directors have been appointed. The Board has been seeking and will continue to periodically seek new Independent Non-Executive Directors to join the Board, so as to sustain its source of independent views.

There is no relationship (including financial, business, family or other material/relevant relationships) between board members and in particular, between the chairman and the chief executive.

Balance, Diversity and Skills

The Company recognises the importance of diversity among its Board members, which not only contributes to the effectiveness of the Board but also to the success of the Group’s business. IRC’s Non-Executive Directors (including the Independent Non-Executive Directors) have diverse backgrounds in areas such as economics, finance, business management, professional practices, and mining management. The Board remains committed to ensuring that the selection of candidates for Board appointments is based on a range of diverse perspectives, including nationality, age, professional background, skills, knowledge and experience.

The Board believes that the balance between Executive and Non-Executive Directors is reasonable and adequate to provide sufficient checks and balances that safeguard the interests of shareholders and the Group. The Non-Executive Directors provide the Group with diverse expertise and experience. Their views and participation in Board and committee meetings bring independent judgement and advice on issues relating to the Group’s strategies, performance, conflicts of interest and management process, ensuring that the interests of all shareholders are taken into account. Following the re-designation of Danila Kotlyarov from a Non-Executive Director to an Executive Director and the appointment of Dmitry Dobryak as Independent Non-Executive Director in March 2022, one Executive Director and two Independent Non-Executive Directors possess the appropriate professional accounting qualifications or related financial management expertise as required under the Listing Rules.

As of 31 December 2021, the gender ratio in the workforce (including senior management) is approximately 70% male and 30% female. The Group provides equal opportunity to all employees regardless of gender, race, age, nationality, religion, sexual orientation, disability, and other aspects of diversity and are against any forms of discrimination.

Training and Continuous Professional Development

The Group provides briefings and other training to develop and refresh the directors’ knowledge and skills. The Group, together with its legal counsel and external auditors, continuously update directors on the latest developments regarding the Listing Rules and other applicable regulatory requirements, to ensure compliance and enhance their awareness of good corporate governance practices.

During the year, the Company organised a formal training session for the directors of the Company. The training session covered topics including updates on Listing Rules and the corporate governance environment.

Regular Meetings

The Board meets regularly to review the Group’s operational performance, financial statements, any material investments, dividend policy, major financings, treasury policies and changes in accounting policies. All directors have access to board papers and related materials which are provided in a timely manner, and are able to include matters in the agenda for board meetings. For the year ended 31 December 2021, the Chairman of the Company held a number of meetings with the Non-Executive Directors (including the Independent Non-Executive Directors) without the presence of the Executive Director.

The Board held eight meetings in 2021. The attendance of individual directors at board meetings (as well as committee meetings and the annual general meeting) is set out in the table on page 94.

Company Secretary

The Company Secretary supports the Chairman, the Board and the Board Committees by ensuring good information flow and that the policies and procedures of the Board are followed. The Company Secretary advises the Board on governance matters and facilitates the induction and professional development of Directors. The Company Secretary is an employee of the Company and is appointed by the Board. All Directors may call upon the Company Secretary for advice and assistance at any time in respect to their duties and the effective operation of the Board and Board Committees. The Company Secretary also plays an essential role in the relationship between the Company and its shareholders, including assisting the Board in discharging its obligations to shareholders pursuant to the Listing Rules. The Company Secretary has taken no less than 15 hours of relevant professional training in the year ended 31 December 2021 in accordance with the requirement under Rule 3.29 of the Listing Rules.

For more details, please refer to the Company's 2021 Annual Report, page 81 to 98.

 

Terms of Reference of the Remuneration Committee

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Terms of Reference of the Nomination Committee

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Terms of Reference of the Audit Committee

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Terms of Reference of the Health, Safety & Environment Committee

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List of Directors and their Role and Function

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Directors of Subsidiaries

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Articles of Association

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Shareholders’ Rights

Subject to applicable legislation and regulations, including the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), the Listing Rules, and the Articles of Association of the Company as amended from time to time, the shareholders of the Company may put forward proposals at a general meeting and convene general meetings in accordance with the following procedures:

1. Procedures for putting forward proposals at the annual general meeting ("AGM")
The following persons (the "requisitionists") are entitled to put forward a proposal (which may properly be put to the meeting) for consideration by the shareholders at an AGM:

Shareholder(s) representing at least 2.5% of the total voting rights of all shareholders at the date of the requisition having the right to vote on that resolution at the AGM; or at least 50 shareholders at the date of the requisition having the right to vote on that resolution at the AGM.

Such a request must be received by the Company not less than 6 weeks before the AGM to which the request relates; or if later, the time at which notice is given of the AGM.

The request to put forward a proposal at the AGM may be accompanied by a statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution to be dealt with at the meeting or the business to be dealt with at that meeting.

Both the request to put forward a proposal for consideration at the AGM and/or any written statement may be sent to the Company in hard copy or electronic form (including by depositing such document(s) at 6H, 9 Queen’s Road Central, Hong Kong, the registered office of the Company, for the attention of the Company Secretary.

The request may be verified with the Company's share registrar and upon their confirmation that the written request is proper and in order (where such verification is sought), the Company Secretary will report back the request to the Board of Directors to include the resolution in the agenda for the AGM. If the written request has been verified as not in order, the requisitionists will be advised of this outcome and accordingly, the proposed resolution will not be included in the agenda for the AGM.

The expenses of circulating members’ statements relating to the proposed resolutions or other business to be dealt with at an AGM will be borne by the Company, if such requisitions are received in time for sending with the notice of the meeting. Otherwise, the expenses will be paid by the requisitionist(s) concerned. The requisitionists should deposit or tender, not later than 7 days before the AGM, a sum reasonably sufficient to meet the Company’s expenses in complying with such request.

2. Procedures for Shareholders to propose a person for election as a Director
If a shareholder wishes to propose a person other than a Director of the Company (the “Director”) for election as a Director, the shareholder must deposit a written notice (the “Notice”) to the registered office of the Company at: 6H, 9 Queen’s Road Central, Central District, Hong Kong, for the attention of the Company Secretary.

The Notice must state clearly the name of the shareholder and his/her/their shareholding, the full name of the person proposed for election as a Director, including the person’s biographical details as required by Rule 13.51(2) of the Listing Rules, and be signed by the shareholder concerned (other than the person to be proposed). The Notice must also be accompanied by a letter of consent signed by the person proposed to be elected on his/her willingness to be elected as a Director.

The period for lodgement of the Notice will commence no earlier than the day after the despatch of the notice by the Company of the relevant general meeting and end no later than 7 days prior to the date of such general meeting. If the Notice is received after the despatch of the notice of meeting, the Company will need to consider the adjournment of the general meeting in order to give shareholders requisite notice of the proposal.

The Notice may be verified with the Company's share registrar and upon their confirmation that the request is proper and in order (where such verification is sought), the Company Secretary will ask the nomination committee of the Company and the Board of Directors of the Company to consider including the resolution in the agenda for the general meeting proposing such person to be elected as a Director.

3. Procedures for convening a general meeting ("GM") by Shareholders
Shareholder(s) representing at least 5% of the total voting rights of all the shareholders having the right to vote at GMs may request the Company to convene a GM. The request may be sent to the Company in hard copy or in electronic form (including by depositing such document(s) at 6H, 9 Queen’s Road Central, Hong Kong, the registered office of the Company, for the attention of the Company Secretary).

The written request:
- must state the general nature of the business to be dealt with at the meeting;

- may include the text of a resolution that may properly be moved and is intended to be moved at the meeting; and

- must be authenticated by the person or persons making it.

The request may be verified with the Company's share registrar and upon their confirmation that the written request is proper and in order (where such verification is sought), the Company Secretary will ask the Board of Directors to convene a GM by serving sufficient notice in accordance with the statutory requirements to all the registered shareholders. On the contrary, if the written request has been verified as not in order, the requisitionists will be advised of this outcome and accordingly, a GM will not be convened as requested.

Where, within 21 days after receipt of the requisition, the Directors of the Company do not proceed to convene a GM, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the date on which the Directors became subject to the requirement to convene a GM.

4. Notice Periods
The notice periods to consider business proposed by requisitionists are:

14 clear days' notice in writing, where the requisitionist(s) has requested the Company convene a GM or proposed a person for election as a director of the Company at a GM; or

10 business days' notice in writing, where the requisitionist(s) has proposed a person for election as a director of the Company at an AGM after the notice of meeting was despatched.

Additionally, the Company needs to be given at least 28 days' notice in writing of the intention to move a resolution which requires the serving of special notice under the Companies Ordinance, including a resolution to remove from office a director.

5. Contact Details
Shareholders may send their enquiries and concerns to the Company through the Company Secretary by writing to the following address:

Company Secretary
IRC Limited
6H, 9 Queen’s Road Central,
Hong Kong

The Company Secretary will forward the communications to the appropriate party or executive.