Corporate Governance

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This information on Corporate Governance has been extracted from the Annual Report published on 30 April 2009. It is followed by the results of the AGM held on 11 June 2009

The company has adopted the Guidance for Smaller Quoted Companies published by the Quoted Companies Alliance (QCA). The QCA provides guidance to companies outside the FTSE 350 index, referred to generally as SQCs. The QCA’s guidance covers the implementation of the Combined Code on Corporate Governance for SQCs and the paragraphs below set out how the company has applied this guidance during the year. The company has complied with the QCA’s guidance throughout the year.

Principals of corporate governance
The group’s Board appreciates the value of good corporate governance not only in the areas of accountability and risk management, but also as a positive contribution to business prosperity. The Board endeavours to apply corporate governance principals in a sensible and pragmatic fashion having regard to the individual circumstances of the group’s business. The key objective is to enhance and promote shareholder value.

Board structure
During the year the Board comprised the executive chairman, the managing director, two other executive directors, and two non-executive directors. Their details appear on page 24. The Board is responsible to shareholders for the proper management of the group. A statement of directors’ responsibilities in respect of the accounts is set out on page 29.

The non-executive directors have a particular responsibility to ensure that the strategies proposed by the executive directors are fully considered. To enable the Board to discharge its duties, all directors have full and timely access to all relevant information and there is a procedure for all directors, in furtherance of their duties, to take independent professional advice, if necessary, at the expense of the group. The Board has a formal schedule of matters reserved to it and meets bi-monthly. It is responsible for overall group strategy, approval of major capital expenditure projects and consideration of significant financing matters.

The following committees, which have written terms of reference, deal with specific aspects of the group’s affairs:

The nomination committee is chaired by C A Joll and comprises the non-executive directors and the executive chairman. The committee is responsible for proposing candidates for appointment to the Board, having regard to the balance and structure of the Board. In appropriate cases recruitment consultants are used to assist the process. All Directors are subject to re-election at least every three years.

The audit committee comprises the two non-executive directors and is chaired by C A Joll. Its prime tasks are to review the scope of external audit, to receive regular reports from PKF and to review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on accounting policies and areas of management judgment and estimation. The committee is responsible for monitoring the controls which are in force to ensure the integrity of the information reported to the shareholders The committee acts as a forum for discussion of internal control issues and contributes to the Board’s review of the effectiveness of the group’s internal control and risk management systems and processes. The committee also considers the need for an internal audit function. It advises the board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the external auditors. The committee, which meets formally at least once a year, provides a forum for reporting by the group’s external auditors. Meetings are also attended, by invitation, by the managing director and director of finance.

The audit committee also undertakes a formal assessment of the auditors’ independence each year which includes:
a review of non-audit services provided to the group and related fees;
discussion with the auditors of a written report detailing all relationships with the company and any other parties that could affect independence or the perception of independence;
a review of the auditors’ own procedures for ensuring the independence of the audit firm and partners and staff involved in the audit, including the regular rotation of the audit partner; and
obtaining written confirmation from the auditors that, in their professional judgement, they are independent.

The audit committee report is set out on page 28.

An analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in note 5 to the financial statements.

Performance evaluation – board, board committees and directors
The performance of the board as a whole and of its committees and the non-executive directors is assessed by the chairman and the managing director and is discussed with the senior independent director. Their recommendations are discussed at the nomination committee prior to proposals for re-election being recommended to the board. The performance of executive directors is discussed and assessed by the remuneration committee. The senior independent director meets regularly with the chairman and both the executive and non-executive directors individually outside of formal meetings. The directors will take outside advice in reviewing performance but have not found this necessary to date.

Board and board committee meetings
The number of meetings during 2008 and attendance at regular board meetings and board committees was as follows:

		Meetings held	Meetings attended
M A Heller	Board	5	5
	Nomination committee	0	0
A R Heller	Board	5	5
	Nomination committee	2	2
R J Grobler	Board (appointed 22 April 2008)	3	1
C A Joll	Board	5	5
	Audit Committee	2	2
	Nomination committee	0	0
	Remuneration committee	1	1
T M Kearney	Board	5	5
	Audit Committee	2	2
J A Sibbald	Board	5	5
	Audit Committee	2	2
	Nomination committee	0	0
	Remuneration committee	1	1

The audit committee had two meetings in 2008 with the external auditors present, prior to release of the 2007 annual results. Members of the committee discussed the 30 June 2008 half year results prior to their approval by the full Board. The business of the nomination committee was dealt with at Board meetings and the committee held no individual meetings.

Independent Directors
The senior independent non-executive director is Christopher Joll. The other independent non-executive director is John Sibbald. Christopher Joll is a minority shareholder and director of BLJ Financial Limited, a company which provides financial public relations services to the company on an ad hoc basis in relation to specific transactions.

John Sibbald has been a director for over twenty years. For these reasons the criteria for independence set out in the Combined Code are not entirely met. However the Board considers that Mr Joll and Mr Sibbald are both independent directors and that their independence is not impaired by their failure to meet these criteria.

The independent directors regularly meet prior to Board meetings to discuss corporate governance issues.

Internal control
The directors are responsible for the group’s system of internal control and review of its effectiveness at least annually. The Board has designed the group’s system of internal control in order to provide the directors with reasonable assurance that its assets are safeguarded, that transactions are authorised and properly recorded and that material errors and irregularities are either prevented or would be detected within a timely period. However, no system of internal control can eliminate the risk of failure to achieve business objectives or provide absolute assurance against material misstatement or loss.

The key elements of the control system in operation are:

The Board meets regularly with a formal schedule of matters reserved to it for decision and has put in place an organisational structure with clear lines of responsibility defined and with appropriate delegation of authority;
There are established procedures for planning, approval and monitoring of capital expenditure and information systems for monitoring the group’s financial performance against approved budgets and forecasts;
UK property and financial operations are closely monitored by members of the Board and senior managers to enable them to assess risk and address the adequacy of measures in place for its monitoring and control. The South African operations are closely supervised by the UK based executives through daily, weekly and monthly reports from the directors and senior officers in South Africa. This is supplemented by frequent visits by the UK executives to the South African based operations which include checking the integrity of information supplied to the UK. The directors are guided by “Internal Control Guidance for Directors on the Combined Code” as issued by the Institute of Chartered Accountants in England and Wales.

During the period, the audit committee has reviewed the effectiveness of internal control as described above. The Board receives periodic reports from all its committees.

There are no significant issues disclosed in the report and financial statements for the year ended 31 December 2008 and up to the date of approval of the report and financial statements that have required the Board to deal with any related material internal control issues. The directors confirm that the Board has reviewed the effectiveness of the system of internal control as described during the period

Communication with shareholders
Communication with shareholders is given a high degree of priority. Extensive information about the group and its activities is given in the Annual Report and Accounts, and the Half-year Report, which are sent to shareholders. Further information is available on the company’s website, www.bisichi.co.uk. There is a regular dialogue with institutional investors. Enquiries from individuals on matters relating to their shareholdings and the business of the group are dealt with informatively and promptly.

Annual General Meeting - 11 June 2009
The Notice of the AGM was published in the Annual Report for the year ended 31 December 2009 Pages 62 to 64.

The annual general meeting was held at the Company’s offices at 30-35 Pall Mall, London SW1Y 5LP on 11 June 2009 at 11.00 a.m. The board recommended that shareholders vote in favour of all of the resolutions.

A special resolution was proposed at the Annual General Meeting in respect of the disapplication of pre-emption rights:

Disapplication of pre-emption rights
Shares allotted for cash must normally first be offered to shareholders in proportion to their existing shareholdings. The directors will, at the forthcoming Annual General Meeting of the company (Resolution 10), seek power to allot shares as if the pre-emption rights contained in Section 89(1) of the Companies Act 1985 did not apply up to a maximum of 10% of the company’s issued share capital. The authority will expire at the earlier of the conclusion of the company’s next annual general meeting and 15 months from the passing of Resolution 10.

The results of the AGM were announced on 11 June with proxy voting figures as follows:

Bisichi Mining PLC (“the Company)
The Company is pleased to announce that at the Company’s 97th Annual General Meeting held on 11 June 2009 at 30-35 Pall Mall, London SW1Y 5LP all ordinary and special resolutions concerning ordinary business were duly passed.

Proxy votes were as follows:

ORDINARY RESOLUTIONS

Resolution 1	*To approve and adopt the company's annual report & accounts for the year ended 31 December 2008*

	Votes		Votes
	Those in favour:	5,808,340	Discretion	6,823
	Those against	0	Withheld	0

Resolution 2	To approve the remuneration report for the year ended 31 December 2008.

	Votes		Votes
	Those in favour:	5,693,755	Discretion	6,340
	Those against	115,068	Withheld	52,500

Resolution 3	To declare & approve a dividend of 3.5 pence per share.

	Votes		Votes
	Those in favour:	5,808,340	Discretion	6,340
	Those against	0	Withheld	0

Resolution 4	To appoint as a director Mr Robert Grobler.

	Votes		Votes
	Those in favour:	5,755,840	Discretion	6,823
	Those against	0	Withheld	52,500

Resolution 5	To re-elect as a director Mr Andrew Heller

	Votes		Votes
	Those in favour:	5,755,823	Discretion	6,823
	Those against	500	Withheld	0

Resolution 6	To re-elect as a director Mr Christopher Joll

	Votes		Votes
	Those in favour:	5,545,624	Discretion	6,823
	Those against	60,216	Withheld	202,500

Resolution 7	To re-elect as a director Mr John Sibbald

	Votes		Votes
	Those in favour:	5,605,840	Discretion	6,823
	Those against	0	Withheld	202,500

Resolution 8	To appoint PKF(UK) LLP as auditors to hold office from the conclusion of this meeting until the conclusion of the next AGM.

	Votes		Votes
	Those in favour:	5,808,607	Discretion	6,340
	Those against	216	Withheld	0

Resolution 9	To authorise the directors to determine the remuneration of the auditors.

	Votes		Votes
	Those in favour:	5,808,124	Discretion	6,823
	Those against	0	Withheld	216

SPECIAL RESOLUTION
Resolution 10	*To empower the directors to dis-apply statutory pre-emption rights.*

	Votes		Votes
	Those in favour:	5,738,313	Discretion	23,434
	Those against	53,416	Withheld	0

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