Corporate Governance

ECR Minerals plc (“ECR” or the “Company”) is registered in England and listed on AIM and will comply with the highest levels of UK listed Company Corporate Governance procedures as far as is practically possible.

The directors also note that companies are increasingly encouraged to provide details on their website and in their annual report of the recognised corporate governance code that the Company has decided to apply, how it complies with that QCA Code and, where it departs from this an explanation of the reasons for doing so. To the extent that ECR departs from any of the provisions of the QCA Code it will endeavour to provide details on its website or otherwise, and as appropriate. The Chairman is responsible for leading the Board to ensure that ECR has in place the strategy, people, structure and culture to deliver value to shareholders and other stakeholders of the Company over the medium to long term. The Board is conscious that the corporate governance environment is constantly evolving and the charters and policies under which it operates its business continue to be monitored and amended from time to time.

The QCA Code is based on ten principles that focus on the pursuit of medium to long term value for shareholders. The QCA has stated what it considers to be appropriate arrangements for growing companies and asks companies to provide an explanation about how they are meeting the principles through the prescribed disclosures. The directors have considered how we apply each principle in the context of the Company’s size, strategy, resources and stage of development, and below have provided an explanation of the approach taken in relation to each.

The Board considers that the Company has complied with all of the provisions of the QCA Code including, during the year, carrying out its own assessment of the Board’s performance.

Risk assessment and evaluation is an essential part of the Company’s planning and an important aspect of the Company’s internal control system. The Company strives to develop strong working relationships with its partners and suppliers in its various operating locations to manage and mitigate the operational risks.

The Company’s Managing Director, Mike Whitlow, is responsible for shareholder liaison. He holds regular meetings with major shareholders to maintain a dialogue between the Company and its investors. Private investor events and investor roadshows are organised by the Company’s brokers and public relations consultants, where the Managing Director and at times ECR’s Directors meet with current (and potential future) shareholders and brokers to update them on the Company’s progress.

The entire Board receives feedback following these meetings and any issues raised are discussed. By keeping open and transparent dialogue it can consider matters and discuss with shareholders in a positive and constructive way.

The Chairman and the Non‐Executive Director are available to meet with shareholders if required.

Annual general meetings are held, which all members have the right to attend, and during each annual general meeting, time is set aside specifically to allow questions from attending members to be addressed to the Board. As the Company is too small to have a dedicated investor relations department, the Managing Director is responsible for reviewing all communications received from members and determining the most appropriate response. In addition to these passive measures, the Managing Director plans to engage with members through investor shows once or twice each year.

All Directors receive regular industry and peer updates, to enable them to keep current on issues relevant to the Company and its shareholders.

The Company’s employees are one of the most important stakeholder groups and the Board recognises the need for two‐way communication with the workforce. The small size of the Company means that the Directors and senior managers are relatively accessible to all employees to provide and receive feedback.

With regard to corporate social responsibility, the Board is aware of the impact the activities of the Company and its subsidiaries may have on the communities in which they operate, and aims to ensure this impact is positive.

ECR ensures that it conducts business with its suppliers, and all stakeholders that are involved or affected by its business, according to rigorous ethical, professional and legal standards with fairness and integrity. This is embodied in our Anti-Corruption and Bribery Policy. Feedback from potential business partners and their customers is at present informal. The Company will contact customers, on an ad hoc basis, and it will provide verbal feedback where necessary to the Board.

Prioritised risk register – risks will be evaluated to establish root causes, financial and non-financial impacts and likelihood of occurrence. Consideration of risk impact and likelihood will also be taken into account to determine which of the risks should be considered as a principal risk. The effectiveness and adequacy of mitigating controls will then be assessed accordingly. If additional controls are required, these are identified, and responsibilities assigned. The Company’s Board will be responsible for monitoring the progress of actions to mitigate key risks. Key risks will be reported to the Audit and Risk Committee and at least once a year to the full Board;
Preparation of annual cash flow projections for approval by the Board and ongoing review of expenditure and cash flows;
Establishment of appropriate cash flow management and treasury policies for the management of liquidity, currency and credit risk on assets and liabilities;
Regular management meetings to review operating and financial activities; and
Recruitment of appropriately qualified and experienced staff to key positions.

Principle 5

Maintain the Board as a well-functioning, balanced team led by the Chair

The Board currently comprises of two executive and one non-executive director. Andrew Scott, the non-executive director, is considered by the Board to be independent. The QCA Code suggests that independence is a board judgement, but where there are grounds to question the independence of a director, through length of service or otherwise, this must be explained.

While Andrew Scott’s interest in the Company and share options are acknowledged, Andrew Scott’s interest in the Company is largely the result of the receipt of ordinary shares in lieu of cash as part of the Company’s salary sacrifice scheme, rather than the result of actively seeking an equity interest. With this in mind and noting that Andrew Scott is not an employee of the Company nor holds a business relationship with the Group, the Board is satisfied that he brings independent judgment to bear in his role as a non-executive director and is therefore able to resist inappropriate demands from executive directors.

The Board’s current composition, given that the Board only has one independent non-executive director, represents a departure from the recommendation in the QCA Code which states that a board should have at least two independent non-executive directors.

As noted in the Company’s announcement on 16 December 2024, ECR is considering the appointment of an additional non-executive director to the Board who is anticipated to be a second member of the Board’s committees.

The Company has constituted the following committees, each with formally delegated duties and responsibilities set out in respective written terms of reference:

Audit and Risk Committee; and
Nomination and Remuneration Committee.

Andrew Scott, the non-executive director, has agreed to chair the Audit and Risk Committee and the Nomination and Remuneration Committee.

The Board is responsible for the overall leadership and effective management of the Company, setting the Company’s values and standards, and ensuring maintenance of a sound system of internal control and risk management. The Board is also responsible for approving Company policy and its strategic aims and objectives as well as approving the annual operating and capital expenditure budgets. The Board supports the concept of an effective Board leading and controlling the Company and believes that its members have a well-established culture of strong corporate governance and internal controls that are appropriate and proportional to the Company’s culture, size, complexity and risk.

All directors bring a wide range of skills and international experience to the Board, which holds meetings on a regular and continuous bases. The Chairman is primarily responsible for the workings of the Board and for the running of the business and implementation of the Board strategy and policy. The Chairman is assisted in the managing of the business on a day-to-day basis by the Board and the Company’s key advisors.

The Board has a formal schedule of regular meetings where it approves major decisions and utilises its expertise to advise and influence the business. The Board will meet on other occasions as and when the business demands.

Board meeting attendance

	Maximum Possible	Meetings attended
Nick Tulloch	27	27
Mike Whitlow	27	27
Weili (David) Tang*	22	22
Dr Trevor Davenport**	26	26
Andrew Scott	27	27
Adam Jones***	24	21

The table above covers meetings from 1 October 2023 to 30 September 2024

* Resigned 15 July 2024
** Resigned 31 December 2024
*** Resigned 23 January 2024

The Board is supplied with appropriate and timely information in order to discharge its duties. The Board and its committees are supplied with full and timely information, including detailed financial information, to enable the directors to discharge their responsibilities. All directors have access to the advice and services of the company secretary, who is responsible for ensuring that Board procedures are followed, and that applicable rules and regulations are complied with. Independent professional advice is also available to directors in appropriate circumstances.

It is the responsibility of the Chairman to ensure that Board members receive sufficient and timely information regarding corporate and business issues to enable them to discharge their duties.

A detailed agenda is established for each scheduled meeting and appropriate documentation is provided to directors in advance of the meeting. Regular Board meetings provide an agenda that will include reports from the Chairman, the Managing Director, reports on the performance of the business and current trading, and specific proposals where the approval of the Board is sought.

In accordance with the Company’s Articles of Association, at every annual general meeting a director who (i) has been appointed during the year, (ii) has not stood for re-election at the previous two annual general meetings or (iii) is a non-executive director who has served for more than nine years, shall retire from office and shall put themselves forward for re-election.

Division of responsibilities

At the date of publication of this statement, the role of Chairman is fulfilled by Nick Tulloch, who is also an executive director on the Board. Although noting that this is a departure from the QCA Code, the Board has considered the efficacy of this and concluded that it is in the best interests of the Company and its shareholders on the basis of:

The Company’s relatively small size
Mr Tulloch’s involvement with both the UK and Australian offices
Mr Tulloch’s prior career in corporate finance and knowledge of corporate governance; and
Mr Tulloch being the only director resident in the UK.

As the Company grows in size, and has access to greater financial resources, it is the Board’s expectation that the Company’s headcount will expand along with its management team. It may in due course be appropriate to separate the roles of Chairman and executive director at a later date.

The Chairman

The Chairman is responsible for the running of the Company’s business for the delivery of the strategy for the Company, leading the management and/or advisory team and implementing specific decisions made by the Board to help meet shareholder expectations. He also takes the lead in strategic development, by formulating the vision and strategy for the Company.

The Chairman reports to each Board meeting on all material matters affecting the Company’s performance. Given the structure of the Board, and noting the fact that the Chairman and senior executive director roles are fulfilled by the same individual, the Board believes that no individual can disproportionately influence the Board’s decision making.

The Chairman also leads the Board, ensuring constructive communications between Board members and that all directors are able to play a full part in the activities of the Company. He is responsible for setting Board agendas and ensuring that Board meetings are effective and that all directors receive accurate, timely and clear information.

The Chairman also supports the Managing Director in the effective communication with shareholders and ensures that the Board understands the views of major investors and is available to provide advice and support to members of the executive team.

Non-executive directors

There is currently one non-executive director. The role of non-executive directors is to understand the Company in its entirety and constructively challenge strategy and management performance, set executive remuneration levels and ensure an appropriate succession planning strategy is in place. They must also ensure they are satisfied with the accuracy of financial information and that thorough risk management processes are in place. The non-executive director also assists the Board with issues such as governance, internal control, remuneration and risk management.

Effectiveness

Composition of the Board

The Board consists of three directors. Each year the Board will consider the independence and performance of its non-executive directors and will keep the market updated in accordance with the QCA Code.

Non-executive directors are appointed for an initial term of three years.

To ensure that they clearly understand the requirements of their role the Company has a letter of appointment in place with the non-executive director. Service contracts will also be entered into with any executive directors and/or senior executives as and when appropriate and so that they can clearly understand the requirements of the role and what is expected of them.

Commitment

Each director commits sufficient time to fulfil their duties and obligations to the Board and the Company. They attend Board meetings and join ad hoc Board calls and offer availability for consultation when needed. The contractual arrangements between the directors and the Company specify the minimum time commitments which are considered sufficient for the proper discharge of their duties. However, all Board members appreciate the need to commit additional time to the Company as and when required.

Non-executive directors are required to disclose prior appointments and other significant commitments to the Board and are required to inform the Board of any changes to their additional commitments.

Before accepting new appointments, non-executive directors are required to obtain approval from the Chairman. It is essential that no appointment causes a conflict of interest or impacts on the non-executive director’s commitment and time spent with the Company in their existing appointment.

Details of executive directors’ service contracts and the non-executive directors’ appointment letters are available for inspection at the Company’s registered office during normal business hours and can be made available at the AGM, on request.

Development

All newly appointed directors are provided with an induction programme which is tailored to their existing skills and experience, legal update on directors’ duties and one on one meetings with the other members of the Board and management team. The Board is informed of any material changes to governance, laws and regulations affecting the Company’s business.

Information and support

All directors have access to the advice and services of the company secretary and each director, and each Board committee member, may take independent professional advice at the Company’s expense, subject to approval and prior notification being given to the other non-executive directors and the company secretary.

The appointment and removal of the company secretary is a matter for the Board as a whole. The company secretary is accountable directly to the Board through the Chairman.

Principle 6

Ensure that between them the directors have the necessary up-to date experience, skills and capabilities

The individuals who have been appointed to the Board have been chosen because of the skills and experience they offer. The Directors are of the opinion that the Board comprises a suitable balance of resource sector, technical, financial, accounting, legal and public markets skills as well as experience of the Board as a whole and that the recommendations of the QCA Code have been implemented to an appropriate level. The members of the Board at the present time are listed earlier in this annual report, together with an outline of their experience, skills and personal qualities relevant to the Company’s business.

The diverse experience and expertise of the directors is intended to ensure that the Board has the skills and capabilities to manage the Company for the benefit of shareholders over the medium to long term.

The directors keep their skillsets up to date as required through the range of roles they perform with other companies and consideration of technical and industry updates by external advisors. The directors receive regular briefing papers on the operational and financial performance of the Company from the executives and senior management.

The Company has no specific advisers to the board other than its lawyers and AIM nominated adviser.

Principle 7

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Appointments to the Board

The Company has appointed a Nomination and Remuneration Committee.

The Committee is responsible for maintaining a Board of directors that is diverse and has an appropriate mix of skills, experience and knowledge to be an effective decision-making body, ensuring that the Board is comprised of directors who contribute to the successful management of the Company and discharge their duties having regard to the law and the highest standards of corporate governance, considering and recommending Board candidates for election or re-election and reviewing succession planning.

The Nomination and Remuneration Committee plans to undertake a detailed selection process as per the Group’s recruitment and diversity standards to appoint or re-appoint a director to the Board. Included in this process are appropriate reference checks which include but not limited to character reference and bankruptcy to ensure that the Board remains appropriate for that of a UK quoted company.

Evaluation of senior executives

Arrangements that are planned to be put in place by the Board, to monitor the performance of the Company’s executives, include:

A review by the Board of the Company’s financial performance;
Annual performance appraisal meetings incorporating analysis of key performance indicators with each individual to ensure that the level of reward is aligned with respective responsibilities and individual contributions made to the success of the Company;
An analysis of the Company’s prospects and projects; and
A review of feedback obtained from third parties, including advisors (where applicable).

Informal evaluations of the Chairman, Managing Director and other senior persons individual performance and overall business measures will be undertaken progressively and periodically throughout the financial period.

The Board is aware that the QCA Code recommends that the Board and its committees are evaluated on a yearly basis and, during the year, the Chairman plans to organise for the Directors to carry out their own assessment of the Board’s performance.

Principle 8

Promote a corporate culture that is based on ethical values and behaviours

The Board seeks to embody and promote a corporate culture that is based on sound ethical values and behaviours, something we see as being a cornerstone to a strong risk management programme.

Code of conduct

The Board acknowledges the need for continued maintenance of the highest standard of corporate governance practice and ethical conduct by all directors and employees of the Company.

The Board will evaluate and approve a code of conduct for directors, officers, employees and contractors, which describes the standards of ethical behaviour that are required to be maintained. The Company also plans to actively promote the open communication of unethical behaviour within the organisation.

Compliance with the code of conduct is envisaged as assisting the Company in effectively managing its operating risks and meeting its legal and compliance obligations as well as enhancing the Company’s corporate reputation.

The code of conduct describes the Company’s requirements on matters such as confidentiality, conflicts of interest, use of Company information, employment practices, compliance with laws and regulations and the protection and safeguarding of the Company’s assets.

An employee who breaches the code of conduct may face disciplinary action. If an employee suspects that a breach of the code of conduct has occurred or will occur, he or she must report that breach to the Chairman or the senior independent non-executive director, via a confidential “Whistle Blowing” process. No employee will be disadvantaged or prejudiced if he or she reports in good faith a suspected breach. All reports will be investigated, acted upon and kept confidential.

Creating a fair and inclusive culture

The Company promotes an inclusive, transparent and respectful culture. It recognises that its people are our greatest asset. Led by the values of responsibility, excellence and continuous improvement, integrity and trustworthiness, cooperation and engagement, empathy and fairness they apply their skills and expertise every day to ensure we operate both responsibly and successfully. A culture based upon sound ethical values and behaviours is an asset and source of competitive advantage. Key to this is recruiting and retaining key senior personnel.

The Company is an equal opportunity employer and seeks to hire, endorse and retain highly skilled people based on merit, competence, performance, and business needs. The Company is committed to employment policies which follow best practice, based on equal opportunities for all employees, irrespective of ethnic origin, religion, political opinion, gender, marital status, disability, age or sexual orientation.

Anti-bribery and anti-corruption

The Company has adopted an anti-corruption and bribery policy which will apply to the Board and employees of the Company. It will set out their responsibilities in observing and upholding a zero-tolerance position on bribery and corruption in all the jurisdictions in which the Company operates. It will also provide guidance to those working for the Company on how to recognise and deal with bribery and corruption issues and the potential consequences of failing to adhere to this guidance. The Company expects all employees, suppliers, contractors and consultants to conduct their day-to-day business activities in a fair, honest and ethical manner, be aware of and refer to this policy in all of their business activities worldwide and to conduct business on the Company’s behalf in compliance with it. Management at all levels are responsible for ensuring that those reporting to them, internally and externally, are made aware of and understand this policy.

The Company takes a zero-tolerance approach to acts of bribery and corruption by any directors, officers, employees and contractors. The Company will not offer, give or receive bribes, or accept improper payments to obtain new business, retain existing business or secure any advantage and will not permit others to do so on its behalf.

Dealings with company securities

The Company’s Share Dealing Policy is binding on all directors, persons discharging managerial responsibilities, officers and employees who are in possession of “inside information”. All such persons are prohibited from trading in the Company’s securities if they are in possession of ‘inside information’. Subject to this condition and trading prohibitions applying to certain periods, trading is permissible provided the relevant individual has received the appropriate prescribed clearance. The Board considers that the share dealing code is in compliance with the UK Market Abuse Regulations (“MAR”) and AIM requirements and continues to meet the requirements of the Board.

Health and Safety Policy

The Company’s objectives include observing the highest level of health and safety standards, developing its staﬀ to their highest potential and being a good corporate citizen in our chosen countries of operations.

The Company is committed to providing a safe working environment for its employees and anyone doing work on the Company’s behalf. The Board reviews and makes recommendations concerning risk, health and safety issues. The safety of ECR’s employees are principal elements of its business and are fundamental to the Company’s culture and engagement with its stakeholders. Health and safety is routinely covered at Board meetings during discussions on operations.

Principle 9

Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs. The roles of the Board are as follows:

To provide direction and entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risks to be appropriately assessed and managed;
To set the Company’s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives and review management performance;
To demonstrate ethical leadership, setting the Company’s value and standards and ensuring that its obligations to its shareholders and others are well understood;
To create a performance culture that drives value creation without exposing the Company to excessive risk or value destruction;
To be accountable, and make well-informed and high-quality decisions based on a clear understanding of the Company’s broader goals and specific objectives;
To create the right framework for helping directors meet their statutory duties under the Companies Act 2006, and/or any other relevant statutory and regulatory regimes; and
To promote its governance arrangements and embrace the evaluation of their effectiveness.

Internal controls

In applying the principle that the Board should maintain a sound system of internal controls to safeguard shareholders’ investment and the Company’s assets, the directors recognise that they have overall responsibility for ensuring that ECR maintains systems to provide them with reasonable assurance regarding effective and efficient operations, internal control and compliance with laws and regulations and for reviewing the effectiveness of that system. However, there are inherent limitations in any system of control and accordingly even the most effective system can provide only reasonable and not absolute assurance against material misstatement or loss, and that the system is designed to manage rather than eliminate the risk of failure to achieve the business objectives.

The key features of the internal control system are described below:

Control environment

The Company is committed to high standards of business conduct and seeks to maintain these standards across all of its operations. There are also policies in place for the reporting and resolution of suspected fraudulent activities. The Company has an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve its objectives.

Risk management and internal control

The Board is committed to carrying out a robust assessment of the principal risks facing the Company on a regular basis. The Board is responsible for the identification and evaluation of key risks applicable to their areas of business. These risks are assessed on a continual basis and may be associated with a variety of internal and external sources, including infringement of intellectual property, investment risk, staff retention, disruption in information systems, natural catastrophe and regulatory requirements.

The Group also plans to implement periodic operational/strategic reviews and annual plans. The Board will then actively monitor performance against the plan. Forecasts and operational results will also be consolidated and presented to the Board on a regular basis. Through these mechanisms, performance will be continually monitored, risks identified in a timely manner, their financial implications assessed, control procedures re-evaluated and corrective actions agreed and implemented.

Main control procedures

The Company has implemented control procedures designed to ensure complete and accurate accounting for financial transactions and to limit the exposure to loss of assets and fraud. Measures taken include segregation of duties and reviews by management. There are clear and consistent procedures in place for monitoring the system of internal financial controls. The Board considers the internal control system to be adequate for the Company.

Financial and business reporting

It is the responsibility of the Board to ensure that the accounts are prepared and submitted. The Board will also act to ensure that these documents will provide the necessary information in order for shareholders to assess the Group’s performance, business model and strategy.

The Chairman will provide, at the end of each six-monthly period, a formal statement to the Board confirming that the Group’s financial reports present a true and fair view, in all material respects, and that the Company’s financial condition and operational results have been prepared in accordance with the relevant accounting standards.

Board committees

The Company has established an Audit and Risk Committee and a Nomination and Remuneration Committee, both of which will have formally delegated duties and responsibilities. The minutes of all sub-committees will be circulated for review and consideration by all relevant directors, supplemented by oral reports from the respective committee chairs at Board meetings.

Audit and Risk Committee

The Company has an Audit and Risk Committee comprised of Andrew Scott. The duties of the Audit and Risk Committee include the review of the accounting principles, policies and practices adopted in preparing the ﬁnancial statements, internal control and risk management processes and the review of the Company’s ﬁnancial results. The Audit and Risk Committee considers the need for an internal audit function, reviews the risk management policies and procedures and is responsible for ensuring that adequate insurance cover is in place for identiﬁable risks.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee comprised of Andrew Scott. The Nomination Committee is responsible for reviewing the structure, size and composition of the Board and making recommendations to the Board with regard to any changes required. It is responsible for locating appropriate senior candidates and conducting initial interviews and submitting recommendations on any appointment to the Board.

Due to the nature of the size of the Company all major operational decisions are reserved for the Board. For the same reason, matters delegated to committees of the Board have been dealt with during the course of ordinary board meetings, with no separate meetings having been held during the year for the individual committees. The appropriateness of the Company’s governance structures will be reviewed as the Company evolves, and changes made as necessary.

Principle 10

Communicate how the Company is governed and is performing by maintaining a dialogue with Shareholders and other relevant stakeholders

Dialogue with shareholders

The Company places considerable importance on effective communications with shareholders.

The Company’s communication strategy requires communication with shareholders and other stakeholders in an open, regular and timely manner so that the market has sufficient information to make informed investment decisions on the operations and results of the Company. The strategy provides for the use of systems that ensure a regular and timely release of information about the Company is provided to shareholders.

The Company also posts all reports, stock exchange announcements and media releases and copies of significant business presentations on the Company’s website.

Constructive use of the AGM

The Board encourages full participation of shareholders at the AGM to ensure a high level of accountability and understanding of the Company’s strategy and goals. The Company provides information in the notice of meeting that is presented in a clear, concise and effective manner. Shareholders are provided with the opportunity at general meetings to ask questions in relation to each resolution before they are put to the vote and discussion is encouraged by the Board.

Directors are usually available at and following general meetings when shareholders have the opportunity to ask questions on the business of the meeting. Specifically, the Chairman of the Audit Committee and the Chairman of the Remuneration Committee is available in person or by conference call at the AGM to answer questions from shareholders.

Diversity policy

The Company is committed to an inclusive workplace that embraces and promotes diversity. It is the responsibility of all directors, officers, employees and contractors to comply with the Company’s diversity policy and report violations or suspected violations in accordance with this diversity policy.

The Company recognises the value of a diverse work force and believes that diversity supports all employees reaching their full potential, improves business decisions, business results, increases stakeholder satisfaction and promotes realisation of the Company’s vision.

Diversity may result from a range of factors including but not limited to gender, age, ethnicity and cultural backgrounds. The Company believes these differences between people add to the collective skills and experience of the Company and ensure it benefits by selecting from all available talent.

Company and individual expectations

The Company recognises its own and individual expectations to:

Ensure diversity is incorporated into the behaviours and practices of the Company;
Facilitate equal employment opportunities based on job requirements only using recruitment and selection processes which ensures we select from a diverse pool;
Engage professional search and recruitment firms when needed to enhance our selection pool;
Help to build a safe work environment by acting with care and respect at all times, ensuring there is no discrimination, harassment, bullying, victimisation, vilification or exploitation of individuals or groups;
Develop flexible work practices to meet the differing needs of our employees and potential employees;
Attract and retain a skilled and diverse workforce as an employer of choice;
Enhance customer service and market reputation through a workforce that respects and reflects the diversity of our stakeholders and communities that we operate in;
Make a contribution to the economic, social and educational well‐being of all of the communities it serves;
Meet the relevant requirements of domestic and international legislation appropriate to the Company’s operations;
Create an inclusive workplace culture; and
Establish measurable diversity objectives and monitor and report on the achievement of those objectives annually.

Market disclosure

The Company is subject to parallel obligations under the AIM Rules and MAR, in relation to the disclosure and control of price sensitive information. The Company has obligations under corporate and securities laws and stock exchange rules to keep the market fully informed of information which may have a material effect on the price or value of Company’s securities and to correct any material misrepresentation, mistake or misinformation in the market. The Company takes continuous disclosure seriously and requires that all of its directors, officers, employees and contractors observe and adhere to the Company’s procedures and policies governing compliance with all laws pertaining to continuous disclosure, tipping off and insider trading.

The Company is in the process of establishing a formal Disclosure Policy to address its continuous disclosure obligations and arrangements. The objectives of the Disclosure Policy will be to ensure that:

The communications of the Company with the public are timely, factual and accurate and broadly disseminated in accordance with all applicable legal and regulatory requirements;
Non-publicly disclosed information remains confidential; and
Trading of the Company’s securities by directors, officers and employees of the Company and its subsidiaries remains in compliance with applicable securities laws.

The Disclosure Policy will also provide advice to all directors, officers, employees and contractors of the Company of their responsibilities regarding their obligation to preserve the confidentiality of undisclosed material information while ensuring compliance with laws respecting timely, factual, complete and accurate continuous disclosure, price sensitive or material information, tipping off and insider trading. The Disclosure Policy will also cover disclosures in documents filed with the securities regulators and stock exchanges and written statements made in the Company’s annual and half-yearly reports, news releases, letters to shareholders, presentations by senior management and information contained on ECR‘s website and other electronic communications. It extends to oral statements made in meetings and telephone conversations with analysts and investors, interviews with the media as well as speeches, press conferences and conference calls.

If there is misuse of price sensitive or material information not yet disclosed to the market by trading or breach in confidentiality, extremely serious penalties may apply to the individual or individuals involved. If you do not allow these cookies we will not know when you have visited our site, and will not be able to monitor its performance.

Corporate Governance

Introduction

Principle 1

Establishing a strategy and business model to promote long-term value for shareholders

Principle 2

Seek to understand and meet shareholder needs and expectations

Principle 3

Take into account wider stakeholder and social responsibilities and their implications for long-term success

Principle 4

Embed effective risk management, considering both opportunities and threats, throughout the organisation

Principle 5

Maintain the Board as a well-functioning, balanced team led by the Chair

Division of responsibilities

The Chairman

Non-executive directors

Effectiveness

Principle 6

Ensure that between them the directors have the necessary up-to date experience, skills and capabilities

Principle 7

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Principle 8

Promote a corporate culture that is based on ethical values and behaviours

Principle 9

Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

Principle 10

Communicate how the Company is governed and is performing by maintaining a dialogue with Shareholders and other relevant stakeholders