Corporate Governance Statement
The Board currently comprises the Chairman, one Executive Director, four independent Non-Executive Directors and one Non-Executive Director. Chairman Adonis Pouroulis is not considered to be independent as he is the founder of the Company and a significant shareholder.
Rainbow Rare Earths Limited is a Guernsey-registered company, trading throughout the Year on the standard list of the main market of the London Stock Exchange. Subsequent to the changes to the UK Listing Regime, effective 29 July 2024, the Company’s shares are now in the Equity shares (transition) Financial Conduct Authority listing category.
As a result of the Company’s listing category the UK Corporate Governance Code published by the Financial Reporting Council does not apply. However, the Directors recognise the importance of effective corporate governance and have implemented corporate governance practices with consideration to the recommendations and principles of the UK Corporate Governance Code in so far as is appropriate for a Company of Rainbow’s size and stage of development.
The Board oversees the performance of the Group’s activities, and comprises experienced board members who have held senior positions in a number of public and private companies.
The Board is responsible to Shareholders for the proper management of the Group. The Non-Executive Directors have particular responsibility to ensure that the strategies proposed by the Executive Director are carefully considered.
The Board meets regularly and, prior to such meetings taking place, an agenda and board papers are circulated to the Directors so that they are adequately prepared for the meetings. To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information. There is no agreed formal procedure for the Board (or members thereof) to seek independent professional advice but, pursuant to their letters of appointment, the Non-Executive Directors may, where appropriate, take independent professional advice at the Group’s expense.
In accordance with the Company’s Articles of Associations, the Directors submit themselves for re-election every three years at the Company’s Annual General Meeting.
The composition of the Board will be reviewed regularly to ensure that the Board has the appropriate mix of expertise and experience. The Articles provide that the number of Directors that may be appointed cannot be fewer than two. Two Directors present at a board meeting will constitute a quorum.
The Board ensures it is aware of the views of major shareholders through regular meetings in person (where appropriate), feedback via the Company’s investor relations manager or via the review of investor relations board reports, as well as through discussions with the Company’s brokers and market analysts. Where such information has been obtained by the CEO, this information is fed back to the rest of the Board in a timely manner.
Board members are regularly informed of developments outside formal Board meetings, through update calls and meetings, site visits, reports and one-to-one discussions with the CEO and other management. The deliberations of the various board committees do not reduce the individual and collective responsibilities of board members with regard to their fiduciary duties and responsibilities, and they must continue to exercise due care and judgment in accordance with their statutory obligations.
These terms of reference are subject to the provisions of the Articles and any other applicable law or regulatory provision in force in Guernsey, and the Listings Rules.
To find out more about how governance is applied within the Group, read our 2024 Corporate Governance Statement.