Overall responsibility for the governance of Capital Limited lies with the Board and as a premium listed company on the London Stock Exchange, we are required to comply with the July 2018 edition of the UK Corporate Governance Code issued by the Financial Reporting Council (available at www.frc.org.uk).
Board of Directors
The role of the Board is to provide leadership to the Group and set the Group’s values and standards to ensure that its obligations to its shareholders are met and the Group complies with both regulatory and governance requirements.
The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.
In carrying out its responsibilities, the Board undertakes to serve the interests of shareholders, employees, and the broader community honestly, fairly, diligently and in accordance with applicable laws.
Members of the Board include:
Chair
Jamie Boyton
Executive Director
Brian Rudd
Chief Executive Officer
Peter Stokes
Senior Independent Non-Executive Director
David Abery
Non-Executive Director
Alex Davidson
Independent Non-Executive Director
Michael Rawlinson
Independent Non-Executive Director
Catherine (Cassie) Boggs
Audit and Risk Committee
The Audit & Risk Committee is a Committee of the Board of Directors, with its primary function to assist the Board in its ongoing obligations with regard to external and internal audits, financial policies, financial reporting and other compliance related obligations.
Members are appointed by the Board from amongst the Non-Executive Directors on the recommendation of the Nomination Committee in consultation with the Chairman of the Committee. The Committee shall consist of not fewer than three Members, a majority of whom must be Independent Non- Executive Directors.
Members of the Committee include:
Chair
David Abery
Member
Michael Rawlinson
Member
Catherine (Cassie) Boggs
Health, Safety & Environment Committee
The HSE Committee is a voluntary Committee of the Board of Directors and Members of Management with its primary function to assist the Board in obtaining assurance that appropriate systems are in place to deal with the management of health, safety, social and environment risks.
Members of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee and shall be made up of at least three Members, including at least one Director.
Members of the Committee include:
Chair
Alex Davidson
Member
Brian Rudd
Member
Catherine (Cassie) Boggs
Member
Peter Stokes
Nomination Committee
The Nomination Committee is a Committee of the Board of Directors with its primary function to make recommendations to the board on the structure, size and composition of the Board and Board Committees, succession planning and the appointment, re-election and removal of Directors.
Members are appointed by the Board on the recommendation of the Nomination Committee in consultation with the Chairman of Committee. The Committee shall comprise a Chairman and at least two other Members.
Members of the Committee include:
Chair
David Abery
Member
Michael Rawlinson
Member
Catherine (Cassie) Boggs
Remuneration Committee
The Remuneration Committee is a Committee of the Board of Directors with its primary function to determine and recommend to the Board the framework for the remuneration of the Chief Executive Officer, the Chairman of the Board, the Executive Directors, and other such Members of executive management as it is designated to consider.
Members are appointed by the Board on the recommendation of the Nomination Committee in consultation with the Chairman of the Remuneration Committee. The Committee shall comprise a Chairman and at least two other Members.
Members of the Committee include:
Chair
Michael Rawlinson
Member
David Abery
Member
Catherine (Cassie) Boggs
Sustainability Committee
The Sustainability Committee is a voluntary Committee of the Board of Directors and Members of Management with its primary function to assist the Board in developing its strategy, standards and processes for the company’s ongoing sustainable development.
Members of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee and shall be made up of at least three Members, including at least one Director.
Investment Committee
The Investment Committee was formally inaugurated in early 2022 for the Company’s separate investments arm, Capital DI Limited (a 100% directly owned subsidiary of Capital Limited). The Committee’s primary functions are to develop and make investment decisions for Capital DI, the direct investment vehicle of Capital Limited used for investment in mining exploration, development & producing companies and / or exploration & mining assets.
Members of the Committee are appointed by the Board on the recommendation of the Nomination Committee and include Directors and Senior Executives of the Company. The Committee is made up of at least three Members, including at least one Independent Non-Executive Director.
Members of the Committee include:
Chair
Michael Rawlinson
Member
Alex Davidson
Member
Jamie Boyton
Member
Conor Rowley*
*Non Board Member
We have adopted a number of policies to underpin our governance systems and these are regularly reviewed by the Board of Directors.