Corporate Governance

STATEMENT OF CORPORATE GOVERNANCE

Corporate governance principles
To some extent that it is possible for a company by keeping the size and the complexity in nature of DNS Minerals Incorporated, it complies with the Main Principles that are governed by our corporate code of practice.

The Board of Directors
To overlook the long-term success of the company and the strategic decision making of the company, the Board of Directors serves to further these causes.
The Board is in charge of monitoring the activities of the executive management and frequently meets for that purpose. The responsibilities have been apportioned between the Chairman and the Chief Executive. To carry out their responsibilities properly, there exists the demand that directors give the appropriate time to the company.

Committees
The Board currently has four committees:

  • Audit Committee
  • Nomination & Remuneration Committee
  • Corporate Governance Committee
  • Health, Safety & Environment Committee
Audit committee
Messrs. James Mullaney, Simon Bramble and Daniel Corbin form the Audit Committee. The functions of the committee are to aid the board in the completing of duties regarding oversight and the financial accounting and reporting, its audit, disclosure, and the internal controls. The essential responsibilities of the committee are to review and report to the board the annual and the interim financial statements of the company for approval, the conduct of the studies, and the relating tasks for it including the discussion with the management and the external auditors. Furthermore, to examine and approve the terms of the commitment of the group auditors and the scope of the audit and the impartiality and the quality of the external auditors.

Nomination & Remuneration
This committee has been set up by the Board of Directors, which constitutes, Messrs Simon  E. Bramble, Daniel D. Corbin and James P. Mullaney. This committee meets in respect to the terms and is dedicated to ensuring that there are a healthy relationship and balance between the skills experience, independence, and knowledge of the organisation to allow them to carry out their duties effectively.
Furthermore, the committee reviews the work of the executive directors and senior managers on their performance, and to determine their remuneration. The payment of the package is made after taking into account time commitment, comparatives, risks, and responsibilities. To assure that the remuneration is not below the required or necessary amount. It also must take into account the individual's performance, achievements, experience, responsibilities, and risks of the office or position held. This ensures that excessive risk is not present.

Corporate Governance Committee
This department was set up in March 2015, consists of two members; Simon Bramble, and Daniel Corbin. This committee meets following the requirements of the terms, and they review the corporate governance framework for the company, also looking after the implementation, compliance, and recommendations to the board.

Health, Safety & Environment (“HSE”) Committee
This Committee for Health, Safety, and the Environment was set up in March 2015, it comprises of three members James Mullaney, Daniel Corbin and Tony williams, and gets together as per the terms, to draft the particular policies and the performance regarding the policies, and if they are adequate.

Board appraisal
Owing to the small size of the firm, and the fact that it is in a state of development, and the size of the people on the Board of Directors, this committee is supposed to appraise the Board on its performance, however, due to the small size, the Board will continue its appraisal for effectiveness itself.

Internal controls
Keeping in mind the responsibility and the need for internal controls, the Board has formed this committee with the purpose of appraising the systems of internal oversight of its company. The goal of these assets is to protect the property of the enterprise and to make sure that the financial information is reliable, whether it is used externally or internally. The Board is acquainted that no structure can cater complete assurance against material misstatement or loss, Anyhow, in light of increased activity and further development of the Company, the reviews will continue in the foreseeable future to make them more useful and up to the required level.
The internal audit is being kept under periodic review because the directors want to pay consideration to the company's size and complexity.

Securities Trading
All personnel in possession of such ‘inside information’ are subject to a Share Dealing Code, regardless of if they are a Director, senior management, or employees. These individuals are not allowed to trade the Company's securities if they hold such information as stated above. However, this is subject to certain period restricting trade prohibitions; proper clearance allows trading.

Relations with shareholders
DNS Minerals Incorporated believes that communication with its shareholders is of the huge importance, for which an annual meeting is held every year in agreement with the articles of association of the company, where the directors are present to address any questions that the shareholders may have.

Anti-Corruption and Anti-Bribery Policy
Like any respectable company, DNS Minerals Incorporated has a zero tolerance policy towards bribery, whether it is in regards to permanent or temporary employees, or any agent acting on their behalf. The company and the senior management will take this issue seriously and root it out if it exists.

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