DIRECTORS & OFFICERS
 | Harry Dobson ChairmanHarry Dobson, a mining industry veteran, brings many years of experience to the Company. Mr Dobson has been and remains as Director and/or Chairman of several exploration and mining companies. As Chairman of American Pacific Mining, Mr Dobson successfully reopened the El Mochito zinc and silver mine in Honduras, and more recently, as Chairman of Kirkland Lake Gold has put the Macassa gold mine back into production. |  | George Ogilvie President & CEOGeorge received his B.Sc.(Hons.), Mining and Petroleum Engineering from Strathclyde University in Glasgow, Scotland. He is a Professional Engineer and holds his Mine Managers Certificate (South Africa) with more than 18 years management, operating and technical experience in the mining industry. George began his career working for Anglo America where he worked for AngloGold in South Africa between 1989 and 1997 holding roles of increasing responsibility. In 1997 George transferred from AngloGold to work for Anglo Base Metals at Hudson Bay Mining and Smelting in Northern Manitoba where he played a key operations role as the Mine Superintendent at the Ruttan Mine. In 2004 he joined Dynatec Corporation as their Area Manager for the Sudbury Basin where he managed multi-million dollar contracts and later worked at the McCreedy West Mine as Mine Manger. George joined Rambler Metals and Mining in 2006 as Vice President and Chief Operating Officer.
Throughout his career George's Mine Operations have been frequent recipients of Mine Safety Awards. He is currently undertaking his MBA studies. |  | John S. Thomson CFOA Chartered Accountant from Scotland who has also studied at INSEAD (a business school near Paris). He has worked internationally in a variety of senior roles for companies including PepsiCo and is currently Interim CFO of Kirkland Lake Gold Inc and Rambler Metals & Mining PLC. He is also a non-executive director of Parragon Publishing Ltd, a successful international publisher with operations in Europe, India, the UK and USA. |  | Leslie Little Corporate SecretaryCorporate Secretary of the Company and Investment Manager at Smith and Williamson Investment Management (from June 2000 to January 2006). |  | John Baker DirectorJohn is a senior partner in a leading St. John's law firm and carries on an extensive and diverse mining, securities, and corporate / commercial practice. He has served on numerous public company and volunteer boards and has received several awards for public service. |  | Brian F. Dalton Non-ExecAn entrepreneur in the mining industry, Brian built a successful group of private mineral exploration and exploration service companies prior to co-founding Altius. He has many contacts throughout the mining and financial communities and is an active member of several industry organizations. |  | Brian Hinchcliffe Non-ExecMr. Hinchcliffe has decades of experience in the development of mining projects and mine finance. Brian spent the first ten years of his career working at the J. Aron trading arm of Goldman Sachs, where he was responsible for the mining industry sector, working in both New York and London. Following this, Mr. Hinchcliffe was the founder of American Pacific Mining with Harry Dobson, and then Jordex Resources. Jordex acquired the previously explored Loma de Hierro nickel laterite deposit in Venezuela, which is located, with excellent infrastructure, 65 kilometers southwest of Caracas. Jordex re-verified the reserves and the overall commercial viability of the project, and sold 85% of the deposit to Anglo American Corporation for $65 million with Anglo assuming the responsibility for project financing, development and management. The Loma de Hierro mine was built at a cost of US500 million and commenced commercial production as a low cost, long-term producer early in 2001.
Mr. Hinchcliffe received a BA from the State University of New York, and attended graduate school at the Hagan Business School at Iona College. |  | Leslie Goodman Non-ExecMr. Goodman, a M.A. in Law from Cambridge University, qualified and practiced as a Solicitor in London. Mr. Goodman held the position of C.E.O. for ACE Global Markets, ACE Strategic Advisors Inc. and Jardine Lloyds Advisors Limited. He was a Director and Head of International M & A with Barclays de Zoete World Limited, and Director of Corporate Finance with Hill Samuel. He is Chairman of the Board of Directors of Viatel Holdings (Bermuda) Limited and Chapelthorpe plc. He is also a Director of several AIM traded companies. |  | Merv Roberts Non-ExecMr. Roberts holds a B.Sc in Geology from Liverpool University, an M.Sc in Geochemistry from Oxford University and is a Member of the Institute of Chartered Accountants in England and Wales. He began his career working as a geologist in the UK and North Africa and in 1976 he joined Thomson McLintock & Co in London and qualified as a chartered accountant in 1980. He joined Charter Consolidated in 1982 as an equity investment analyst and in 1985 joined the Target Group where he managed the Gold, Commodity and Energy funds. In 1990 he joined Minorco SA in London to set up and manage Minorco's in-house equity fund which specialised in the natural resource sectors. Between 1996 and 2000 he worked for Endeavour Securities Limited as investment director where he helped set up and then manage a natural resource fund. Mr. Roberts is currently Investment Director of a BVI based investment fund and an employee of New City Investment Managers in London, as well as being on the board of several junior resource companies. |  | Stanley Neamonitis Non-ExecStanley Neamonitis is an international commodities consultant with over forty years experience in marketing and trading base metals, ores and concentrates. He has extensive knowledge of the base metals mining and smelting industries worldwide. Following service in the US army, Mr. Neamonitis joined Associated Metals and Minerals Corporation in New York City in 1963, where he held various positions and traveled extensively to South America, Southeast Asia, Taiwan, Japan, Australia, and South Korea. He joined Glencore Ltd. In Stamford, Connecticut in 1985 where he continued to trade in zinc, lead and copper concentrates on a worldwide basis with particular emphasis in Canada, USA, Mexico, South America, South Africa, Europe and Asia. Mr. Neamonitis holds an associate in applied science degree from Brooklyn College where he majored in business management and international trade. He is fluent in Spanish and Greek. |
Corporate Governance
In formulating the Company's corporate governance procedures the Board of Directors takes due regard of the principles of good governance set out in the Revised Combined Code issued by the Financial Reporting Council in July 2003 (as appended to the Listing Rules of the Financial Services Authority) and the size and development of the Group. The Group also has regard to the Quoted Companies Alliance (QCA) Guidelines on Corporate Governance for AIM Companies.
The Board of Rambler Metals and Mining PLC is made up of one executive director and six non-executive directors. D H W Dobson is the senior non-executive director and S Neamonitis is the Company's Chief Executive. It is the Board's policy to maintain independence by having at least half of the Board comprising non-executive directors who are free from any business, or other relationship with the Group. The structure of the Board ensures that no one individual or group dominates the decision making process.
The Board ordinarily meets on a bi-monthly basis providing effective leadership and overall control of the Group's affairs through the schedule of matters reserved for its decision. This includes the approval of the budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of the financial statements. Formal agendas, papers and reports are sent to the directors in a timely manner, prior to Board meetings. The Board also receives a summary financial report before each Board meeting. The Board delegates certain of its responsibilities to Board committees which have clearly defined terms of reference. Between the bi-monthly Board meetings, referred to below, an Executive Committee, consisting of the executive director, the chief operating officer, two non-executive directors and key operations personnel, meets on a regular basis.
All directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that all Board procedures are followed. Any director may take independent professional advice at the Company's expense in the furtherance of his duties.
The Audit Committee which meets not less than twice a year and considers the Group's financial reporting (including accounting policies) and internal financial controls, is chaired by J M Roberts, the other members being L Goodman and J A Baker. The committee receives reports from management and from the Group's auditors. The Group has in place a series of procedures and controls designed to identify and prevent the risk of loss. These procedures are formally documented and are reported on regularly. The Audit Committee has reviewed the systems in place and considers these to be appropriate.
The Remuneration Committee which meets at least once a year and is responsible for making decisions on directors' remuneration packages is chaired by J M Roberts and L Goodman is the other committee member.
Remuneration of executive directors is established by reference to the remuneration of executives of equivalent status both in terms of level of responsibility of the position and by reference to their job qualifications and skills. The Remuneration Committee will also have regard to the terms which may be required to attract an executive of equivalent experience to join the Board from another company. Such packages include performance related bonuses and the grant of share options.
The Board attaches importance to maintaining good relationships with all its shareholders and ensures that all price sensitive information is released to all shareholders at the same time in accordance with relevant Stock Exchange rules. The Company's principal communication is through the Annual General Meeting and through the annual report and accounts and the interim statement.
Statement of Directors' Responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice.
Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing those financial statements, the directors are required to
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and the group and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. It is important to bear in mind that legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Audit Committee includes: J.M Roberts (Chairman) L.D Goodman J.A Baker
The Remuneration Committee includes: L.D Goodman (Chairman) J.M Roberts J.A Baker
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