The UK Corporate Governance Code does not apply to companies quoted on AIM or ESM. The Quoted Companies Alliance has published a set of governance guidelines for AIM (the “QCA Guidelines”), which includes a code of best practice for AIM companies, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters. However, the Directors of Mincon recognise the importance of sound corporate governance and the Group has undertaken to comply with the main provisions of the UK Corporate Governance Code insofar as they are appropriate given the Group’s size and stage of development. The Directors have also undertaken that the Group complies with the main principles of the QCA Guidelines. The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. The Board holds Board meetings at least quarterly and at other times as and when required. The Directors appointed a Remuneration Committee, an Audit Committee and a Nominations Committee with effect from Admission. The Board deals with matters relating to health and safety and risk through the Board (as opposed to through a separate sub-committee).
The Directors comply with Rule 21 of the AIM Rules and Rule 21 of the ESM Rules relating to directors’ dealings as applicable to AIM and ESM companies respectively and will take all reasonable steps to ensure compliance by Mincon’s applicable employees.
49 Dawson Street
1 Stokes Place
St Stephen’s Green
Computershare Investor Services (Ireland) Limited
Sandyford Industrial Estate
Current Constitutional Documents
The Board has established an audit committee, a remuneration committee and a nomination committee with formally delegated duties and responsibilities.
Audit CommitteeThe Audit Committee is chaired by John Doris. The chief financial officer may also be invited to attend meetings of the committee. The committee meets at least three times a year and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on and for meeting with the auditors and reviewing findings of the audit with the external auditor. It is authorised to seek any information it properly requires from any employee and may ask questions of any employee. The audit committee meet with the auditors at least once a year without any members of the management being present and are also responsible for considering and making recommendations regarding the identity and remuneration of such auditors.
Remuneration CommitteeThe Remuneration Committee is chaired by Paddy Purcell. It meets at least three times a year and considers and recommends to the Board the framework for the remuneration of the chief executive officer, chairman, company secretary, chief financial officer, Executive Directors and such other officers as it is designated to consider and, within the terms of the agreed policy, considers and recommends to the Board the total individual remuneration package of each Executive Director including bonuses, incentive payments and share awards. The committee reviews the design of all incentive plans for approval by the Board and Shareholders and, for each such plan, recommends whether awards are made and, if so, the overall amount of such awards, the individual awards to Executive Directors and the performance targets to be used. No Director is involved in decisions concerning his/her own remuneration.
Nomination CommitteeThe Nominations Committee is chaired by Hugh McCullough. It meets at least three times a year and considers the selection and re-appointment of Directors. It identifies and nominates candidates for all Board vacancies and reviews regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.
Board of Directors
The Board of Mincon Group plc comprises two Executive Directors and four Non-Executive Directors. Profiles of the Directors can be found below:
Joseph Purcell (Chief Executive Officer and Chief Technical Officer)Joe qualified as a Mechanical Engineer in 1988 at University College Galway, in Ireland and since then has worked with Mincon in various capacities. DTH hammer design has been his main area of specialisation although he has extensive experience in manufacturing methods, heat treatment and process development. His hammer design work has included seven years in Perth, Australia where he developed a successful range of Reverse Circulation and Conventional DTH hammers for local and export markets. Joe was appointed as Chief Technical Officer for the Mincon Group on his return from Australia in 1998. Joe was appointed Chief Executive Officer for the Group on 28 May 2015.
Thomas Purcell (Sales Director)Tom Purcell studied with the Association of Chartered Certified Accountants (“ACCA”) from 1989 to 1993. He worked for a year in professional practice at Vaughan & Company in Ennis, Ireland. Prior to completing his ACCA studies, he emigrated to the USA to work with Mincon on a new joint venture opportunity in the country. He worked for the Mincon Group in the dimensional stone quarrying industry during which time he was key in setting up operations in Virginia and North Carolina. In 1996, Mincon sold its investment in the quarrying entities to Marlin Group of South Africa. He worked in various positions with their USA subsidiary from Purchasing & Safety Manager of four quarrying companies, to CFO and Operations Manager for their Atlanta based operation, Stone Connection. He re-joined the Mincon Group in 1999 as president of Mincon, Inc. He continues to serve in this position in addition to his role as Group Sales Director.
Patrick Purcell (Non-Executive Chairman)Patrick served an apprenticeship in the Irish Air Corps in the 1950s and later qualified as an accountant in Australia in 1961. When he returned to Ireland in 1967 he joined Shannon Diamond & Carbide Ltd, (later Boart Longyear) and worked in various capacities with their European Group Companies for the next 10 years. His roles with Shannon Diamond & Carbide included that of cost accountant, sales and marketing director and a period as a general manager of their manufacturing plant in Norway before becoming their director for European Sales Companies and Product Development.
Patrick set up Mincon in 1977 and developed the Group, firstly in Ireland and then into overseas areas including USA, Canada, Australia, South Africa and Sweden. Patrick remained as Executive Chairman until 2012 but continued to work with the Company as an adviser on new projects.
Hugh McCullough (Senior Independent Director)Mr. McCullough has over 40 years’ experience in gold and base metal exploration, principally in Ireland, Ghana, Mali and Papua New Guinea. Having previously worked as a project geologist, in 1982 he became chief executive of Glencar Mining plc. Mr. McCullough was responsible for the management, financing and strategy of Glencar for over 27 years until it was acquired by Gold Fields Limited in September 2009. Mr McCullough currently serves as a director on the board of Papua Mining plc, an exploration company with projects in Papua New Guinea and Australia and which trades on the AIM market of the London Stock Exchange.
Mr. McCullough an Honours degree in geology from University College Dublin and the degree of Barrister-at-Law from the King's Inns, Dublin.
Kevin Barry (Non Executive Director)Kevin commenced his career as a trainee accountant in practice in 1973. He joined Kraus & Naimer Ireland Limited as an accountant in 1977. He qualified as a Certified Public Accountant (“CPA”) and began working with Mincon International Limited in 1984 as Financial Controller. He was appointed Chief Executive Officer of the Mincon Group of companies in 1991. Kevin oversaw the expansion of the Group’s activities as Chief Executive Officer by extending the Mincon product range through organic growth and by setting up the various overseas subsidiaries. Kevin retired as CEO on 28 May 2015 and became a non-executive Director at that date.
John Doris (Non-Executive Director)Mr. Doris has broad experience across a number of sectors including manufacturing, lending and corporate finance. He has been an independent consultant and a non-executive director for the past eighteen years. Prior to becoming an independent consultant, he was a director of ABN Amro Corporate Finance (Ireland) Limited where he managed the successful Riada Business Expansion Funds.
Mr. Doris graduated from University College Dublin with a B.Sc. in physics in 1969 and returned to University College Dublin to complete his M.B.A. in 1977. He qualified as an ACCA in 1974 and is a former president of ACCA Ireland.