Corporate Governance

The Quoted Companies Alliance has published the QCA Corporate Governance (the “QCA Code”) for AIM-listed companies. This Code includes the best guidelines for best practice for AIM companies, comprising ten principles that set a minimum standard, with recommendations for reporting corporate governance matters. The Directors of Mincon recognise the importance of sound corporate governance and the Group has adopted the QCA Code as its chosen code of corporate governance.

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.

Corporate governance statement from the Chairman of the Board for Mincon Group plc:

This statement was last updated on 28 September 2018

As the Chairman for Mincon Group plc (the "Group", "Company", or "Mincon"), I have an overall responsibility for implementing effective corporate governance.

Working with the the company secretary, I am responsible for our drafting corporate governance statements. The board is collectively responsible for setting the tone and culture of the Company, as well as promoting good corporate governance.

As of 2018, Mincon has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code (the “Code”). Mincon absolutely believes in sound corporate governance and accountability, with our approach to corporate governance very much a part of our culture and business values.

To this end, the board has taken steps to apply the ten principles of the QCA Code as far as it is practicable. Included below are disclosures that detail how the QCA Code is applied by Mincon, with information on how the board is led, its responsibilities, our risk reporting, governance structure, and engagement with stakeholders.

Mincon embraces strong corporate governance, which will be instrumental in the long-term success of the Group. Applying the principles of this Code will ensure sustainable performance  while mitigating risk.

In instances where our application differs to the recommendations proposed by the QCA Code, we provide insight and reasons. We also highlight any significant changes in our corporate governance over the previous 12 months, details of which will be published in the Group’s 2018 Annual Report.

Finally, we will regularly review our governance framework and our approach for how we apply the QCA Code. When changes are made, this statement will be updated.

Mincon makes use of two platforms for communicating its corporate governance structure: the annual report and the investor information area at www.mincon.com. Mincon’s management team and directors also engage directly with shareholders, both private and institutional, to answer their questions.

Patrick Purcell

Chairman

Mincon Group plc

The full statement and details of how Mincon Group plc applies the ten principles of the QCA Code can be downloaded here: Mincon Group plc Corporate Governance Statement

Company Advisers

Nominated Adviser, ESM Adviser and Broker
Davy
Davy House
49 Dawson Street
Dublin 2
Ireland

Legal Advisers
William Fry
Fitzwilton House
Wilton Place
Dublin 2
Ireland


Auditor
KPMG
1 Stokes Place
St Stephen’s Green
Dublin 2
Ireland


Company Registrar
Computershare Investor Services (Ireland) Limited
Heron House
Corrig Road
Sandyford Industrial Estate
Dublin 18
Ireland

Current Constitutional Documents

Board Committees

The Board has established an audit committee, a remuneration committee and a nomination committee with formally delegated duties and responsibilities.

Audit Committee

The Audit Committee comprises John Doris (Chair), Hugh McCullough, and Paddy Purcell. 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 Committee

The Remuneration Committee comprioses Paddy Purcell (Chair), John Doris and Jussi Rautiainen. 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.

Nominations Committee

The Nominations Committee comprises Hugh McCullough (Chair), Paddy Purcell, and Jussi Rautiainen. 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:

Executive Directors:

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.


Non-Executive Directors:

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 an Honours degree in geology from University College Dublin and the degree of Barrister-at-Law from the King's Inns, Dublin.

John Doris (Independent 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.

Jussi Rautiainen (Non-executive Director)

Finnish-born Jussi Rautiainen obtained his Bachelor’s Degree in International Trade at the Eastern Michigan University in 1988. Along with international postings in the Netherlands and Germany, he has held management positions at multinationals in the paper and packaging industries, specialising in marketing. He obtained a Masters Degree in International Marketing Management at the Finnish Institute of International Trade in 1994, followed by an Executive MBA from Tampere Polytechnic, in Finland, in 1996. His extensive experience in the engineering and mining industry includes 10 years as the CEO of Finnish rock drill manufacturer, Robit. Under his leadership that company saw continuous annual growth as well as a public listing on the NASDAQ.

Jussi joined Mincon as the SVP for Business Development in January 2017 and was instrumental in establishing Mincon Nordic, which today services the Finnish and Russian markets. He was appointed to the board of directors in July 2018 and is based in Finland.