Anglo Asian Mining operates in the extractive industries in a developing country. Our corporate responsibilities and governance remain a high priority.
The Company operates according to internationally recognised practices and codes of corporate governance, having applied the Quoted Companies Alliance Corporate Governance Code (QCA Code) throughout 2024. Our Board maintains an extensive dialogue with shareholders and stakeholders, ensuring transparency in our decision-making processes. We take our wider responsibilities seriously, contributing to economic and social development in the communities where we operate, including infrastructure improvements, educational support, and regular engagement with community leaders to address local concerns and foster sustainable long-term relationships.
Corporate governance system
Why is it important for us?
We want to create sustainable, long term value for all our stakeholders, as well as honouring our responsibilities to them.
What are we doing?
We operate according to internationally recognised practices and well established codes of corporate governance.
Supply chain
Why is it important for us?
We endeavour to operate with integrity in all our procurement processes and ensure our supply chains are free from corruption.
What are we doing?
We have a centralised department for all business procurement and communicate regularly with all our suppliers. We maximise purchasing locally as much as possible. Our supply chains are regulated by internal policies to avoid favouritism.
Anti-corruption framework and business ethics
Why is it important for us?
We aim to conduct our business with fairness, integrity, and transparency.
What are we doing?
We comply with UK anti-corruption legislation, the QCA corporate governance code and all financial auditing requirements. The Company also publishes its own anti-corruption policy.
Corporate governance statement
The board of directors (the “Board”) applied throughout 2024 the principles of the 2018 Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) to support the Company’s corporate governance framework. The directors acknowledge the importance of the ten principles set out in the QCA Code. The QCA Code is a code of best practice for AIM companies.
Set out below are the ten principles of corporate governance in the QCA Code, the Company’s compliance with each of the ten principles and the required annual report and accounts disclosure. A table of the ten principles is also available on the Company website which also sets out the Company’s compliance, or an explanation for any non compliance, with the QCA Code.
- Principle 1
- Principle 2
- Principle 3
- Principle 4
- Principle 5
- Principle 6
- Principle 7
- Principle 8
- Principle 9
- Principle 10
Principle 1
Establish a strategy and business model which promote long-term value for shareholders
The Company has a portfolio of gold, copper and silver exploration and production assets in Azerbaijan. The Company has a clear strategy of growing a sustainable mining business in Azerbaijan which is fully set out in the chairman’s statement, the president and chief executive’s review, the strategic report, the sustainability and environment report and other sections of this annual report. As with any other company in the extractive industries, a key challenge is to replace the mineral resources mined. The Company maintains an active geological exploration programme to identify new mineral resources. However, this programme was severely curtailed in 2024 due to the cost containment measures adopted arising from the partial shut-down of processing throughout much of 2024. This programme is being restarted in 2025 as funds permit.
The Company seeks to grow shareholder value by developing new mines within its mining concessions. During 2024, the development continued of Gilar, a major new underground mine at Gedabek. The Group also commenced work on restarting production at Demirli, a brownfield copper project, which was acquired in 2022. The Company also seeks to promote long term value for shareholders by producing mineral resource estimates for its mineral deposits to JORC standards. In 2024, the Company published maiden JORC mineral resource estimates for both its Xarxar and Garadag mineral deposits. The Group also has a small equity interest in Libero Copper & Gold Corporation which is exploring the Mocoa copper deposit in Colombia.
A key challenge is the safe working of its operations, and this annual report sets out measures adopted by the Company in 2024 to address this challenge.
Principle 2
Establish a strategy and business model which promote long-term value for shareholders
The Board maintains an extensive two-way dialogue with its shareholders. The Board meets shareholders at its annual general meeting each year. Directors and senior management regularly meet shareholders at investor events and other forums. Individual meetings are held with larger shareholders who occasionally visit the Company’s operations in Azerbaijan.
The Company also regularly updates shareholders on its activities through press releases via the LSE RNS and RNS Reach systems. Podcasts and video interviews by senior management are also disseminated via well-known investor websites such as Proactive. The Company has an active and effective investor relations programme that includes institutional roadshows and presentations.
The Company website is monitored and regularly updated to be a current and comprehensive source of information to stakeholders. The Company also uses social media to communicate with shareholders and has a dedicated LinkedIn account.
Principle 3
Establish a strategy and business model which promote long-term value for shareholders
The Company takes its wider responsibilities for corporate and social responsibilities very seriously and has contributed to the economic and social development of the local communities in which it operates. This includes refurbishing schools and building infrastructure in the region and assisting local agriculture. The Company regularly meets with community leaders in the areas in which it operates. The Company also established a community relations department at Gedabek in 2023 to liaise with the local community. A full time, dedicated government affairs and community relations manager heads the department.
A health, safety and environmental review was carried out by a third party at the Gedabek mine site in July 2023 following concerns by local residents that there was contamination of the local environment. No material environmental contamination was found. In November 2023, the Company agreed an action plan with the Government of Azerbaijan to address associated recommendations contained in the final report of the environmental review. Actions to implement all the recommendations in the final report continued in 2024 with all the immediate and short-term recommendations broadly completed by 31 December 2024. Various long-term recommendations are still being addressed in 2025.
In addition, the Company uses the annual report and financial statements, the interim statements and its website to provide further information to shareholders and wider stakeholders.
Principle 4
Establish a strategy and business model which promote long-term value for shareholders
The Company and its directors have identified and keep under consideration the risks facing the Company. It has an established framework of internal financial controls including an audit committee to address financial risks. The Company does not have a formal corporate risk management programme for non-financial risks although the Board regularly discuss and review exposure and management of all risks. The requirement for a formal risk management programme is kept under review and the Company may reassess the need to establish such a programme in the future.
The Group maintains appropriate insurance cover in respect of legal actions against the directors as well as against material loss or claims against the Group and the Group and the Board review the adequacy of the cover regularly.
- country risk;
- operational risk;
- commodity price risk;
- foreign currency risk; and
- liquidity and interest rate risk.
One of the main corporate risks is the safe operation of its mines and processing operations. To address this specific risk, the Company has a well-developed and adequately staffed health, safety and environmental (“HSE”) department to ensure safe and clean working at its mines and processing sites. This department was strengthened in early 2025. The Company also has a health, safety, environmental and technical (“HSET”) committee comprising John Monhemius and Reza Vaziri. The committee’s primary function is to assist the Board in fulfilling its HSE oversight responsibilities. Its oversight responsibilities are set out in section 9 on page 50.
The HSET committee, chaired by John Monhemius, convened twice during 2024 at the Gedabek mining site. The committee discussed all aspects of the safe operation of its mines and processing plants and any reportable safety incidents together with recommendations and follow-up actions from previous meetings.
The Company established a sustainability committee in 2024. The committee is chaired by John Monhemius. This convened twice during 2024 at the Gedabek mine site. The committee discusses all aspects of the sustainability of the Group’s operations. An outside expert on sustainability matters has also been appointed and attended the second meeting of the committee in 2024. The consultant will also attend all future committee meetings.
The Company reports in its annual report climate related disclosures in accordance with the Task Force on Climate related Financial Disclosures (‘TCFD’). The responsibility for these disclosures has been taken over by the IFRS Foundation following the disbanding of the TCFD in October 2023.
Principle 5
Establish a strategy and business model which promote long-term value for shareholders
The Board is a well-balanced team including specialists of the major technical disciplines required in the mining industry. Their names and biographies are set out in this annual report on page 46. Two of the five directors, being Khosrow Zamani and Professor John Monhemius, are independent. The Company’s board composition complies with the QCA Code and each independent director has been assessed and is considered to be independent by the Board. The biographies of Board members of the Company are also available on the Company website.
The number of board meetings held during 2024, and the attendance of the directors are as follows:
| Board Member | JohnMonhemius | MichaelSununu | John Sununu | RezaVaziri | KhosrowZamani |
| Number of board meetings in 2023 (16) | 15 | 16 | 16 | 16 | 16 |
All directors are expected to devote the necessary time commitments required by their position and are expected to attend at least six board meetings each year.
The role and duties of the audit, nomination and remuneration committees are set out in the respective reports of the committees in section 10 below. The respective reports also set out the number of times the committees met in the year and the attendance of the directors.
The meetings of the health, safety, environment and technological committee are set out in section 4 above.
Principle 6
Establish a strategy and business model which promote long-term value for shareholders
The directors are all highly experienced with a total over 200 years of experience in all areas of business, particularly the natural resource industries. All directors are able to seek outside advice wherever necessary. The Company’s chief financial officer acted as Company Secretary throughout 2024. He was supported by an employee of the Company who is highly experienced in company secretarial and related legal matters. The Board has a nomination committee which reviews and considers the Board structure and composition. The nomination committee meets as required to consider and make recommendations on the appointment of directors to the Board and senior management as well as recommendations in relation to professional training and development. The biographies of the directors can be found on page 46 of this annual report and on the Company website.
The Group has a sustainability committee chaired by Professor John Monhemius. The Board has contracted with an outside consultant whose role is to support sustainable business. The consultant advises on all aspects of sustainability and on wider aspects of Environmental, Social and Governance (“ESG”).
There is no formal process to keep directors’ skill sets up-to‑date given their wealth of experience. However, appropriate training is given when necessary. In 2024, a training workshop for the directors was organised by external climate change consultants on the identification of climate change risks.
The Company’s broker and NOMAD (S P Angel Corporate Finance LLP) advised the Board on various regulatory and commercial matters during 2024.
Ernst & Young LLP provided tax compliance services which comprised preparing and submitting the UK tax computations for the two England and Wales incorporated companies for the year ended 31 December 2023. Ernst & Young LLP were the Group’s auditor for the year ended 31 December 2023. Ernst & Young LLP resigned in 2024 and were replaced by BDO LLP as the Group’s auditor for the year ended 31 December 2024.
Principle 7
Establish a strategy and business model which promote long-term value for shareholders
The Board believes its clear objective is the financial performance of the business whilst closely ensuring the interests of all other stakeholders are properly upheld. The financial performance of the business is closely monitored.
The Company reviews board, committee and individual director performance on an ongoing basis in the context of their contribution to the Company’s financial performance. The chairperson will normally take leadership of the performance assessment process and allows for feedback from other board members about their performance.
Principle 8
Establish a strategy and business model which promote long-term value for shareholders
The Company operates to the highest ethical standards. The Board is very mindful that it operates in the extractive industries in an emerging market economy. Accordingly, the Board takes every opportunity, including the induction process of senior management, to reinforce its high ethical standards. A large part of the Company’s activities is centred upon what needs to be an open and respectful dialogue with employees, clients and other stakeholders. Therefore, the importance of sound ethical values and behaviour is crucial to the ability of the Company to successfully achieve its corporate objectives. The Company is also aware that the safe operation of its mines and processing plants is determined in large part by a culture which is highly “safety conscious”. The Board has taken actions during the year to promote this culture of safe working such as strengthening its HSE department and regular safety reviews.
There is no formal mechanism to monitor the Company’s corporate culture which the Board believes is appropriate given the size of the business. However, the Board investigates very thoroughly any instance of serious malpractice etc. which is brought to its attention. There were no instances during 2024 of any failing of the Company due to poor culture brought to the attention of the Board.
The effectiveness of the “safety conscious” culture is monitored directly by the HSET committee and indirectly through the number of reported safety incidents etc. The Company has adopted, with effect from the date on which its shares were admitted to AIM, a code for directors’ and employees’ dealings in securities which is appropriate for a company whose securities are traded on AIM and is in accordance with AIM Rule 21 of the requirements of the Market Abuse Regulation which came into effect in 2016.
Principle 9
Establish a strategy and business model which promote long-term value for shareholders
The Company’s governance structures are appropriate for a company of its size and all necessary committees such as audit and remuneration regularly meet. The Board also meets regularly and the directors continuously maintain an informal dialogue between themselves.
The Board has audit, nomination and remuneration committees. The role and duties of the audit, nomination and remuneration committees are set out in the respective reports of the committees in section 10 below.
The Board has a health, safety, environmental and technical committee which comprises John Monhemius and Reza Vaziri and meets as required. The committee’s primary function is to assist the Board in fulfilling its oversight responsibilities in the following areas:
- health, safety, environmental and technical issues relating to the Company;
- the Company’s compliance with corporate policies that provide processes, procedures and standards to follow in accomplishing the Company’s goals and objectives relating to health, safety and environmental issues, to ensure that the Company’s operations and work practices comply as far as is practicable with the best international standards; and
- the management of risk related to health, safety, environmental and technical issues..
Principle 10
Establish a strategy and business model which promote long-term value for shareholders
The Company maintains an adequate dialogue with its shareholders as set out in section 2 above. The Company is committed to providing full and transparent disclosure of its activities, via the RNS and RNS Reach systems of the London Stock Exchange. Furthermore, the historical annual reports and interim accounts are available on the Company website.
Details of all shareholder communications are provided on the Company website. The Board holds meetings with larger shareholders and regards the annual general meeting as a good opportunity to communicate directly with all shareholders, including presentations on current business that are subsequently made available on the website.
The outcome of each vote in the annual general meeting is always reported to shareholders and released as an RNS on the market announcements platform. It can also be obtained on the Company website.
There is a formal process of maintaining the relationship between the Company and the Government of Azerbaijan.
Principle 10.1
Report of the audit committee
The members of the audit committee comprise John Sununu and Khosrow Zamani. The chief financial officer is invited to all meetings of the audit committee. A highly experienced accountant is also employed by the Company to provide technical advice to the audit committee.
Role of the audit committee
- The main duties of the audit committee are as follows:
- provide formal and transparent arrangements for considering the application of all applicable financial reporting standards;
- ensure the interim and full year financial statements are properly prepared in accordance with all applicable accounting standards, legal and all other requirements and reflect best practice;
- review the findings of any management letter or other communication from the external auditor regarding internal controls;
- ensure the full year financial statements are audited by the external auditor in accordance with all applicable audit standards, legal and other requirements;
- assessment of the need for an internal audit function; and
- ensure the independence and objectivity of the external auditor and approve all non-audit work by the external auditor.
Meetings of the audit committee held in 2024
The audit committee met two times in 2024:
- to approve the financial statements for the year ended 31 December 2023; and
- to approve the financial statements for the six months ended 30 June 2024.
John Sununu, Khosrow Zamani and William Morgan attended all audit committee meetings. Ernst & Young LLP attended the audit committee meeting to approve the financial statements for the year ended 31 December 2023.
Appointment of BDO LLP as Group auditors.
In 2024, Ernst & Young LLP resigned as Group auditor. BDO LLP was appointed in their place as auditor of the Group accounts for the year ended 31 December 2024. Ernst & Young LLP had been the Group’s auditor since 2009 and this rotation of auditor is in accordance with best corporate governance practice. Ernst & Young Holdings (CIS) Azerbaijan branch office (“E&Y Azerbaijan”) provide certain audit and other services to the Group. The appointment of BDO LLP will also ensure that no conflicts arise under the auditor independence rules in respect of E&Y Azerbaijan continuing to perform these services.
Non-audit work
Ernst & Young LLP performed certain tax compliance work as set out in section 6 above and note 8 to the Group financial statements. This work was approved by the audit committee as it did not affect the independence or objectivity of the external auditor. BDO LLP did not perform any non-audit work in 2024.
Internal audit
The Group does not currently have an internal audit function due to the small size of the Group and limited resources available. The requirement for an internal audit function is kept under review.
Whistleblowing
The Group does not currently have a formal whistleblowing policy due to the small size of the Group. The Group maintains a very open dialogue with all its employees which gives every opportunity for employees to raise concerns about possible improprieties in financial reporting or other matters.
Principle 10.2
Report of the remuneration committee
The remuneration committee comprises Khosrow Zamani and John Sununu and meets as required. It is the remuneration committee’s role to establish a formal and transparent policy on executive remuneration and to set remuneration packages for individual directors. The committee did not meet in 2024 as there were no change to the remuneration of the directors in the year.
The remuneration paid to the directors is disclosed in the report on directors’ remuneration on page 56.
Principle 10.3
Report of the nomination committee
The nomination committee comprises Khosrow Zamani and John Sununu and meets as required. It is the role of the nomination committee to review and consider the Board structure and composition and to consider and make recommendations on the appointment of directors to the Board. The committee did not meet in 2024 as there were no changes to the composition of the Board.