The Group recognises the importance of, and is committed to, high standards of Corporate Governance. Whilst the Group is not formally required to comply with the UK Corporate Governance Code 2018, the Group will try to observe, where practical, the requirements of the UK Corporate Governance Code 2018, as published by The Financial Reporting Council.
The Company intends to voluntarily observe the requirements of the UK Corporate Governance Code 2018, save as set out below. As at the date of the financial statements the Directors consider the Group to be in compliance with the UK Corporate Governance Code 2018 with the exception of the following:
The Company does not comply with the requirements of the UK Corporate Governance Code in relation to the requirement to have a senior independent director and the Audit Committee does not have three independent non-executive directors. The Nomination & Remuneration Committees also do not include independent directors.
Due to the current size of the company, and the early stages of the Project’s life cycle, the Company has not developed a formal diversity policy, and investment in and rewarding of the workforce. Furthermore, there have been no board evaluations conducted within the year.
All directors are not subject to annual re-election. Instead at least one third of the current directors are put forward for re-election at each annual general meeting, in accordance with the Company’s Articles of Association.
Remuneration for the non-executive directors includes share options. The awards are made in accordance with the Company’s remuneration policy.
The Board does not consider there to be a need for a formal succession plan at this stage, but this will be monitored as the size and complexity of the Company’s activities develop.
As at the date of the financial statements, the Board has a share dealing code that complies with the requirements of the Market Abuse Regulations. All persons discharging management responsibilities (comprising only the Directors at the date of this Document) shall comply with the share dealing code from the date of Admission.
Set below are Blencowe Resources Plc’s corporate governance practices for the year ended 30 September 2025.
The Company is headed by an effective Board which is collectively responsible of the long-term success of the Company.
The role of the board
The Board sets the Company’s strategy, ensuring that the necessary resources are in place to achieve the agreed strategic priorities, and reviews management and financial performance.
It is accountable to shareholders for the creation and delivery of strong, sustainable financial performance and long-term shareholder value.
To achieve this, the Board directs and monitors the Company’s affairs within a framework of controls which enable risks for the future success of the business to be assessed and managed effectively.
The Board also has responsibility for setting the Company’s core values and standards of business conduct and for ensuring that these, together with the Company’s obligations to its stakeholders, are widely understood throughout the Company. The Board has a formal schedule of matters reserved which is provided later in this report.
The Company aims to generate and preserve value over the long term primarily through the development of its principal asset, the Orom-Cross Graphite Project in the Republic of Uganda. Following the completion of a preliminary feasibility study, the Company has now successfully completed a Definitive Feasibility Study (DFS), which provides an independent project valuation to international standards.
Board meetings
The core activities of the Board are carried out in scheduled meetings of the Board.
These meetings are timed to link to key events in the Company’s corporate calendar and regular reviews of the business are conducted. Additional meetings and conference calls are arranged to consider matters which require decisions outside the scheduled meetings. During the year, the Board met on 11 occasions. Any concerns identified that cannot be resolved in these meetings will be documented in written form to the Chairman and recorded in the formal minutes of the Company.
Matters reserved for the Board
The Board has a formal schedule of matters reserved that can only be decided by the Board.
During the year, the Board considered all relevant matters within its remit, but focused in particular on exploration and development of the Orom-Cross Graphite Project.
- the Group’s overall strategy;
- financial statements and dividend policy;
- management structure including succession planning, appointments and remuneration;
- material acquisitions and disposal, material contracts, major capital expenditure projects and budgets;
- capital structure, debt and equity financing and other matters;
- risk management and internal controls;
- the Group’s corporate governance and compliance arrangements; and
- corporate policies