CORPORATE GOVERNANCE STATEMENT
Introduction from the Chairman
The nature of the Company has changed since the rejection of the Khemisset ESIA in October 2024, and this has inevitably led to a change in the governance of the Group.
The Group no longer has active operations in Morocco, and its staff are now limited to a single full time CEO, and a Board consisting of the Chair and one other non-executive Director.
Nevertheless, the Board remains committed to the same principles of good governance as before, and seeks, so far as appropriate given the Group’s size and the constitution of the Board, to comply with the QCA Corporate Governance Code 2023 (“QCA Code). The Board believes this to be the most appropriate recognised governance code for the Group.
Last reviewed 10 November 2026
Emmerson’s strategy is now to seek a successful resolution of the dispute with the Moroccan government. The Board believes that it has a strong legal position in pursuing arbitration. And as such, is confident that a favourable outcome from this dispute (whether amicable or through arbitration) will deliver considerable value for shareholders and put the Company in a strong position to develop its strategy longer-term.
The Company will explore opportunities to develop the KMP as intellectual property, either as a standalone licence or in conjunction with other opportunities to develop potash or similar mining and fertiliser projects. The timing and nature of such a strategy will need to be refined once the legal case in Morocco is resolved, and any financial commitments will need to be carefully managed ahead of such an outcome.
The Company is committed to engaging and communicating openly with its shareholders to ensure that its strategy is clearly understood. All Board members have responsibility for shareholder liaison, but queries are primarily delegated to the Company’s advisors in the first instance or the Company’s CEO. Contact details for the Company’s advisors are available on the Company’s website.
Copies of the annual reports are sent to all shareholders and can be downloaded from the Company website https://www.emmersonplc.com. Alternatively, they are available on request by writing to the Company Secretary at 55 Athol St, Douglas, Isle of Man, IM1 1LA. Other Company information for shareholders is also available on the website.
The Company also engages with shareholders at its AGM each year, which gives investors the opportunity to enter into dialogue with the Board and for the Board to receive feedback and take action if and when necessary. The results of the AGM are subsequently announced via RNS and published on the Company’s website.
Without any active operations, the Company now has a significantly reduced exposure to such issues.
The Group currently has no operational or trading activities. The primary risk relates to the ongoing legal case, which is actively monitored by the board. External legal advisors have been engaged to manage this matter, and the board receives regular updates to ensure appropriate oversight.
No other material financial, operational, ESG or climate-related risks have been identified at this time.
The Board now consists of one executive Director and two non-executive Directors. Details of each Director are given in a later section of this report.
The Chairman is responsible for leading the Board, ensuring its effectiveness in all aspects of its role, promoting a culture of openness of debate and communicating with the Group’s members on behalf of the Board by facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations between Executive and Non-Executive Directors.
The Chief Executive Officer is responsible for managing the Group’s business and operations within the parameters set by the Board.
The Non-Executive Directors are responsible for bringing independent judgement to the discussions held by the Board, using their breadth of experience and understanding of the business. Their key responsibilities are to constructively challenge and contribute to strategic proposals, and to monitor performance, resources, and standards of conduct, compliance and control, whilst providing support to executive management in developing the Group.
The Board is satisfied that it has a suitable balance between independence and knowledge of the business to allow it to discharge its duties and responsibilities effectively.
The Board holds at least four meetings each year with further ad hoc meetings held as required. The Directors devote sufficient time to ensure the Group’s affairs are managed as efficiently as possible.
Board Attendance During the Year
The number of formal scheduled Board meetings held and attended by Directors during the year were as follows:
| Hayden Locke | 2/2 |
| Robert Wrixon | 2/2 |
| Graham Clarke | 2/2 |
The Directors have extensive experience in the mining industry and in public markets. Information about each Director’s experience is given here.
The Board will continue to monitor its performance in light of the reduced scope of the Company’s strategy.
The Group’s Rules require that all Directors are submitted for election annually at the AGM following their first appointment to the Board and at least one third of the Directors are subject to retirement by rotation on an annual basis to refresh the Board, irrespective of performance.
The Board is mindful that the tone and culture set by the Board will impact many aspects of the Group and the way that stakeholders behave and form views.
The Board has adopted a Bribery and Corruption Policy consistent with the requirements of the UK Bribery Act 2010 and the Isle of Man Bribery Act 2013. Compliance with the policy will be regularly reviewed at Board meetings.
The company has no operational activity and no employees other than statutory directors.
Remuneration is limited to minimal director fees required for compliance purposes. There are no performance-related incentives or long-term remuneration schemes in place, as the company is not trading.
The Group maintains basic governance arrangements appropriate for its size and current circumstances. Updates on the legal case and any material developments are communicated to shareholders promptly. Annual reporting includes a statement confirming adherence to the QCA Code principles where relevant and explains deviations due to the company’s status.
Audit Committee
The Audit Committee is a sub-committee of the Board, currently consisting of Hayden Locke and Robert Wrixon.
The Audit Committee receives and review reports from management and the group's auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee has unrestricted access to the group's auditors and internal control procedures.
Due to the nature and size of the Group at present it would not be appropriate for the Group to have its own internal audit department reporting directly to the Audit Committee, this situation is reviewed annually. The Audit Committee did not convene during the year, as the Group’s size and circumstances made additional meetings unnecessary beyond the prior year’s review.
Remuneration Committee
The Remuneration Committee, currently consisting of Hayden Locke and Robert Wrixon, is a sub-committee of the Board and aims to meet at least twice each year. The salaries, remuneration and other financial benefits of the key management and members of the Board of Directors are determined by the Remuneration Committee having regard to the performance of individuals and market trends. During 2025, the Remuneration Committee did not convene as the Group’s size and circumstances made additional meetings unnecessary beyond the prior year’s review.
Nomination Committee
The Company has not established a nomination committee as it is satisfied nominations can be considered by the Board.
The Board welcomes the views of all stakeholders who can contact the Directors or Company Secretary with any queries they may have. The Executive Director and advisers regularly engage with shareholders.
The Board recognises the importance of maintaining strong relationships with shareholders, so we understand their views and are aware of their issues and concerns.
The Company communicates with shareholders and other stakeholders through the Annual Report and Accounts, full-year and half-year announcements, news announcements, the Annual General Meeting, and website.
Historical information is available on the website. The Group’s financial reports and Notices of General Meetings can also be found here https://www.emmersonplc.com/investors/corporate-documents/.