Corporate Governance - The Quoted Companies Alliance ('QCA') Code - Updated 12 July 2023

Eurasia Mining applies the QCA Code as a Corporate Governance framework to ensure adequate corporate governance standards for the current business and mindful of how the business will evolve in-line with its corporate strategy and business goals. The QCA Code’s ten principles describe how the code should be applied to any company.

Eurasia has established a strategy designed to promote long-term value and a return on investment for its shareholders, a strategy which also aims to build the Company to an increasingly profitable enterprise while maintaining good corporate governance and social and environmental responsibility standards.

Delivering Growth

Eurasia has established a strategy designed to promote long term value and a return on investment for its shareholders, a strategy which also aims to build the Company to an increasingly profitable enterprise while maintaining good corporate governance and social and environmental responsibility standards.

Principle 1: Strategy

The Company’s strategy is to self-fund exploration and development of marketable resource and energy projects in various commodities, and to realise a return on investment, either by carrying the project through feasibility to commissioning or by straightforward sale at any stage of development. The Company recognises that all project development expenditure adds value to a project by increasing its resource and reserve base. Risk to further investment in development expenditure, or in mine development, is also reduced as resources are moved to lower risk categories. The Company has adopted a dual strategy of both project development towards mining, while also investing significant resources in active high-level mergers and acquisitions activity. The Company adapts this strategy in response to external stimulus such as geopolitical events.

The Company is focused on selling its assets in Russia while maintaining corporate governance principles in line with the QCA Code. The key commitments and challenges in adhering to the QCA’s 10 principles are set out below.

Principle 2: Understanding shareholders

Eurasia seeks to maintain open, direct and two-way communication with its shareholders through various media including press releases, the Company website, interviews and industry events. The Company employs public relations professionals and maintains third-party contracts as required to better disseminate Company news-flow. Through shareholder feedback the Company ensures that it remains in touch with the information requirements of shareholders, their expectations regarding their investment, and the motivation behind their voting decisions. Director’s consider shareholder’s expectations to be correlated with that of the Company and the Company’s strategy. The Company aims to update on key operation and commercial events as appropriate and the Board recognises that shareholders require complete and timely information as a necessary input to their investment decisions. Working with its Nominated Advisor the Company maintains strict adherence to the AIM rules for Companies.

Principle 3: Stakeholders and social responsibility

Experienced and knowledgeable long-standing employees and service providers are a recognised key asset within the Company and our Corporate Governance principles seek to cultivate a productive and fulfilling working environment within the Company and the Group of companies. Our mining and other operations are a further key asset and attention is paid to how these operations engage with society and the various stakeholders important to the project’s continuous success. Any issue arising from any stakeholder will immediately be dealt with or communicated to the required level to allow for action to be taken. No material events have occurred in the history of the mining operation and where an issue may arise it is reported in full to senior management and Directors. Managing relationships within the Company’s workforce, and its outward interactions with local communities, service providers, and the environment, all have the potential to impact on the Company’s ability to achieve its medium to long term goals – managing these relationships is considered a fundamental facet of good Corporate Governance operating at project level.

Principle 4: Risk management

The leading risks at operational level relate to the reliability of our resource and reserve estimations and our ability to manage the mining operation to achieve its goals. These risks are mitigated by ensuring qualified and knowledgeable personnel are employed and that they are adequately resourced and supported by effective management. Resource exploration involves inherent risks stemming from the fact that information relating to the mineralisation is not immediately available and is expensive to obtain. Recognising this risk and then managing it effectively is a critical aspect of a successful resource exploration and development business. The Company’s annual audit provides an opportunity to reassess the key risks facing the business at both a corporate and operational level (see principal risks and uncertainties herewith). These are agreed by directors and delineated and audited on an annual basis, thus ensuring adequate recognition and articulation of each risk category.

Principle 5: Maintaining a dynamic management framework

The Board consists of a Chairman and Managing Director supported by four Non-Executive  Directors. The Board aims to maintain two independent Non-Executive Director positions at all times. At the date of this revision Iain Rawlinson, Artem Matyushok and Kotaro Kosaka are considered independent Non-Executive Directors. In addition, the board maintains appointments made as strategic advisors with the Mergers and Acquisitions Officer role recognised as pivotal in the current overall strategy.

The board meets when an executive decision requires board approval, and in any event no less than once per six-week period. Board members are regularly consulted on executive decisions which would benefit from specific input relevant to a board members area of expertise. All board members are aware of and comfortable with the time and resource requirements associated with their position. Relevant information relating to a board discussion is prepared and circulated in advance of board meetings. An attendance record for each director is maintained and annualised for distribution within the board. Separately, the Company secretary, is considered a key position necessary in preserving a functional and ergonomic management framework within the Company and good communication across the Group of companies.

Principle 6: Experience and skills

The board has an effective combination of commercial and technical experience, being led by a chair with a strong background in geology, who is supported by non-executive directors with commercial, legal and mergers and acquisitions experience in a range of markets and jurisdictions. Board members retire on a fixed rota and declare themselves eligible for reappointment by shareholders at the Company’s AGM.

The board considers the skill sets within the current board to be sufficient for the successful running of the business, and the delivery of the stated corporate strategy and goals through the medium to long term, however further appointments may be made in due course. In addition, where more specialised skills are required, the board has access to a network of individuals and organisations with whom it can consult for further information. This can include input to operational decisions relating to the Company’s operating mine, or advice of a commercial nature. Each board member’s long-standing career in the industry is invaluable in this regard. Continuing Professional Development (‘CPD’) and membership of institutions which promote best practice in industry is encouraged in all board members, though not compulsory to board membership. As an example, the professional accreditations PGeo (‘Professional Geologist’, Institute of Geologists of Ireland) and EurGeol (‘European Geologist’, European Federation of Geologists), attained by the Executive Chairman, are maintained by adherence to a programme of CPD activities.

All board members regularly attend industry events and conferences to keep abreast of developments in their area of expertise. No one board member, or group of board members, dominates decision making within the Board.

Principle 7: Board performance

The Remuneration Committee, whose membership is considered annually is responsible for evaluating the performance of the executive directors. As mentioned above board members retire on a fixed rota, and efforts are made with regard to succession planning and appointment of new board members.

The appointment process involves; assessment of suitability based on qualifications and work history, due diligence by the Company and its Nominated Adviser, a series of meetings with board members and key personnel, and finally contract negotiation and appointment. Board evaluations are internal to the Company and on an ad-hoc basis, as befits the small scale of the Company currently, but not less than once per year at the time of the Company AGM. Adhering to the Company’s strategy, achieving the Company’s goals, and maintaining good corporate governance standards are the three most prominent identifiers by which board effectiveness is evaluated. Board evaluations are not currently made public, and it is the Company’s intention to reconsider this position and ensure continued compliance with the Code as the Company develops.

Principle 8: Values

The Company is founded on a culture of following and promoting the highest ethical standards with regard to its commercial transactions, business practices, strategy, internal employee relations and outward-facing stakeholder and community relationships. The Company is incorporated and domiciled in the UK and governed by the laws of England and Wales and its corporate culture and values extend from PLC level throughout the organisation irrespective of jurisdiction. An ability to recognise and promote good ethical values is seen throughout the organisation as an asset to an employee, potential employee or board member. The current board members have been chosen with awareness of the Company’s corporate culture and the Company’s ethical standards in mind – new board appointments are also considered in this light. Corporate culture, and high ethical standards with regard to business practices are considered a critical element in attaining the Company’s strategy and goals and these standards are reinforced through the nominations and staff appraisal process. High standards of ethics create a competitive advantage for the Company and are a core element of the Company’s business model, as they ensure the Company’s long-term sustainability. Eurasia is an equal opportunities employer, and the Board has recognised a lack of board diversity which it intends to address.

Principle 9: Governance

Maintaining governance structures that are fit for use as the Company evolves in size and complexity is an essential element of good corporate governance. Maintenance of the corporate governance code is the sole remit of the Chairman, who instigates changes in policy, and ensures the code is applied throughout the organisation. Non-executive directors are appointed and participate in all board level decisions and also provide scrutiny and oversight of the executive director’s roles. The board’s non-executive directors are each skilled in different aspects of commerce, law, finance and the UK regulatory environment, with a combined breath of experience across various markets, commodities and jurisdictions. They communicate regularly with the Chairman and executive directors and provide reliable advice in their areas of expertise. The terms and functions of the audit and risk, remuneration and nomination committees are set out below. The Company Secretary is available to non-executive directors to support their information requirements and decision making and reports directly to the Chairman.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee may examine any matter relating to the financial affairs of the Group and the Group’s audits, this includes reviews of the annual financial statements and announcements, internal control procedures, accounting procedures, accounting policies, the appointment, independence, objectivity, terms of reference and fees of external auditors and such other related functions as the Board may require. The external Auditors have direct access to the members of the committee, without presence of the executive Directors, for independent discussions. Several Audit and Risk Committee meetings are held during the year, prior to and during the annual audit; and to approve Interim and Annual Financial Statements. The Audit and Risk Committee opines on whether accounts are in compliance with International Financial Reporting Standards.

 The Chairman of the Audit and Risk Committee is Iain Rawlinson and the committee comprises Iain Rawlinson and Tamerlan Abdikeev. The Audit and Risk Committee is guided by company policy and procedure including the Audit and Risk Committee terms of reference.

REMUNERATION COMMITTEE

The Remuneration Committee determines the terms and conditions of employment and annual remuneration of the executive Directors and senior staff. It consults with the Executive Chairman, takes into consideration external data and comparative third-party remuneration and has access to professional advice outside the Company.

The Chairman of the Remuneration Committee is Iain Rawlinson and the committee comprises Iain Rawlinson and Tamerlan Abdikeev.

The key policy objectives of the Remuneration Committee in respect of the Company’s executive Directors and other senior executives are to ensure that individuals are fairly rewarded for their personal contribution to the Company’s overall performance, and to act as an independent committee ensuring that due regard is given to the interests of the Company’s Shareholders and to the financial and commercial health of the Company. Remuneration of executive Directors comprises basic salary, discretionary bonuses, participation in the Company’s Share Option Scheme and other benefits. The Company’s remuneration policy with regard to options is to maintain an amount of not more than 10% of the issued share capital in options for the Company’s management and employees which may include the issue of new options in line with any new share issues. The Remuneration Committee is guided by company policy and procedure including the Remuneration Committee terms of reference.

NOMINATIONS COMMITTEE

The Chairman of the Nominations Committee is Christian Schaffalitzky and the committee comprises Christian Schaffalitzky and Iain Rawlinson. The committee convenes at a minimum twice annually to consider board composition, and, if considered necessary, seek further appointments. The committee is conscious of a need for board diversity when considering future appointments. The Nominations Committee is guided by company policy and procedure including the Nominations Committee terms of reference.

Principle 10: Build trust

The Board seeks to maintain both direct and two-way communication with its shareholders through its public and investor relations programmes. All shareholders may at their discretion chose to attend the Company AGM either virtually or in person. The Company employs Public Relations and Investor Relations professionals and maintains several third-party contracts to better disseminate Company news-flow. Through shareholder feedback the Company ensures that the Board’s communication of the Company’s progress is thorough and well understood. A clear statement on the outcomes of board resolutions is communicated immediately after the Company’s AGM by RNS and posted to the Company’s website. This includes a summary of votes for and against the resolutions put before the shareholders, and where a significant number of votes is cast against a resolution this is clearly stated, with an explanation as to possible remediation regarding that voting. A catalogue of historical annual reports and AGM notices is maintained at an appropriate location on the Company’s website.

Matters which are reserved strictly for the consideration of the board include, but are not limited to, discussions and decision on Company strategy, major investment decisions in new business development, commercial arrangements including funding requirements, high-level decisions on distribution of funds, and recruitment or dismissal of senior personnel and board members. The above outline of the Company’s corporate governance framework befits the current scale of the Company but will be subject to appropriate modifications as the Company grows in line with its stated strategy.

An annual review of the corporate governance framework outlined above is undertaken at the board meeting preceding or directly following the Company’s AGM. Changes considered to the current corporate governance framework, to be assessed in due course, include further appointments to the board, and establishing independent bodies to review and assess board performance.

HEALTH AND SAFETY

The Group has occupational health and safety policies and procedures in place ensuring that all efforts are made to minimise adverse personal and corporate outcomes, through best practice training, implementation and monitoring. No serious incidents occurred in the past year.

UK CODE ON TAKEOVER AND MERGERS

Eurasia Mining is subject to the UK City code on takeovers and mergers, which was revised and extended to apply to all companies listed on the AIM market in October 2013.

AUDITORS

Grant Thornton are willing to continue in office and a resolution proposing their re-appointment as auditors of the Company and a resolution authoring the Directors to agree their remuneration will be put to shareholders at the Annual General Meeting.