Corporate Governance

Corporate Governance Code

Although not required to comply with the requirements of the UK Corporate Governance Code (‘the Code’), the Directors take note of its provisions and of the QCA Corporate Governance Guidelines for Smaller Quoted Companies and follow best practice therein to the extent that they believe it is appropriate in light of the size, stage of development and resources of the Company. At present, due to the size of the Company, audit and risk management issues will be addressed by the Board. As the Company grows, the Board will consider establishing an audit and risk management committee and will consider developing further policies and procedures which reflect the principles of good governance.

The Board of directors comprises two full-time executive directors and five part-time non-executive directors, two of whom qualify as independent non-executive directors as defined by the Code. The directors are of the opinion that the recommendations of the Code have been implemented to an appropriate level.

The Board is responsible for providing strategic direction, setting objectives and management policies and agreement on performance criteria. The Board monitors compliance with objectives and policies of the Group through quarterly (or better) performance reporting, budget updates and operation reviews.

Accountability and Audit

The Board is responsible for Andiamo’s system of internal control and for monitoring and reviewing its effectiveness. These systems are designed to manage and minimise the risk of failure rather than to eliminate such risks and provide reasonable, though not absolute, assurance against material financial misstatement or loss.

Relationship with Shareholders

The Board is committed to providing improved communication with the shareholders of the Company. Significant developments will be disseminated through email circulars, updates on the Company website and via its news subscription service, which is open to anyone. The Company is happy to respond to enquiries from shareholders and the public.

Corporate Policies

Andiamo takes its health, safety, environmental and community responsibilities seriously, and has developed policies and systems to ensure that it explores in a safe, low impact and consultative manner, maximising the sustainability of its present and future operations for the benefit of all stakeholders.

Health and Safety

Andiamo takes the health and safety of its employees and contractors seriously and strives to exceed statutory obligations and achieve best practice. To this end, a safety management system has been implemented for its exploration operations.


Andiamo operates in strict adherence to international best practice and all local governmental standards with regard to environmental protection and impact. Procedures include pre-exploration checks and post-exploration remediation programmes. Currently, no unfulfilled commitments exist to remediate land upon which the Company has conducted exploration work.


The Company is committed to working consultatively and co-operatively with the communities in which it operates, which include local subsistence farmers and pastoralists.  Andiamo firmly believes that future mining operations should be to the benefit of all.

To this end, the Company’s personnel have forged close ties with landholders and maintain a constructive dialogue with the Ministry of Energy and Mines and local community representatives, ensuring local communities gain employment during the exploration campaigns in the Company’s licence area.

Andiamo Exploration constantly looks for practical ways to increase the local content of its projects. In addition, the Company aims to train and improve the skills of its employees to ensure a sustainable future work force for the Yacob Dewar gold and copper project while creating a newly skilled generation of Eritreans to fuel the country’s growing economy.


Andiamo Exploration values its reputation for ethical behaviour and for financial probity and reliability. It recognises that any involvement in bribery is not only likely to be a crime, but also, would reflect adversely on the Company’s image and reputation. It aims to limit its exposure to bribery by setting out a clear anti-bribery policy; training all employees so that they can recognise and avoid bribery; encouraging its employees to report any suspicion of bribery, through suitable channels of communication; rigorously investigating instances of alleged bribery; and taking firm and vigorous action against any individual involved in bribery.


Andiamo is committed to an ethical and honest approach to business.  The Company provides a channel for any member of staff to disclose any malpractice or misconduct such as fraud, bribery, corrupt practice, negligence or poor business performance of which they become aware, and to provide protection for employees who report allegations of malpractice or misconduct.