There are no directors' service contracts and, except in the case of Ian Cuthbertson,
no arrangements in force whereby the group is under an obligation to pay fees, salaries,
pensions or any other remuneration to any of the directors. During the year the
remuneration committee comprised Malcolm Burne and Danesh Varma.
The board's aim with regard to executive and non-executive directors' remuneration is to
provide a package which will attract, retain and motivate directors of the calibre
required and be consistent with the group's limited ability to pay directors in cash.
Consequently share options form the major part of the directors' remuneration.
All directors and employees are eligible to receive options. In determining the amount of
options to be granted to each individual, the directors take into account the need for and
value of his services, the amount of time he spends on the business of the group and any
other remuneration receivable by him from the group.
The total directors' remuneration amounted to £18,654 (2000 - £26,027) all
payable to Ian Cuthbertson and comprising salary £17,679 (2000 - £25,097) and
pension contributions £975 (2000 - £930).
Directors' options
Details of each share option held by those who were directors at the beginning of the
year are set out below. These holdings were unchanged in amount at 20 August 2001. There
have been no options granted, exercised or lapsed during the year.
| Name | Options at 1 April 2000 | Options at 31 March 2001 | Exercise price | Date from which exercisable | Expiry date |
| John Kearney | *1,960,000 | *1,960,000 | 5p | 23 October 96 | 22 October 2003 |
| Lord Crickhowell | 384,000 | - | 5p | 30 November 95 | 30 November 1999 |
| Lord Crickhowell | *216,000 | *216,000 | 5p | 23 October 96 | 22 October 2003 |
| Lord Crickhowell | - | *384,000 | 5p | 5 December 99 | 4 December 2006 |
| Malcolm Burne | *500,000 | *500,000 | 8.5p | 22 December 97 | 22 October 2003 |
| Ian Cuthbertson | 400,000 | 400,000 | 5p | 30 November 95 | 30 November 2002 |
| Ian Cuthbertson | 200,000 | 200,000 | 5p | 23 October 96 | 22 October 2006 |
| Malcolm Swallow | 600,000 | 600,000 | 5p | 30 November 95 | 30 November 2002 |
| Danesh Varma | *300,000 | *300,000 | 5p | 23 October 96 | 22 October 2003 |
Lord Crickhowell resigned on 1 September 2000, Malcolm Swallow resigned on 14 June 2001
and Malcolm Burne resigned on 28 June 2001.
There are performance criteria to be met in respect of share options marked with an
asterisk, namely that the company's share price performance must exceed that of the
companies in the top quartile of the FTSE 100 index. There are no performance criteria to
be met in respect of other share options. Each grant of an option was made at a cost to
the participant of £1. No share options have been exercised during the year.
The market price of the ordinary shares at 31 March 2001 was 2.5 pence, the high for the
year to 31 March 2001 was 3.5 pence and the low for the year was 1.75 pence. The market
price at 20 August 2001 was 2.75 pence.
The board regularly considers its policies and practices in relation to corporate
governance in the light of the Combined Code on Governance issued by the Financial
Services Authority.
The board supports the highest standards in corporate governance and endeavours to
implement the principles of the Combined Code in such a manner as not to hinder the
development of the group. This is perhaps harder in a small group than in the larger
organisations with which the Combined Code is chiefly concerned.
Throughout the year the group has been in compliance with the Code provisions set out in
section 1 of the Combined Code on Corporate Governance issued by the Financial Services
Authority, except as set out below:
Directors
During the year the board was comprised of two executive directors and three or four
non-executive directors.
The board currently has two executive and one non-executive directors. Following the
expected election of Howard Miller at the forthcoming AGM, he will become the senior
independent non-executive director for the purposes of the Combined Code.
John Kearney is the chairman and chief executive. In the light of the size and activity
level of the group, the board believes that combining these roles is entirely appropriate
for the group at present. The company's strategy is determined by the whole board.
During the year the audit committee comprised Danesh Varma and Malcolm Swallow and
following the expected election of David Lean at the forthcoming AGM he will take the
place of Malcolm Swallow on the audit committee.
There is an established procedure by which directors may, at the company's expense, take
independent advice in the furtherance of their duties.
Internal control
The board of directors is responsible for and annually reviews the group's systems of
internal control, financial and otherwise. Such systems provide reasonable and not
absolute assurance of the safeguarding of assets, the maintenance of proper accounting
records and the reliability of financial information. The key feature of the group's
financial control system is that board members directly monitor all payments and
transactions as well as budgets and annual accounts. The board does not wish to establish
an internal audit function at present, however this decision is reviewed annually.
In reviewing the other risks facing the company, the board is sufficiently close to the
company's operations and aware of its activities to be able to adequately monitor risk
without the establishment of any formal process. The board believes the significant risks
facing the company are adequately disclosed in these financial statements and that there
are no other risks of comparable magnitude which need to be disclosed.
The company has entered into a controlling shareholder agreement with Juno which is
available for inspection at the registered office.
We have audited the financial statements of Anglesey Mining for the year ended 31 March
2001 which comprise the consolidated profit and loss account, the balance sheets, the
consolidated cash flow statement and the related notes 1 to 26. These financial statements
have been prepared under the accounting policies set out therein. We have also examined
the amounts disclosed relating to directors' remuneration in the report to shareholders on
directors' remuneration.
Respective responsibilities of directors and auditors
As described in the statement of directors' responsibilities, the company's directors
are responsible for the preparation of the financial statements in accordance with
applicable United Kingdom law and accounting standards. Our responsibility is to audit the
financial statements in accordance with relevant United Kingdom legal and regulatory
requirements, auditing standards, and the Listing Rules of the Financial Services
Authority.
We report to you our opinion as to whether the financial statements give a true and fair
view and are properly prepared in accordance with the Companies Act 1985. We also report
if, in our opinion, the directors' report is not consistent with the financial statements,
if the company has not kept proper accounting records, if we have not received all the
information and explanations we require for our audit, or if information specified by law
or the Listing Rules regarding directors' remuneration and transactions with the company
and other members of the group is not disclosed.
We review whether the corporate governance statement reflects the company's compliance
with the seven provisions of the Combined Code specified for our review by the Listing
Rules and we report if it does not. We are not required to consider whether the board's
statements on internal control cover all risks and controls, or form an opinion on the
effectiveness of the group's corporate governance procedures or its risk and control
procedures.
We read the directors' report and the other information contained in the annual report for
the above year as described in the contents section and consider the implications for our
report if we become aware of any apparent misstatements or material inconsistencies with
the financial statements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by
the Auditing Practices Board. An audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the financial statements. It also includes an
assessment of the significant estimates and judgements made by the directors in the
preparation of the financial statements and of whether the accounting policies are
appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations
which we considered necessary in order to provide us with sufficient evidence to give
reasonable assurance that the financial statements are free from material misstatement,
whether caused by fraud or other irregularity or error. In forming our opinion, we also
evaluated the overall adequacy of the presentation of information in the financial
statements.
Fundamental uncertainties
In forming our opinion we have considered the adequacy of the disclosures in the
financial statements concerning the basis of preparation and the recoverability of
development and exploration expenditure.
The financial statements have been prepared on a going concern basis, the validity of
which depends on:
The financial statements do not include any adjustments that would result,
should the above conditions not be met. Details of the circumstances relating to this
fundamental uncertainty are described in note 1 to the financial statements.
The financial statements disclose the directors' assumption that the development and
exploration expenditure, included in the company balance sheet at £9,028,435 (2000 -
£11,954,276) and in the consolidated balance sheet at £9,219,362 (2000 - £12,143,953)
will be recovered by the operation of the mine. The validity of this assumption depends
upon the viability of the operation of the mine, the ability of the group to raise the
funding referred to above and the ability of the group to trade profitably in the future,
Details of the circumstances relating to this fundamental uncertainty are described in
note 8 to the financial statements.
Our opinion is not qualified in respect of the above fundamental uncertainties.
Opinion
In our opinion, the financial statements give a true and fair view of the state of
affairs of the company and the group as at 31 March 2001 and of the loss of the group for
the year then ended and have been properly prepared in accordance with the Companies Act
1985.
Deloitte & Touche
Chartered Accountants and Registered Auditors
Earlsfort Terrace, Dublin 2.
24 August 2001