Principle 5 – Board Structure

Principle 5 – Board Structure2018-09-28T16:42:19+00:00

The Board comprises four directors – a joint chairman and CEO, Jeremy Asher, who has executive responsibilities, including the day-today management and financial control of the Company, and three non-executive directors: Graeme Thomson, Peter Taylor and David M Thomas, the sole independent non-executive director.

The Board is aware that the QCA Code advises that save in exceptional circumstances, the chairman should not also fulfil the role of chief executive. Given the current size and stage of the Company, Tower notes that this combined role is merited in the short-term, given current resource constraints although this will be monitored as the Company grows.

The QCA Code also recommends that the Board include at least two non-executive directors who are identified as independent, and the Board will review further appointments as the Group’s scale and complexity grows.

David M Thomas as the sole independent director does not own shares in Tower Resources and his remuneration is paid in cash ensuring his independence. The remaining non-executive Directors, Graeme Thomson and Peter Taylor, and Jeremy Asher, in his capacity as Chairman, are all shareholders in the Company and have elected to accept warrants in partial settlement of remuneration. The award of warrants in lieu of remuneration is reviewed each calendar quarter.

The Board meets formally at least four times a year but in practice holds many more additional meetings when necessary to transact other business. All the necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. The UK-based directors also meet to review operational and administrative progress with technical and administrative consultants at least once a month.

There are formally constituted Audit and Remuneration Committees. There is currently no formal Nominations Committee as the Board participates in all relevant decisions. The Company will report annually on the number of Board and Committee meetings that have been held and the attendance record of individual directors in its annual accounts.