Description of business

Hambledon Mining plc is a gold mining and exploration company which is operating the Sekisovskoye gold mine which is close to Ust Kamenogorsk in East Kazakhstan . Its business is described in detail in the "About Us" and "Operations" sections of this website.

Directors and their responsibilities

The board of directors of Hambledon Mining plc comprises one executive director and two non-executive directors. The current directors, together with their biographical details, are set out in the "Management" section of this website.

The directors are responsible for formulating, reviewing and approving the Group's strategy, budgets, major items of capital expenditure and senior personnel appointments.

Corporate Governance

The directors are aware of the UK Corporate Governance Code on Corporate Governance applicable to listed companies. As a company quoted on AIM, the Company is not required to comply with the UK Corporate Governance Code, but the directors intend to comply with its main provisions as far as is practicable having regard to the size of the Group.

Board structure and its committees

The board currently comprises one executive director and one non-executive director. The board meets regularly throughout the year and as issues arise which require board attention.

The Managing Director conducts board and shareholder meetings and ensures that all directors are properly briefed. The directors are responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and senior personnel appointments. The directors have access to independent professional advice at the Company’s expense and to the company secretary.

At each annual general meeting one third of the directors must retire by rotation, whereupon they can offer themselves for re-election if eligible.

The Company has  an audit committee and a remuneration committee. In view of the Company’s size, the directors do not consider the Combined Code recommendation for a Nominations Committee to be appropriate - instead the whole board is responsible for recommending and appointing board memebers and senior executives.

Audit committee

The audit committee currently comprises Nicholas Bridgen and Ashar Qureshi.  It meets at least twice a year and is responsible for considering the appointment and fees of external auditors, their cost effectiveness, independence and objectivity and for ensuring that the financial performance of the Group is properly reported and monitored.

The committee liaises with the auditors and reviews the reports from the auditors relating to the financial statements and internal controls.

Remuneration committee

The remuneration committee comprises Ashar Qureshi and Nicholas Bridgen. It meets at least once per year and is responsible for determining the contract terms, remuneration and other benefits of the executive directors. The remuneration of non-executive directors is determined by the board within the limits set out in the Articles of Association.

None of the committee members has any personal financial interest in the matters to be decided (other than as shareholders), potential conflicts of interest arising from cross-directorships, or any day-to day involvement in running the business.

None of the committee members has any personal financial interest in the matters to be decided (other than as shareholders), potential conflicts of interest arising from cross-directorships, or any day-to day involvement in running the business.

The committee consults the Managing Director about its proposals and has access to professional advice from inside and outside the Company at the Company's expense.

Country of incorporation and main country of operation

Hambledon Mining plc is incorporated in the United Kingdom. It operates in Kazakhstan mainly via two wholly owned, Kazakh incorporated subsidiaries:
TOO Gornorudnoe Predpriatie Sekisovskoye
TOO Altai Ken-Baiytu

Listing and trading of shares

The ordinary shares of Hambledon Mining Plc are quoted on the AIM marketof the London Stock Exchange ("AIM"). They are not listed or admitted to trading on any other exchange or trading platform. There are no restrictions on the transfer of the Company’s AIM shares.

Percentage of AIM securities not in the public hands

 There is 59.91 per cent. of the Company's AIM securities not in public hands.

Shares in issue

There are currently 979,721,513 ordinary shares of nominal value 0.1 pence each in issue. There are no shares held in treasury.

At 24 December 2012 , the following shareholders, each held over 3% of the company's issued, ordinary share capital at that date.

Key advisers

Nominated adviser and broker
Strand Hanson Ltd.,
26 Mount Row
London, W1K 3SQ

Auditors to the group
Deloitte LLP
2 New Street Square
London EC4A 3BZ
United Kingdom

Solicitors
Walker Morris
Kings Court
12 King Street
Leeds LS21 2HL

Independent geological consultants:
 Golders Associates (UK) Limited
Attenborough House
Browns Lane Business Park
Stanton-on-the-Wolds
Nottinhghamshire NG12 5BL

Other:
Roger Rhodes  BSc.,M.Sc.,MIMMM
Computer Research Services
Datcha
Woolsery
Bideford
Devon EX39 5QT

Other financial information

Other financial information, including the most recent annual and interim reports, can be found in the “Financial reports” section of this website.

Notifications

All notifications made by the Company during the last 12 months can be found in the “News” section of the website.

Links to documents constituting the company

Articles of association (PDF)
Memorandum of association (PDF)
AIM admission document PDF)
 

Documents sent to shareholders within the past 12 months
 

Placing and Open Offer Application Form (PDF)
Placing and Open Offer Circular (PDF)
Placing and Open Offer Form of Proxy (PDF)
Notice of AGM
Annual Report 2010
Documents available for inspection in relation to the recommended cash only partial offer by African Resources Limited 2 November 2012