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 three executive directors 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 Combined Code on Corporate Governance applicable to listed companies. As a company which is on AIM, the Company is not required to comply with the Combined 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 comprises the non-executive Chairman, three executive directors and one non-executive director. The board meets regularly throughout the year and as issues arise which require board attention.

The chairman 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 established 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.

Audit committee

The audit committee currently comprises George Eccles (chairman) and Christopher Thomas. 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 Christopher Thomas (chairman) and George Eccles. 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 Chief Executive 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 of shares

The ordinary shares of Hambledon Mining Plc are listed on the Alternative Investment Market of the London Stock Exchange ("AIM"). They are not listed on any other market. There are no restrictions on the transfer of the Company’s AIM shares.

Percentage of AIM securities not in the public hands

The only parties related to the Company are its current directors. They and their connected parties currently hold 94,700,595 ordinary shares in the Company. There is 32.79 per cent. of the Company's AIM securities not in public hands.

Shares in issue

There are currently 516,089,233 ordinary shares of nominal value 0.1 pence each in issue. There are no shares held in treasury.

At 06 July 2010 , the following shareholders, each held over 3% of the company's issued, ordinary share capital at that date.

Key advisers

Nominated adviser and broker
FAIRFAX I.S. PLC
46 Berkeley Square
London, W1J 5AT

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 consultant
Roger Rhodes B.Sc.M.Sc.MIMMM
Computer Resource Services
Datcha
Woolsery
Bideford
Devon EX39 5QT

Financial information

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
Notice of AGM (PDF)