Table of Contents
The Quoted Companies Alliance has published the QCA Corporate Governance (the “QCA Code”) for AIM-listed companies. This Code includes guidelines for best practice for AIM companies, comprising ten principles that set a minimum standard, with recommendations for reporting corporate governance matters. The Directors of Mincon recognise the importance of sound corporate governance and the Group has adopted the QCA Code as its chosen code of corporate governance.
The Directors comply with Rule 21 of the AIM Rules and Rule 21 of the ESM Rules relating to directors’ dealings as applicable to AIM and ESM companies respectively and will take all reasonable steps to ensure compliance with those rules by Mincon’s applicable employees.
Corporate governance statement from the Chairman of the Board for Mincon Group plc:
This statement was last updated on 03 September 2021
As the Chairman of Mincon Group plc (the “Group”, “Company”, or “Mincon”), I have an overall responsibility for implementing effective corporate governance.
Working with the company secretary, I am responsible for the drafting of our corporate governance statements. The board is collectively responsible for setting the tone and culture of the Company, as well as promoting good corporate governance.
As of 2018, Mincon has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code (the “Code”). Mincon absolutely believes in sound corporate governance and accountability, and our approach to corporate governance is very much a part of our culture and business values.
To this end, the board has taken steps to apply the ten principles of the QCA Code as far as it is practicable. Included below are disclosures that detail how the QCA Code is applied by Mincon, with information on how the board is led, its responsibilities, our risk reporting, governance structure, and engagement with stakeholders.
Mincon embraces strong corporate governance principles, which will be instrumental in the long-term success of the Group. Applying the principles of this Code will ensure sustainable performance while mitigating risk.
In instances where our application differs with the recommendations proposed by the QCA Code, we provide insight and explanations for such differences. We also highlight any significant changes in our corporate governance over the previous 12 months, details of which will be published in the Group’s 2021 Annual Report.
Finally, we will regularly review our governance framework and our approach to how we apply the QCA Code. When changes are made, this statement will be updated.
Mincon makes use of two platforms for communicating its corporate governance structure: the annual report and the investor information area at www.mincon.com. Mincon’s management team and directors also engage directly with shareholders, both private and institutional, to listen to their comments and concerns about the Company’s performance.
Mincon Group plc
1 Stokes Place
St Stephen’s Green
Computershare Investor Services (Ireland) Limited
Sandyford Industrial Estate
Current Constitutional Documents
Please click on the links below for a copy of the Company’s Memorandum and Articles of Association
The Board has established an audit committee, a remuneration committee and a nomination committee with formally delegated duties and responsibilities.
The Audit Committee comprises John Doris (Chair), Hugh McCullough, Paddy Purcell, and Paul Lynch. The chief financial officer may also be invited to attend meetings of the committee. The committee meets at least three times a year and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on and for meeting with the auditors and reviewing findings of the audit with the external auditor. It is authorised to seek any information it properly requires from any employee and may ask questions of any employee. The audit committee meet with the auditors at least once a year without any members of the management being present and are also responsible for considering and making recommendations regarding the identity and remuneration of such auditors.
The Remuneration Committee comprises Paul Lynch (Chair), Patrick Purcell, and John Doris. It meets at least three times a year and considers and recommends to the Board the framework for the remuneration of the chief executive officer, chairman, company secretary, chief financial officer, Executive Directors and such other officers as it is designated to consider and, within the terms of the agreed policy, considers and recommends to the Board the total individual remuneration package of each Executive Director including bonuses, incentive payments and share awards. The committee reviews the design of all incentive plans for approval by the Board and Shareholders and, for each such plan, recommends whether awards are made and, if so, the overall amount of such awards, the individual awards to Executive Directors and the performance targets to be used. No Director is involved in decisions concerning his/her own remuneration.
The Nominations Committee comprises Hugh McCullough (Chair), Paddy Purcell, and John Doris. It meets at least twice a year and considers the selection and re-appointment of Directors. It identifies and nominates candidates for all Board vacancies and reviews regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes.
Environment and Sustainability Committee
The Environment and Sustainability Committee comprises Pirita Mikkanen (Chair), Patrick Purcell, Hugh McCullough and Paul Lynch. It meets at least twice a year. The Committee has been constituted by the Board to assist the Board in defining and regularly reviewing the Group’s strategy relating to Environment and Sustainability matters and in settling relevant key performance indicators. The Committee will develop and review regularly the policies, programmes, practices, targets and initiatives of the Group relating to Environment and Sustainability matters, ensuring they remain effective and up to date and consistent with good industry practice. The Committee will also provide oversight of the Group’s management of Environment and Sustainability matters and compliance with relevant legal and regulatory requirements, including applicable rules and principles of international practice and applicable industry standards and will report as required to the shareholders of the Company on the activities and remit of the Committee.
Board and Management
Non-Executive Directors and Company Secretary
Senior Independent Non-Executive Director
John joined the board in February 2017. He has broad experience across a number of sectors including manufacturing, lending and corporate finance.
He has been an independent consultant and a non-executive director for over twenty years.
Prior to becoming an independent consultant, he was a director of ABN Amro Corporate Finance (Ireland) Limited where he managed the successful Riada Business Expansion Funds.
John graduated from University College Dublin with a B.Sc. in physics in 1969 and returned to University College Dublin to complete his M.B.A. in 1977.
He qualified as an ACCA in 1974 and is a former president of ACCA Ireland.
Patrick served an apprenticeship in the Irish Air Corps in the 1950s and later qualified as an accountant in Australia in 1961.
When he returned to Ireland in 1967 he joined Shannon Diamond & Carbide Ltd, (later Boart Longyear) and worked in various capacities with their European Group Companies for the next 10 years.
His roles with Shannon Diamond & Carbide included that of cost accountant, sales and marketing director and a period as a general manager of their manufacturing plant in Norway before becoming their director for European sales companies and product development.
Patrick set up Mincon in 1977 and developed the group, firstly in Ireland and then into overseas areas including USA, Canada, Australia, South Africa and Sweden.
Patrick remained as executive chairman until 2012 but continued to work with the company as an adviser on new projects.
Paul currently acts as strategic adviser for a number of companies having recently served as Chief Financial Officer of Applegreen plc, a quoted petrol forecourt retailer in the Republic of Ireland and the United Kingdom, between 2014 and 2017.
Paul qualified as a chartered accountant with Arthur Andersen in 1990, after which followed a wide ranging career in corporate finance and senior management across a number of industry sectors.
He was a director of Heiton Group plc for seven years, from 2000 to 2007, initially as Head of Corporate Development and subsequently as Managing Director of its Retail Division.
Paul served as chief executive of large-scale businesses in the retail, manufacturing, waste management and facility services sectors and he has led and concluded over 20 M&A transactions across diverse industries and jurisdictions.
Independent Non-Executive Director
Pirita is currently a Vice President of Energy with the Metsä Group, a Finnish forest industry group operating in international markets, focused on the responsible processing of northern wood into first-class products. Her team at Metsa works to ensure reliable and cost-effective energy production and leads the sustainable development of Metsä utilities.
Prior to joining Metsa, her experience included roles with TM Systems Oy, an industrial air systems company with a focus on reducing energy usage and emissions, and serving as CEO of Lifa Air Ltd Oy, a pioneer in the development of services, machines and equipment that enable cleaner and healthier indoor air. She has acted as a fund manager and board member of climate funds.
Pirita holds a Ph.D in Applied Physics, focusing on cleantech on pollution prevention, from the Helsinki University of Technology.
Barry qualified as a Certified Public Accountant in 2009 having commenced his finance career in practice.
He has held various management roles within both practice and industry. This included four years providing business partnering and financial management support to executives within an international telco company based in Australia.
Having joined Mincon in August 2017 as Financial Controller of Mincon International Ltd, Barry is currently the Group’s head of operational finance.
Chief Executive Officer
Joseph qualified as a mechanical engineer in 1988 at University College Galway, in Ireland and since then has worked with Mincon in various capacities.
DTH hammer design has been his main area of specialisation although he has extensive experience in manufacturing methods, heat-treatment and process development.
His hammer design work has included seven years in Perth, Australia where he developed a successful range of reverse circulation and conventional DTH hammers for local and export markets.
Joseph was appointed as chief technical officer for the Mincon Group on his return from Australia in 1998. In May 2015, Joseph was appointed Chief Executive Officer of Mincon Group plc.
Regional executive – Americas
Thomas has a background in accounting prior to emigrating to the USA to work with Mincon on a new joint venture opportunity in the country.
He worked for the Mincon Group in the dimensional stone quarrying industry during which time he was key in setting up operations in Virginia and North Carolina. In 1996, Mincon sold its investment in the quarrying entities to Marlin Group of South Africa.
He worked in various positions with their USA subsidiary from Purchasing and Safety Manager of four quarrying companies, to CFO and Operations Manager for their Atlanta based operation, Stone Connection.
He re-joined the Mincon Group in 1999 as President of Mincon, Inc.
Chief Financial Officer
Mark began his finance career in practice in 2004 where he qualified as a Certified Public Accountant (“CPA”). He began working with Mincon as Financial Controller of Mincon International Ltd. in March 2010.
He moved into the position as Group Financial Controller in 2013 prior to the IPO of Mincon where he was the lead accountant. Preceding his finance career Mark worked in airline operations and holds a bachelor’s degree in Information Technology.
Mark also held the position of company secretary for Mincon Group plc between March 2017 and March 2019.
Regional executive – Asia Pacific
Stephen joined Mincon in 2016 after the acquisition of OZmine, where he was the CEO. He has over 35 years’ experience in manufacturing and servicing the oil, gas and mining sectors.
Stephen has formed many successful start-up businesses throughout his career, one such business began in 1991, where Stephen together with his business partner and 700 employees, traded through their company Oilmin Tools.
The company specialised in manufacturing drilling consumables and selling direct to the end user of those products. Oilmin Tools had five manufacturing facilities across Australia, Indonesia and Singapore securing contracts with blue chip companies throughout those regions.
Stephen completed his Boilermaker First Class Welding Apprenticeship In 1980.
Regional Executive – EME
Jussi joined Mincon Group in January 2017. He was chief executive officer of Robit Rocktools Ltd. from 2005 to January, 2016.
Prior to that, he held international management positions at Huhtamäki Oyj and UPM Kymmene Corporation.
Jussi holds a bachelor of Economics degree and has also an Executive Master of Business Administration degree.
Martin van Gemert
Regional Executive – Africa
Martin joined Mincon in 2010, when he set up the Mincon West Africa business and started the Group’s expansion into Africa.
He has more than three decades of experience in the construction, geotechnical, exploration, and mining industries, in various operational management capacities with drilling contractors and drilling equipment manufacturers. In 2007 he established a country office for Sandvik in Mali and was appointed as the country manager for that business, where he managed a team of technicians and sales personnel, as well as the supply of capital mining equipment and consumables to three large gold mines.
He has managed drilling and blasting operations at major construction projects and opencast gold mines across Southern Africa, where his operational experience includes operating drilling equipment, specialised geotechnical, ground stabilisation, controlled construction, and opencast mine blasting techniques.