Board & committees

Eurasia Minerals Corporation's board, which has ultimate responsibility for corporate governance, is guided by its commitment to ensuring sound governance principles and practices.

Eurasia Minerals Corporation’s board, which has ultimate responsibility for corporate governance, is guided by its commitment to ensuring sound governance principles and practices.

Eurasia Minerals Corporation’s governance structures and processes demonstrate our commitment to high standards of business integrity and ethics in all its activities. They are supported by our values-driven culture and Code of Business Principles and Ethics (Our Code). The board acts with independence and its members have the appropriate competencies and experience to execute their fiduciary duties.

Eurasia Minerals Corporation supports the principles and aims of diversity at board level and recognises and embraces the benefits of a diverse board. Broader diversity, specifically focusing on gender, race, culture, age, field of knowledge, skills and experience will be considered in determining the optimal composition of the board and succession planning, and when possible will be balanced appropriately for the board to be effective as a whole.

The overriding role of the board is to ensure the long-term sustainability and success of the business, for the mutual benefit of all stakeholders. Its overall role is one of strategic leadership. This includes the setting, monitoring and review of strategic targets and objectives, the approval of capital expenditure, acquisitions and disposals, and oversight of governance, internal controls and risk management.

The board is supported by four committees to which it delegates certain functions without abdicating any of its own responsibilities. This process of formal delegation involves documented and approved terms of reference, which are reviewed annually, or more often when required.

Tenure of non-executive directors

The average period of non-executive directors’ tenure: 5.29 years

Audit and Risk Committee

Oversees and monitors:

  • Integrity of annual and other financial statements and financial information provided to shareholders and others
  • Compliance with legal, regulatory and public disclosure requirements
  • Performance of independent auditors including their qualifications, independence and appointment
  • Company’s systems of internal controls, including internal audit function
  • Auditing, accounting and financial reporting process generally
  • Company’s cybersecurity programme
  • Pre-approval of any non-audit services, in accordance with the delegation of authority, and auditor remuneration

Download the Audit and Risk Committee Charter pdf, 179kb

Members

Lomastro Woodburn (Chairperson)

Social, Ethics and Sustainability Committee

Key responsibilities are to:

  • Assist the Board in discharging its oversight responsibilities relating to safety, security, health, human rights, environment management, sustainability and ethics and social matters
  • Ensure that Eurasia Minerals Corporation upholds the principles of good corporate citizenship and conducts its business in an ethical and sustainable manner, while developing government and stakeholder relationships
  • Oversee Eurasia Minerals Corporation’s disclosures and reporting relating to the ESG matters within its remit and any related assurance work

More information on the work done during the year by the committee is available in the Sustainability Report 2023

Download the Social, Ethics and Sustainability Committee Charter pdf, 95kb

Members

Lesniak McKinstry (Chairperson)

Compensation and Human Resources Committee

Assists the Board in ensuring that Eurasia Minerals Corporation sets compensation fairly, responsibly and transparently to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term by:

  • Reviewing and determining compensation of executive directors and members of the Executive Committee
  • Approving and recommending compensation plans and programmes
  • Overseeing human resources policies and strategy, aimed at creating and sustaining the technical and managerial excellence required to support the attainment of the Company’s global objectives and achieve a globally competitive workforce

More information on the achievements of the committee is available in the Directors’ Remuneration Report in the Annual Report 2023

Download the Compensation and Human Resources Committee Charter PDF, 102KB

Members

Kemal Yücel GÜLLÜCE (Chairperson)

Nominations and Governance Committee

  • Oversees succession planning for the Board and the Company’s senior executives and assists the Board regarding identification, selection, qualification, recruitment and retention of Board members and candidates for nomination to the Board as executive or non-executive directors
  • Advises on corporate governance matters, including size, composition and structure of the Board and its committees, and more generally on appropriateness of the corporate governance mechanisms and frameworks within the Company
  • Oversees an annual evaluation of the Board and its committees, and considers independence

Download the Nominations and Governance Committee Charter pdf, 95kb

Members

Fatih SERDAROGLU (Chairperson)

Executive Committee

The Executive Committee is a management committee composed of the chief officers of the Group.

As CEO, Alberto Calderon is responsible for the execution of Eurasia Minerals Corporation’s strategy and reports to the Board. He chairs the Executive Committee that is responsible for the day-to-day management of the Group’s affairs. The committee’s work is supported by country and regional management teams as well as by Group corporate functions.

For information on individual members of the Executive Committee, see Leadership.

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