Corporate Governance

Description of the Board

Chaarat Gold Holdings Limited (the “Company” or “Chaarat”) has one executive director and five non-executive directors four of whom are independent. All major decisions relating to the Company and its subsidiaries (the “Group”) are made by the majority independent board of directors of the Company (the “Board”). Operations of the Group are conducted by the subsidiaries of the Company (principally Chaarat Zaav CJSC) under the direction of the directors of each of the subsidiary companies.

The Board aims to meet at least quarterly and as required from time to time to consider specific issues required for decision by the Board. The Board is responsible for setting the Company strategy, ensuring corporate governance is of an appropriate standard, approves the short and long-term business plans and appoints the Chief Executive Officer. The Board reviews key business risks regularly, including the financial and non-financial risks facing the Group in the operation of its business.

The individual directors of the Board have a wealth of experience from diverse professional and personal backgrounds. The Chairman is responsible for leading the Board, including ensuring that an appropriate level of diversity is maintained to promote distinct perspectives on Group and Company matters, and for implementing a robust governance framework. The Chief Executive Officer is responsible for leading the Company in its strategic pursuits and for ensuring that the Company’s business model is implemented effectively and in line with the Company’s values.

The Group operates a share dealing code for directors on the basis set out in the AIM Rules for Companies (the “AIM Rules”), and will review its share dealing code from time to time to ensure it remains as effective as possible.

Approach to Corporate Governance

As a Company whose shares are admitted to trading on the AIM Market of the London Stock Exchange plc, the Company is not required to comply with the UK Corporate Governance Code (the ‘Code’) issued by the Financial Reporting Council.

However, the Group aims to comply with best practice in the industry and as such elects to follow the main principles of the Quoted Companies Alliance’s Corporate Governance Code 2018 (the “QCA Corporate Governance Code”).

The QCA Corporate Governance Code identifies 10 principles that focus on the pursuit of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which the Company was created. The attached document sets out the ways in which the Group applies the 10 principles of the QCA Corporate Governance Code in support of the Group’s medium to long-term success.

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