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Corporate Governance Statement

In November 2023 the Quoted Companies Alliance (‘QCA’) updated its Corporate Governance Code dated April 2018 (the ‘QCA Code 2018’). The QCA’s Corporate Governance Code 2023 (the ‘QCA Code 2023’) came into effect for accounting periods commencing on or after 01 April 2024.

The QCA Code 2018 and the QCA Code 2023 each take key elements of good governance and apply them in manners which are workable for the different needs of growing companies. The QCA Code 2018 and the QCA Code 2023 are each constructed around ten broad principles and sets of disclosures.

GCM Resources Plc’s (‘GCM’ or ‘the Company’) directors recognise the importance of sound corporate governance, and in 2018 the Company adopted the QCA Code 2018 and applied its ten principles. On 26 June 2025 the Company adopted the QCA Code 2023 with immediate effect and has applied its ten principles, except as specifically noted below. The Company’s compliance with the QCA Code 2023 is as described below which sets out the manner of compliance with the QCA Code 2023 or states that the manner of compliance is described in the information provided on the Company’s website at www.gcmplc.com.

Corporate Governance Statement

As an independent non-executive director and chair (the ‘Chair’) of the board of directors of the Company (the ‘Board’ or the ‘Board of Directors’) it is my responsibility to ensure that the Company correctly implements and applies the ten principles of the QCA Code 2023 to support the Company in achieving its priority goal of obtaining approval for the development of the Phulbari Coal and Power Project (the "Project") in north-west Bangladesh.

The Board believes that it applies the ten principles of the QCA Code 2023 but recognises the need to continue to review and develop governance practises and structures, to ensure they are in line with the growth and strategic plan of the Company.

The key governance related matter to have occurred during 2025 is the Company’s decision to adopt the QCA’s updated Corporate Governance Code, the QCA Code 2023, and apply its ten principles.

The Principles of the QCA Code 2023

Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders

GCM has established a strategy and business model, the purpose of which is to promote long-term value for shareholders. The strategy and business model provides as follows:

  • the principal activity of the Company and its subsidiaries (together the ‘Group’) is the development of the identified world class coal resource of 572 million tonnes (JORC 2004 compliant) at the Phulbari Coal and Power Project (“the Project”) in north-west Bangladesh. Utilising the latest highly energy efficient coal-power generating technology the Phulbari coal mine can support some 6,600MW. The Project site can also support over 2,000MW of Solar Power capacity throughout the Project life span. GCM requires approval from the Government of Bangladesh to develop the Project.
  • the strategy of the Company is obtaining approval from the Bangladesh Government for the comprehensive Project Proposal. With our Development Partner, PowerChina, GCM aims to finance, develop, and operate all project aspects over a 35+ year lifespan.

The business and operations of the Group are subject to a number of risk factors. These risk factors and the Group’s comments and mitigating actions against them are set out in the ‘Strategic Report – Risks and Uncertainties’ section of the Annual Report(s).

The strategy and business model demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the Company from unnecessary risk and securing its medium to long-term future, and to deliver shareholder value in the medium to long-term.

Principle 2: Promote a corporate culture that is based on ethical values and behaviours

The Board promotes a corporate culture that is based on ethical values and behaviours. The Board considers it an asset and source of competitive advantage to undertake its business and operations in an ethical manner. As such the Company has adopted a number of policies (including but not limited to the following):

  • Code of Conduct: This includes matters such as: compliance with law; disclosure of information; accounting records and practises; fair dealing; conflicts of interest; corporate opportunities; use of company property; safety and environmental protection; fundamental rights; responsibility; where to seek clarification; and reporting breaches;
  • Anti-Corruption and Anti-Bribery Policy: The government of the United Kingdom (‘UK’) has issued guidelines setting out appropriate procedures for companies to follow to ensure that they are compliant with the UK Bribery Act 2010. The Company has conducted a review into its operational procedures to consider the impact of the Bribery Act 2010 and the Board has adopted an anti-corruption and anti-bribery policy;
  • Share Dealing Code: The Company has adopted a share dealing code for dealings in securities of the Company by directors and certain employees which is appropriate for a company whose shares are traded on AIM. The share dealing code is based on the model code developed by the QCA and the Institute of Chartered Secretaries and Administrators. This constitutes the Company’s share dealing policy for the purpose of compliance with UK legislation including the Market Abuse Regulation and the relevant part of the AIM Rules for Companies. Furthermore, insider legislation set out in the UK Criminal Justice Act 1993, as well as the provisions relating the market abuse, apply to the Company and dealings in its ordinary shares; and
  • Social Media Policy: The Board has adopted a social media policy which is designed to minimise the risks to the Company’s business arising from, and to assist directors and employees in making appropriate decisions about, the use of social media. In particular, the policy provides guidance that the disclosure on social media of commercially sensitive, price sensitive, private or confidential information relating to the Company is prohibited.

The policy set by the Board is evidenced by the actions and decisions of the chief executive officer and the rest of the management team. Our corporate values guide the objectives and strategy of the Company and drive the strategy and business model adopted by the Board.

The culture is visible in every aspect of the business, including recruitments, nominations, training and engagement. The Company’s performance and reward systems endorse the desired ethical behaviours across all levels of the Company.

Principle 3: Seek to understand and meet shareholder needs and expectations

The Board seeks to understand and meet shareholder needs and expectations by discussing the overall development of the Company’s strategy regularly at meetings of the Board. This issue will be a standing point of business at each Board meeting. The Board will also seek to develop a good understanding of the needs and expectations of all elements of the Company’s shareholder base by asking the Company’s registrar to keep the directors informed of the change in identity of any significant shareholders.

The Board will work alongside its Nominated Adviser and other advisers to manage shareholders’ expectations in order to seek to understand the motivations behind shareholder voting decisions. The Board will take into account shareholder voting at any general meeting and any correspondence received by the Company from shareholders with respect to any matter relating to its business to further its understanding. Shareholders are encouraged to contact the Company - this can readily be done by email submission to [email protected].

Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

The Board understands that the Company’s long-term success relies upon good relations with a range of different stakeholder groups, both its internal workforce and its external suppliers, customers, regulators and others.

GCM has identified the following internal stakeholders:

  • shareholder and loan note holders;
  • the directors of the Company; and
  • all members of the Company’s and Subsidiaries’ management teams (in compliance, administrative and field-based roles).

GCM has identified the following external stakeholders:

  • suppliers of goods and equipment;
  • securities regulators;
  • local government (Bangladesh);
  • ministerial departments responsible for administering mineral & resources exploration activities to take place; and
  • local communities.

The Company will take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success.

Given the business and operations of the Company, matters may arise that impact on society and the communities within which it operates or the environments which may have the potential to affect the Company’s ability to deliver shareholder value over the medium to long-term.

Feedback from government agencies reflects the importance of making local communities active stakeholders who are incentivised to support the Project. This includes offering employment, access to education, and fair compensation for land and relocation needs. In response, GCM’s Resettlement Action Plan (RAP) was developed as part of the comprehensive Environmental and Social Impact Assessment for the coal mine, and reflects the specific requirements identified through extensive community surveys within and adjacent to the Project Area. A demographic survey conducted in 2019 further updated population and household data to guide our approach.

Through the RAP, GCM is committed to uplifting the local community and will ensure the following:
• Fair, transparent, and fully compensated relocation;
• Enhanced living standards with improved town and village amenities;
• Financial grants to improve livelihoods;
• Training programs and preferential employment opportunities;
• Support for agricultural development to bolster local farming.

Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

As described above, the Company’s business and operations are subject to certain risks. The Board receives monthly updates from management on operational, investor and public relations, finance and administrative matters. In addition, the Company’s directors are encouraged to liaise and meet with management on a regular basis to discuss matters of particular interest to each director. The Company’s management has implemented effective risk management, considering both opportunities and threats, throughout the organisation.

The Board shall ensure that the Company’s risk management framework, including internal controls and assurance activities, identifies and addresses all relevant risks in order to execute and deliver its strategy. The Company has considered its extended business, from key suppliers to end-customers in identifying and addressing risk. As the Company grows then the risk management framework, including internal controls and assurance activities, will develop accordingly.

The Board has developed a strategy to determine the extent of exposure to the identified risks that the Company is able to bear and willing to take.

Principle 6: Establish and maintain the board as a well-functioning, balanced team led by the chair

As a Board the directors have collective responsibility and legal obligation to promote the interests of the Company and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Board. The Company holds Board meetings at least six times each complete financial year, and at other times as and when required.

The Board currently comprises four directors (see below), two of whom are deemed to be independent non-executive directors for the purpose of corporate governance (being Charlie Green and myself (Paul Shackleton)).

As at the date of this statement the Board consists of the following members:

Paul Shackleton, Non-Executive Director (Independent) & Chair of the Board of Directors
Mr Shackleton is an experienced London based corporate finance adviser and broker who, since 1996, has specialised in both domestic and international AIM traded companies, including advising companies in the role of Nominated Adviser. He brings a wealth of knowledge and experience, particularly in transactions, fund raising, Corporate Governance and Regulation. He is currently a Non-Executive Director of Rurelec Plc and Sutton Harbour Group plc.

Mr Shackleton chairs the Remuneration, and Nomination committees.

Mr Shackleton is deemed independent for the purpose of corporate governance by virtue of the Company considering him to be of independent character and judgement.

Datuk Michael Tang, Chief Executive Officer & Director

Mr Tang is Executive Chairman of the Company's largest shareholder, Polo Resources Limited and is the principal of Mettiz Capital Limited, an investment company with significant corporate and financial experience in natural resources, power generation, manufacturing and real estate. Mr. Tang qualified as a barrister at Lincoln's Inn and holds a Bachelor of Laws degree from the London School of Economics and Political Science. Mr Tang was conferred with the Distinguished Order for Meritorious Service ("Panglima Jasa Negara") which carries the honorific title of "Datuk" by His Majesty The King of Malaysia. The award was a recognition of his invaluable service and contribution to the nation.

Mr Tang is deemed non-independent for the purpose of corporate governance by virtue of being an executive officer of the Company.

Keith Fulton, Finance Director & Company Secretary

Mr Fulton has over 25 years accounting and finance experience and was a partner at the audit firm Chapman Davis for over thirteen years. He began his career at Badger Hakim, where he qualified as a Chartered Accountant, following which he held various financial advisory and leadership positions at a number of corporates, including Finance Director at IDG UK Holdings Ltd. Keith is a member of the Institute of Chartered Accountants in England and Wales.

Mr Fulton is deemed non-independent for the purpose of corporate governance by virtue of being an executive officer of the Company.

Charlie Green, Non-Executive Director

Mr Green is a chartered accountant and member of ICAEW (Institute of Chartered Accountants in England and Wales). Over his 47-year career, he has held senior positions in auditing and accounting, financial services within merchant banking and corporate recruitment services (headhunting). He is currently Director of corporate headhunting firm Emmet Green Associates Ltd.

After qualifying as a Chartered Accountant, he spent 11 years in an auditing role with Peat Marwick Mitchel & Co (now KPMG) and Reuters plc. He then worked for 10-years in investment banking taking senior financial services roles with Morgan Grenfell & Co Ltd, Merrill Lynch & Co and Credit Suisse First Boston.

He moved into the recruitment industry beginning with Austin Knight UK Ltd. (and TMP after it took over Austin Knight) and Odgers. After a 3-year period as an operations, financial and compliance consultant for a NOMAD boutique Investment Bank, he moved back into corporate headhunting where he has been Director of Emmet Green Associates Ltd for the past 25 years.

Mr Green chairs the Audit committee.

Mr Green is deemed independent for the purpose of corporate governance by virtue of the Company considering him to be of independent character and judgement.

Retirement by rotation

One third of directors are required to retire at every Annual General Meeting (AGM) of the Company by rotation and may be re-elected by ordinary resolution.

The Company has established properly constituted audit, remuneration and nominations committees of the Board with formally delegated duties and responsibilities, summaries of which are set out below:

The Audit Committee

The Audit Committee considers the Group's financial reporting (including accounting policies) and internal financial controls.

The Audit Committee is responsible for ensuring that the financial performance of the Group is properly monitored and reported on. Mr Charlie Green is Chair of the Audit Committee, along with Mr Paul Shackleton who is a member of the Committee, supported by Keith Fulton, the Finance Director and Company Secretary, and the full board who are not formally members of the committee. The membership of the committee will be reviewed annually and upon any changes to the composition of the Board. During the year the Audit Committee was active in assessing the adequacy of the interim and annual financial statements, including conducting meetings with the auditors of the Company.

The Remuneration Committee

The Remuneration Committee is responsible for making recommendations to the Board of Directors' and senior executives' remuneration.

Non-Executive Directors' remuneration is considered by the Board. Financial packages for the Executive Directors are established by reference to those prevailing in the employment market for executives of equivalent status both in terms of level of responsibility of the position and their job qualifications and skills. The Committee will also have regard to the terms which may be required to attract an equivalent experienced executive to join the Board from another Company. Mr Paul Shackleton is Chair of the Remuneration Committee, along with Mr Charlie Green who is a member of the committee, supported by Keith Fulton, the Finance Director and Company Secretary, and the full board who are not formally members of the committee. The membership of the committee will be reviewed annually and upon any changes to the composition of the Board. During the year the Remuneration Committee commenced a review of executive remuneration, including benchmarking to market with a view to making appropriate recommendations to the Board. This process is ongoing but nearing completion.

The Nominations Committee

The Nominations Committee makes recommendations to the Board for the recruitment of Directors and senior executives. Mr Paul Shackleton is Chair of the Nominations Committee, along with Mr Charlie Green who is a member of the committee, supported by Keith Fulton, the Finance Director and Company Secretary, and the full board who are not formally members of the committee. The membership of the committee will be reviewed annually and upon any changes to the composition of the Board. During the year the Nominations Committee has been involved in the assessment of prospective candidates for non-executive positions as requested by the Board.

Below is a table summarising the attendance record of each director at Board and committee meetings held during the year ended 30 June 2025:

 

 

 

Committee

 

Board

Audit

Remuneration & nominations

Number of meetings held:

10

2

–

 

Record of attendance:

 

 

 

Paul Shackleton

10 / 10

2 / 2

–

 

Datuk Michael Tang

10 / 10

–

–

 

Keith Fulton

10 / 10

2 / 2

–

 

Gary Lye Resigned 26 November 2024 (*)

10 / 10

–

–

 

Charlie Green

10 / 10

2 / 2

–

 

Paul as Chair of the Board of Directors “I believe I lead a well-functioning and balanced team on the Board”.

(*) Gary Lye resigned from an Executive Position on the Board of Directors on 26 November but remains as the Chief Operating Officer of GCM and continues to attend Board Meetings by invitation.

Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

I believe the Company has adopted, and will maintain, governance structures and processes that are fit for purpose and support good decision-making by the Board. As noted above, the Company has audit, and remuneration & nominations committees. The Board believes these committees provide for governance structures and processes in line with its corporate culture and appropriate to its size and complexity; and capacity, appetite and tolerance for risk.

These governance structures may evolve over time in parallel with the Company’s objectives, strategy, and business model and plan to reflect the development of the Company.

The biographical details of the directors are set out above. The biographies demonstrate that collectively the Board has an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of individual personal qualities and capabilities. The directors understand the need for diversity, including gender balance, as part of its composition and will keep this under review. Currently the Board, comprising four persons, has two independent non-executive directors, being Charlie Green and myself.

The Board understands that as companies evolve, the mix of skills and experience required on the Board will change, and Board composition will need to evolve to reflect this change. It is considered that at this stage there is no need to seek additional experience, skills and capabilities on the Board.

Principle 8: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board has adopted a policy to evaluate the Board’s performance based on clear and relevant objectives, seeking continuous improvement. The clear and relevant objectives that the Board has identified are as follows:

  • suitability of experience and input to the Board;
  • attendance at Board and committee meetings; and
  • interaction with management in relevant areas of expertise to ensure insightful input into the Company’s business.

The Board will review on a regular basis the effectiveness of its performances as a unit, as well as that of its committees and the individual directors, based against the criteria set out above.

The Board performance review will be carried out internally from time-to-time, and at least annually. The review should identify development or mentoring needs of individual directors or the wider senior management team.

As part of the performance review, the Board will consider whether the membership of the Board should be refreshed. The review will also identify any succession planning issues and put in place processes to provide for succession planning.

There has been no notable work of the remuneration & nominations committee undertaken during 2024/2025.

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

The Board recognises that the remuneration of directors (both executive and non-executive) and senior management is of legitimate concern to shareholders and is committed to following current best practise. The Group operates within a competitive environment and its performance depends upon the individual contributions of the directors and senior management.

The objective of the Company’s remuneration policy is to incentivise long-term growth and shareholder returns. The policy of the Board is to provide remuneration packages designed to attract, motivate and retain personnel of the calibre necessary to maintain the Group’s position, and to reward them for enhancing shareholder value and returns. It aims to provide sufficient levels of remuneration to do this, but to avoid paying more than is necessary. Remuneration packages also reflect levels of responsibilities and contain incentives to deliver the Group’s objectives, in line with the Company’s purpose, strategy and culture.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The Company maintains a website at www.gcmplc.com which provides information about the Company’s strategy and project information and provides updates on its operations and governance. In addition, the Company maintains a dialogue with shareholders and other key stakeholders by the issue of press releases as required by AIM.

The Company has adopted a communication and reporting structure which sets out the manner of open communication between the Board and all constituent parts of its shareholder base. From time-to-time the Company will participate in investor focused conferences and forums, and the Company will endeavour to make prior announcements of such engagements such that shareholders of the Company may wish to attend themselves and meet with those members of the Board and / or senior management who may be present. All members of the Board and senior management are encouraged to attend the Company’s Annual General Meeting and other general meetings when shareholders will be encouraged to ask questions of the Board and the Company’s senior management. This structure will assist in:

  • the communication of shareholders’ views to the Board; and
  • the shareholders’ understanding of the unique circumstances and constraints faced by the Company.

The ‘Remuneration Report’ section of the Annual Reports, sets out a number of matters including: the responsibilities and duties, and membership of the remuneration & nominations committee; remuneration of directors (both executive and non-executive) and senior management; policy on remuneration; and notable work of the remuneration & nominations committee undertaken during the relevant period.

A separate ‘Audit Committee Report’ is included in the Annual Report if there are any material matters arising, otherwise on the grounds that there were no material matters arising either during the relevant period or subsequently this will be omitted.

Notable work undertaken during 2024-2025 by other Board committees includes:

  • in September 2024 and November 2024, the audit committee met with the Company’s independent auditor in connection with the audit of the consolidated financial statements of GCM for the year ended 30 June 2024, and it was noted that there were no material matters arising.

In conclusion, I am pleased to lead a Board and a Company that continues to strive to make improvements in all areas of its activities with a view to ultimately benefiting all of our stakeholders.

I hope that you embrace our philosophy and approach to conducting our business, as we continue to look forward to being able to report back to you on our developments.

Approved by the Board of Directors and signed on behalf of the Board of Directors on 21 November 2025.

Paul Shackleton
Non-Executive Chairman
Last reviewed 21 November 2025