Minco Directors & Management

John F. Kearney, Chairman and Chief Executive

John Kearney is a mining executive with over 43 years’ experience in the mining industry. Mr Kearney was formerly the president and CEO of the Northgate Group based in Toronto. He is currently a director or senior officer of numerous mineral ventures including Xtierra Inc., Anglesey Mining Plc, Labrador Iron Mines Holdings Limited, Conquest Resources Limited, and Canadian Zinc Corporation. He currently serves as a director of the Mining Association of Canada. Mr. Kearney is a member of the Remuneration committee.

Danesh K. Varma, Director, Chief Financial Officer and Company Secretary

Danesh Varma, Director, is CFO, Company Secretary and a Director of Minco. He has over 30 years’ experience in the mining finance industry, having worked for Brookfield Asset Managers, Northgate Exploration Ltd, Westfield Minerals Ltd and the Dundee Bank. A qualified accountant in UK and Canada, Mr Varma is currently Chief Financial Officer of Xtierra Inc. and Conquest Resources Limited and holds directorships with American Resource Corporation, Anglesey Mining Plc and Labrador Iron Mines Holdings Limited.

Peter McParland, Director

Mr. McParland is the founder and managing director of Quarry and Mining Equipment Ltd, based in Navan, Co. Meath, Ireland. Quarry and Mining Equipment Ltd. is a highly diversified service provider to the Mining, Exploration and Extractive Mineral Industries specialising in the provision of new and refurbished mining plant and equipment. Quarry and Mining Equipment Ltd. have many divisions engaging in both open pit and underground development and production contracting projects. Quarry and Mining Equipment Ltd. caters to a worldwide client base. Mr McParland has been associated with the mining sector in Ireland and internationally for many years both directly and through family ties to the Northgate Exploration Group, Tara Exploration and Development Group and associated subsidiaries. He was formerly a director of Minco from 1997 to 1999.

Terence N. McKillen, Director

Mr McKillen is a professional geologist and retired mining executive with over 40 years experience in the mining industry. He holds degrees in geology from the University of Dublin (Trinity College) and the University of Leicester. He is a registered Professional Geoscientist in the Provinces of Ontario and Newfoundland and Labrador. Mr. McKillen was formerly Chief Executive of Minco Plc, President and CEO of Xtierra Inc., Executive Vice President of Labrador Iron Mines Holdings Limited, President & CEO of Conquest Resources Limited, Vice-President Exploration of Northgate Exploration Limited and Westfield Minerals Ltd. Mr. McKillen is a founding director of Minco.

Michael Power, Director

Mr. Power is a director of Zaruma Resources Inc. and of Conroy Diamonds & Gold. He is a professional engineer with over 30 years of experience in the mining industry in Canada and internationally. Based in Toronto, Mr. Power is a Chartered Financial Analyst, he was formerly Vice-President & Secretary of Moydow Mines International, Vice-President of Corporate Development at Hemlo Gold Mines Inc., and previously Noranda Mining Ltd. Mr. Power is a member of the Audit and Remuneration Committees.

Patrick D. Downey, Director

Mr. Downey is a Canadian Chartered Accountant and Institute of Corporate Directors Certified Director with over 30 years experience in the mining industry. He has been a director, CEO and CFO of Toronto and New York Stock Exchange listed companies including Northgate Minerals Corp. which was recently acquired for $1.3 billion. The companies he has been associated with have been involved in a number of mining operations primarily involving gold and copper mines in Australia, Canada, Chile, Mexico and the USA. During his career he has been engaged in numerous corporate mergers and acquisitions as well as many debt and equity financings.

Warren MacLeod BA., Director

Mr. MacLeod holds a BA in Geography from York University and has been actively involved in the mining industry since 1989. Mr. MacLeod was with Caledonia Mining Corporation and one of its predecessor companies from 1989 to 1997. His final position with Caledonia Mining was Managing Director of European Operations. Thereafter, Mr. MacLeod managed a private mineral exploration company with assets in Mexico from 1997 to 2000. From 2001 to late 2006, Mr. MacLeod operated, an online marketplace for the recycling industry. He was the President and Chief Executive Officer of Buchans from December 18, 2006 until August 13, 2008 and was appointed President and Chief Executive Officer of Buchans again on April 30, 2010 until it merged with Minco plc. on July 16th, 2013. From July 16th, 2013 Mr. MacLeod has been a director of Minco plc. and President of its 100% private subsidiary Buchans Minerals Corp.

Directors' responsibilities

The Board of Directors is responsible for determining and implementing strategy.

Remuneration Committee

The remuneration committee comprises Danesh Varma, Michael Power and John Kearney. It is responsible for making recommendations to the board on the company’s executive remuneration. The committee determines any contract terms, remuneration and other benefits, including share options, for each of the executive directors. The board itself determines the remuneration of the non-executive directors.

Audit Committee

The committee’s terms of reference have been approved by the board and follow best practice. The audit committee comprises Pat Downey, Michael Power and John Kearney. The audit committee reviews the interim and annual accounts before they are presented to the board, focusing in particular on accounting policies and areas of management judgement and estimation. The committee is responsible for monitoring the controls which are in force to ensure the information reported to the shareholders is accurate and complete.

The committee considers internal control issues and contributes to the board’s informal review of the effectiveness of the group’s internal control and risk management systems. It also considers the need for an internal audit function, which it believes is not required at present due to the limited staff and operations of the company. The members of the committee have agreed to make themselves available should any member of staff wish to make representations to them about the conduct of the affairs of the company.

The committee advises the board on the appointment of external auditors and on their remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the external auditors. It meets formally at least once a year with the group’s external auditors. During the period, the audit committee informally reviewed the effectiveness of the system of internal control. An analysis of the fees payable to the external audit firm in respect of both audit and non-audit services during the year is set out in note 5 to the financial statements.

The audit committee also undertakes a formal assessment of the auditors’ independence each year which includes: a review of any non-audit services provided to the group; discussion with the auditors of all relationships with the company and any other parties that could affect independence or the perception of independence; a review of the auditors’ own procedures for ensuring the independence of the audit firm and partners and staff  involved in the audit, including the regular rotation of the audit partner; and obtaining written confirmation from the auditors that, in their professional judgement, they are independent.

Last updated 27 August, 2015