We believe in the transformative power of responsible mining.
To the extent applicable, and to the extent able (given the current size and structure of the Company and the Board), the Company has adopted the Quoted Companies Alliance Corporate Governance Code (the QCA Code).
In light of the Company’s size and nature, and the geographical spread of operations, the Board considers that the current Board is a cost effective and practical method of directing and managing the Company.
As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.
The QCA Code sets out 10 principles that should be applied. These are listed below together with a short explanation of how the Company applies each of the principles:
The vision of the Group is to be the partner of choice in bringing liquidity to and unlocking value in challenging and neglected mining jurisdictions. The mission of the Group continues to be to become a mid-tier mining group.
The Board believes that a compelling opportunity exists to create value by acquiring and advancing highly prospective mining assets in regions of the wider Eurasian region, including but not limited to the former Soviet Union, where extensive work was undertaken during the Soviet era. In particular, Tajikistan offers substantial geological upside confirmed by large scale deposits that remain largely untapped by modern mining efforts,
In Romania the Company intends to capitalise on the recent addition of significant technical acumen in the form of a dedicated group technical services function in order to continue to reevaluate the assets and formulate a sustainable re-start strategy. The Company recognises that the Romanian assets like those in Tajikistan are within a highly prospective geology which offers significant upside for organic growth alongside options to acquire additional assets in country through existing opportunities and assets.
The Company has formally adopted Code of Conduct, Health and Safety, Environmental, and Human Rights policies which clearly articulate the Board’s expectations and strengthen the control environment of the organisation. The Company maintains a strict anti-corruption and whistle blowing policy and the Directors are not aware of any event in any jurisdiction in which it operates that might be considered to be a breach of this policy.
The Company has in the past organised question and answer sessions for shareholders and obtains feedback from shareholders through general meetings and direct inquiries. The Company has contracted with a third party to assist with more effective shareholder liaison and contact.
The Company is in continuous communication with regulatory and government bodies to ensure that it conducts its operations in accordance with local requirements. The Group takes its responsibilities in these areas very seriously and monitors its performance across these areas on a regular basis. The Group has adopted and obtained ISO 9001:2015 for Quality, ISO 45001: 2018 for Safety, and ISO 140001: 2015 for Environment.
In addition to its other roles and responsibilities, the Audit and Compliance Committee is responsible to the Board for ensuring that procedures are in place and are being implemented effectively to identify, evaluate and manage the significant risks faced by the Company.
The Directors have established procedures for the purpose of providing a system of internal control. An internal audit function is not considered necessary or practical due to the size of the Company and the close day to day control exercised by the Executive Directors. The Board works closely with and has regular ongoing dialogue with the Executive Directors, including the Financial Director, and has established appropriate reporting and control mechanisms to ensure the effectiveness of its control systems.
The risks facing the Company are detailed in the strategic reports included in the Company’s Annual Reports. The Board seeks to mitigate such risks so far as it is able to in the strategic reports but certain important risks cannot be controlled. The CEO is primarily responsible to the Board for risk management.
In particular, the products the Company mines and is seeking to identify are traded globally at prices reflecting supply and demand rather than the cost of production. The Company seeks to protect its cash flow by means of a long-term offtake agreement, but it does not hedge future production.
Membership of the Board during the year is as follows:
| Name | Role | Appointed |
|---|---|---|
| Brian Moritz | Non-Executive Chairman | 3 October 2016 |
| Andrew Prelea | Chief Executive Officer | 1 March 2018 |
| Roy Tucker | Non-Executive Director | 5 April 2005 |
| Paul Fletcher | Finance Director | 6 November 2019 |
| Nick Hatch | Non-Executive Director | 9 May 2018 |
| Nigel Wyatt | Non-Executive Director | 23 August 2021 |
| James McFarlane | Non-Executive Director | 7 May 2025 |
The Non-Executive Directors are considered to be independent.
Shareholders do not vote annually on the (re-)election of all the Directors to the Board. All the Directors are subject to re-election at intervals of no more than three years
The table illustrates the success of the Board in refreshing its membership.
The Board is well balanced in its skill sets. Of the Executive Directors, Andrew Prelea is resident in Romania, and Paul Fletcher in the UK. All the Non-Executive Directors are resident in the UK.
Non-Executive Directors are committed to devote 3 days per month to the Company. Executive Directors devote substantially the whole of their time to the Company.
Where possible Directors are physically present at board meetings. However, due to the divergence of locations, Directors are frequently present through video conferencing.
During the year ended 30 April 2025, in addition to several informal Board discussions attended by all the Directors, there were eleven Board meetings of the Company of which nine were attended by all Directors, one was attended by all but two, and one was attended by all but one Director. There were a further five meetings of a formal nature and the Annual General Meeting.
The CVs of the Directors – two executives and five non-executives (five post 7 May 2025) – as disclosed on the website, are set out below. In addition, the Company has employed the outsourced services of Ben Harber of Arch Law (previously Shakespeare Martineau) as company secretary.
Andrew Prelea – Chief Executive Officer
Andrew has been involved in the mining sector for 13 years and with Vast since 2013. He has spearheaded the development of the Company’s Romanian portfolio. Beginning his career in the early 1990s as a bulk iron ore and steel trader in Romania, he then went on to develop his career in the property and earthmoving sector in Australia before returning to Romania in 2003, initially to focus on the development of properties for the Romanian Ministry of Defence and latterly, private sector developments. Throughout his 31year career, Andrew has developed extensive investor and public relations experience and has advised the Romanian government on wide ranging high-level topics including social housing and economic policy. He has built a strong network of contacts across the mining and metals industries and Europe and southern Africa, in addition to policy makers and governmental authorities in Romania, Tajikistan, and Zimbabwe.
Brian Moritz – Chairman
Brian is a Chartered Accountant and former Senior Partner of Grant Thornton UK LLP, London; he formed Grant Thornton’s Capital Markets Team which floated over 100 companies on AIM under his chairmanship. In December 2004, he retired from Grant Thornton UK LLP to concentrate on bringing new companies to the market. He specialises in natural resources companies, primarily in Africa, and was formerly chairman of Metal Bulletin plc, African Platinum plc and Chromex Mining plc as well as currently being chairman of several junior mining companies.
Roy Tucker – Non-Executive Director
Roy is a Chartered Accountant with some 50 years of high level and broad spectrum professional and business experience. He has been the founder of a London banking group, served on bank boards and had a position as a major shareholder of a substantial London commodity house. He is also the founder of Legend Golf and Safari Resort in South Africa. He has substantial investment in the Romanian property sector.
Paul Fletcher – Finance Director
Paul is a Chartered Accountant and Fellow of the Association of Corporate Treasurers with 31 years’ experience working in the commodity and financial services industries. He has held a variety of senior international finance and operational roles in trading, processing, and financial businesses in the US, Europe, and Asia.
Nick Hatch – Non-Executive Director
Nick has more than 39 years’ experience in mining investment banking, primarily as a mining analyst and in managing mining & metals research and equities teams. He was most recently Director of Mining Equity Research at Canaccord Genuity in London. Nick’s experience includes researching and advising on mining companies and projects across the globe and across the commodity spectrum and includes companies of all sizes. Nick left investment banking in 2017, and has set up his own company, Nick Hatch Mining Advisory Ltd, to provide mining research, business development and financing advice. He holds a degree in Mining Geology and is a Chartered Engineer.
Nigel Wyatt – Non-Executive Director
Nigel is a Chartered Engineer, a graduate of the Camborne School of Mines. He has held senior positions in several mining and engineering companies primarily in Southern Africa. These include CEO of Chromex Mining Plc, group marketing director of a De Beers subsidiary group supplying specialised, materials, engineering and technology to the mining and industrial sectors, and commercial director of Dunlop Industrial Products (Pty) Ltd, South Africa. He has wide ranging experience in ore and diamond recovery technologies and the manufacture of electronic sorting equipment. His experience includes the design and erection of ore sorting and treatment plants. Nigel is a Chartered Engineer, a graduate of the Camborne School of Mines.
James McFarlane – Non-Executive Director (appointed 7 May 2025)
James McFarlane is a globally experienced technical mining professional, with a strong background in UK and European mining operations. James has held senior roles in active mining operations in England, Wales, Scotland, Ireland and Australia, and also as a mining consultant supporting exploration and project development studies (Mineral Resource Estimates, Ore Reserve Estimates and Feasibility Studies), across a range of commodities worldwide including gold, copper, and other base and critical metals.
James holds a MSc from the Camborne School of Mines in Mining Geology, is a Chartered Geologist, Chartered Engineer and Registered Professional Geoscientist in the fields of Mining and Mineral Exploration. He is a Fellow of the IOM3, Geological Society of London, the Institute of Quarrying, the North of England Institute of Mining and Mechanical Engineers and is also a Member of the Australian Institute of Geoscientists.
The Company believes that the current balance of skills on the Board, as a whole, reflects the broad range of commercial and professional skills that the Company requires. Among the Executive Directors, Andrew Prelea is experienced in general management, including identifying and negotiating new business opportunities; Paul Fletcher is a Chartered Accountant and Fellow of the Association of Corporate Treasurers with broad international and financial management experience in the commodity sector. The Company intends to appoint a Chief Operational Officer (COO) Board position and hopes to fill the position in the coming months.
Among the Non-executives Brian Moritz is a Chartered Accountant with senior experience. In addition to his financial skills he has former experience as a Registered Nominated Adviser. Roy Tucker is a Chartered Accountant with many years’ experience in general executive management. Nick Hatch is a qualified geologist with experience in evaluating mining companies and natural resource projects. Nigel Wyatt is a Chartered Engineer, a graduate of the Camborne School of Mines with wide ranging experience in the commercial aspects of mining and in ore and diamond recovery technologies and James McFarlane is both a qualified geologist and mining engineer with global experience.
Importantly, three Directors without geological qualifications have significant experience with junior companies in the natural resources sector.
The corporate governance structures which the Company is able to operate are limited by the size of the Board, which is itself dictated by the current size and geographical spread of the Company’s operations, with Directors resident in the UK and Romania. With this limitation, the Board is dedicated to upholding the highest possible standards of governance and probity.
The Chairman, Brian Moritz:
• leads the Board and is primarily responsible for the effective working of the Board;
• in consultation with the Board ensures good corporate governance and sets clear expectations with regards to Company culture, values and behaviour;
• sets the Board’s agenda and ensures that all Directors are encouraged to participate fully in the activities and decision-making process of the Board.
The CEO, Andrew Prelea:
• is primarily responsible for developing Vast’s strategy in consultation with the Board, for its implementation and for the operational management of the business;
• is primarily responsible for new projects and expansion;
• in conjunction with the CFO and Commercial Director is responsible for attracting finance and equity for the Company;
• runs the Company on a day-to-day basis;
• implements the decisions of the Board;
• monitors, reviews and manages key risks;
• leads the Company’s external and investor communications.
The Finance Director, Paul Fletcher:
• is responsible for the administration of all aspects of the Group;
• oversees the accounting and treasury function of all Group companies;
• in conjunction with the CEO, is responsible for the financial risk management of the Company;
• is responsible for financial modelling to support fund raising initiatives and structuring trade related funding;
• is responsible for financial planning and analysis;
• deals with all matters relating to the independent audit.
Roy Tucker who is a Non-Executive Director also provides legal, consultancy and compliance services to the Company.
The Remuneration Committee is currently chaired by Nick Hatch and comprises Nick Hatch, Brian Moritz and Nigel Wyatt. The Remuneration Committee is responsible for establishing a formal and transparent procedure for developing policy on executive remuneration and to set the remuneration packages of individual Directors. The Committee’s policy is to provide a remuneration package which will attract and retain Directors and management with the ability and experience required to manage the Company and to provide superior long-term performance.
The Audit and Compliance Committee is currently chaired by Brian Moritz and comprises Brian Moritz, Nick Hatch and Nigel Wyatt. It normally meets twice per annum to inter alia, consider the interim and final results. In the latter case the auditors are present and the meeting considers and takes action on any matters raised by the auditors arising from their audit. The Audit Committee also makes an assessment of the effectiveness and efficiency of the eternal audit through its interactions with both the auditor at Committee meetings and through general interactions with the Company’s CFO and CEO through the year.
Matters reserved for the Board include:
• Vision and strategy
• Production and trading results
• Financial statements and reporting
• Financing strategy, including debt and other external financing sources
• Budgets, acquisitions and expansion projects, divestments and capital expenditure and business plans
• Corporate governance and compliance
• Risk management and internal controls
• Appointments and succession plans
• Directors’ remuneration
The Group is in the process of fast evolution and at this stage in the Company’s development it is not deemed necessary to adopt formal procedures for evaluation of the Board or of the individual Directors. There is frequent informal communication between members of the Board and peer appraisal takes place on an ongoing basis in the normal course of events. However, the Board will keep this under review and may consider formalised independent evaluation reviews at a later stage in the Company’s development.
Given the size of the Company, the whole Board is involved in the identification and appointment of new Directors and as a result, a Nominations Committee is not considered necessary at this stage. The importance of refreshing membership of the Board is recognised and has been implemented. In 2018 Andrew Prelea was appointed to replace Roy Pitchford as CEO, and Nick Hatch replaced Brian Basham as a Non-executive Director. In November 2019, Paul Fletcher was appointed to the Board as Finance Director, and in 2021 Nigel Wyatt was appointed to replace Eric Diack as Non-executive Director, and on 7 May 2025 James McFarlane was also appointed as Non-executive Director. Nevertheless, it is envisaged that the Board will be strengthened in due course as and when new projects are operated by the Company.
The Group has in place a “Share Appreciation Rights Scheme” for Directors and senior executives to provide incentives based on the success and growth of the business and consults third party benchmarks for remuneration where this is appropriate. These awards are approved by the Remuneration Committee and decisions are announced to the market by RNS. While these awards are not put to an advisory shareholder vote, shareholder authorisations are obtained for the total award and discussed with the Company’s nominated adviser. Similarly, remuneration packages are recommended and benchmarked by the Remuneration Committee and reviewed by the Company’s nominated adviser. The Directors have adopted a policy of deferring payment of varying proportions of sums earned by Directors until the Company’s liquidity position improves.
The Board is committed to maintaining effective communication and having constructive dialogue with its shareholders. The Company is desirous of obtaining an institutional shareholder base, and institutional shareholders and analysts will have the opportunity to discuss issues and provide feedback at meetings with the Company.
The Investors section of the Company’s website provides all required regulatory information as well as additional information shareholders may find helpful including: information on Board members, advisors and significant shareholdings, a historical list of the Company’s Announcements, its corporate governance information, the Company’s publications including historic annual reports and notices of annual general meetings, together with share price information. The Company’s policy is not to publish an Audit Committee report save in circumstances where there are significant deficiencies in internal control requiring remediation. To date, no such circumstances have arisen. The Company also does not publish a Remuneration Committee report given the current mechanisms of disclosing awards. However the Company’s has disclosed its practice of deferring Director’s remuneration until the liquidity of the Company has improved.
The results of shareholder meetings are publicly announced through the regulatory system and displayed on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes against resolutions.
