Corporate Governance

Our corporate governance structure includes policies and management systems that contribute to efficient and effective operations,

we believe that effective corporate governance is an essential driver of shareholder value and a key component of long-term success.

Directors and Management

Gordon Dickie

Gordon Dickie is an engineer and investment banker with expertise in infrastructure, energy and mining, project finance, debt and equity structuring. His previous career includes Africa with Hyster Corporation, Middle East and Iran with Land Rover, part of British Leyland then British Aerospace and UK Defence Export Sales Organisation. Gordon worked as an investment banker with London and International Mercantile on power projects, Oil and LNG train projects, seaport and airport projects, in Russia, Iraq, Vietnam, China, Turkey and with John Laing International in Turkmenistan. Previously a Director of AIM listed Pathfinder Minerals Plc with developments in Africa.

Elena Baranova

Elena Baranova has an extensive experience in project development, corporate governance and legal, leading activities in negotiating with Governments and local partners in Asia, Middle East, Africa, Russia and CIS. Prior to working for IM Power, Elena was the Head of Legal CIS Group in Jersey-based law firm Ogier, worked for London-based law firm Osborne Clarke, acting as a duel qualified lawyer, advising London listed and emerging markets mining and energy companies on a wide range of corporate transactions, cross border financings, mergers and acquisitions, IPOs and pre-IPO group restructurings, private equity raising and investments. Elena is a Member of the Law Society and Solicitor of England & Wales.

Gary Neville

Gary Neville has an infrastructure, project finance, management consultancy and accountancy background with board experience at Main List, AIM and private companies. Previously a Director of the Investment Committee of John Laing plc, the UK listed international infrastructure investment company with investments in Europe, Australasia and North America. Gary was a Managing Partner and Chief Investment Officer of InfraMed Infrastructure fund based in Paris ($500m) targeting transport, power, and urban infrastructure projects. Head of Project Finance at merchant bank Guinness Mahon and has held senior finance positions with Dow Chemical and Allied Lyons. Gary is a Fellow of the Association of Chartered Certified Accountants (CIMA) and a Member of Chartered Institute for Securities & Investment.

Ivor Jones

Ivor Jones has an extensive global experience in the natural resources industry, including oil and gas, as well as minerals working with companies such as BHP Billiton, Anglo Platinum and WMC Resources.  His most recent work is as an executive director in both private and plc companies, including ECR Minerals plc and Aurum Consulting. Previous roles have included technical roles in project evaluation as well as senior management roles in consultancies providing services as part of EPCM projects.

Dr. Bremley W.B. Lyngdoh

Dr. Bremley W.B. Lyngdoh has an extensive experience in the environmental management. He has worked with the UN on multiple projects

including for the Gulf of Mannar biodiversity protection project, UN Commission on Sustainable Development Secretariat and Co-Chairs UN CSD Education Caucus. He contributed significantly to the Consortium of Indian Scientists for Sustainable Development, the World Bank Environment Department, and has travelled to 75 counties around the world on different missions. Bremley is the Founder and CEO of Worldview Impact and Co-Founder of the Global Youth Action Network. He has a dual Ph.D. in Sustainable Development from Azteca University, Mexico and Central University, Nicaragua, and post graduate degrees from Columbia University, London School of Economics, University of Geneva and

Intercultural Open University, Netherlands.

Compliance

We have implemented a compliance programme that includes a range of policies and procedures. Our directors, officers and employees must also observe the local compliance requirements in addition to complying with local laws and regulations in the location where they are employed.

Our Policy Framework

Our policy framework encompasses our values and policies, procedures and guidelines on various compliance topics including anti-corruption, sanctions, money laundering, the prevention of tax evasion, competition law, data protection and conflicts of interest. This framework reflects our commitment to uphold good business practices and to meet or exceed applicable laws and external requirements.

Our managers are responsible for ensuring employees understand and comply with the company’s policies and procedures. Employees and contractors that have access to a work computer must confirm their awareness and understanding of our compliance requirements electronically every year. Local companies will implement their own policies, procedures and guidelines in addition to those of the Group. These are designed to address specific local requirements, while being consistent with our policy framework.

Anti-Corruption Policy

IM Power’s Anti-Corruption Policy contains our clear position on bribery and corruption: the offering, paying, authorising, soliciting or accepting of bribes is unacceptable. We conduct analysis for corruption risks within our businesses and work towards addressing these risks through policies, procedures, guidelines, training and awareness, monitoring and controls.

In accordance with our Anti-Corruption Policy, we do not permit the use of any of our funds or resources as contributions to any political campaign, political party, political candidate or any such affiliated organisations. Although we do not directly participate in party politics, we do on occasion engage in policy debate on subjects of legitimate concern to our business, employees, customers, end users and the communities in which we operate. Any of our officers, employees or associated persons who lobbies on our behalf must comply with all applicable laws and regulations.

We may only give and receive appropriate, lawful business gifts and entertainment in connection with our work, provided that such gifts and entertainment satisfy the general principles set out in the Global Anti-Corruption Policy and are not given or received with the intent or prospect of influencing the recipient’s decision-making or other conduct. Furthermore, we have approval procedures in place which provide specific requirements for certain types of gifts and entertainment and certain operations, including our procedure for gifts and entertainment for public officials which applies whenever an employee of our marketing operations intends to arrange entertainment, travel, accommodation or a gift for a public official and the value of the courtesy exceeds a specific threshold.