In accordance with Rule 26 of the AIM Rules for Companies (July 2018), the Board of Sylvania Platinum Limited (the "Company") has considered and adopted the UK's Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies (the "QCA Code"). By applying the QCA Code, the Board is demonstrating its commitment to maintaining the highest standards of corporate governance throughout its operations and to ensuring that all of its practices are conducted transparently, ethically and efficiently. The Company believes that scrutinising all aspects of its business and reflecting, analysing and improving its procedures will result in the continued success of the Company and improve shareholder value.
Accordingly, the Company has established specific committees and implemented certain policies, to ensure that:
In addition, the Company has adopted policies in relation to:
so that all aspects of the Company are run in a robust and responsible way.
The Company is not required to comply with the UK City Code on Mergers and Takeovers however, the Directors support the objectives of the Code and intend to comply with those aspects that they consider relevant to the Group’s size and circumstances.
The Board of directors is responsible for the proper management of the Company by developing, reviewing and approving the Company's strategy, budgets, and corporate actions. In order to achieve its objectives, the Board adopts the 10 principles of the QCA Code. Through successfully implementing these principles, the Company is able to deliver long-term growth for shareholders and maintain a flexible, efficient and effective management framework within an entrepreneurial environment.
It is important that the Board itself contains the right mix of skills and experience in order to deliver the strategy of the Company. In order to achieve this, the Board comprises:
The Board has not appointed a senior independent director but intends to if and when it is appropriate to do so considering the Company's size and stage.
Additionally, the Company has appointed a professional company (Codan Corporate Services) as company secretary in Bermuda, assisted by Eileen Carr as Assistant Company Secretary. This is to assist the Chairman in preparing for and running effective Board meetings, including the timely dissemination of appropriate information. It is the duty of the Company Secretary to provide advice and guidance to the extent required by the Board on the legal and regulatory environment.
The Board meets together at least four times a year and at least two are formal meetings of the Board. In addition, ad hoc Board meetings are held when required. The independence of the independent non-executive directors is reviewed annually.
In compliance with UK best practice, the Board has established the following committees.
The Committee has been established to assist the Board of the Company in fulfilling its corporate governance and oversight responsibilities in relation to the Company's financial reports and financial reporting process, internal control structure and the internal and external audit process. Please refer to the Audit Committee Charter.
Some of the Audit Committee's duties include:
The Audit Committee has two members who are independent non-executive directors and both of whom have recent and relevant financial experience. The current members of the committee are Roger Williams as the Chairman and Eileen Carr.
The purpose of the Remuneration Committee is to determine and agree with the Board the framework or broad policy for the remuneration of the Company's Chairperson, executive directors and senior management. Please refer to the Remuneration Committee Charter. Some of the Remuneration Committee's duties include:
The Remuneration Committee has two members who are independent, non-executive directors. The current members are Roger Williams as the Chairman and Stuart Murray.
The function of the Nomination Committee is fulfilled by the full Board. Please refer to the Nomination Committee Charter. Some of the functions of the Board with regard to the nominations function include:
The Company has adopted a share dealing code to ensure directors and certain employees do not abuse, and do not place themselves under suspicion of abusing, inside information of which they are in possession and to comply with its obligations under the Market Abuse Regulation ("MAR") which applies to the Company by virtue of its shares being traded on AIM. Furthermore, the Company's share dealing code is compliant with the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time).
Under the share dealing code, the Company must:
This information was last reviewed in March 2020.
In addition to the disclosures above the 10 principles of the QCA Code have been summarised below with quick reference links for further information.
|Establish a strategy and business model which promotes long-term value for shareholders.||Refer to the Annual Report for the year ended 30 June 2019 and the Value creation page on this website.|
|Seek to understand and meet shareholder needs and expectations.||Refer to the Chairman's Letter in the Annual Report for the year ended 30 June 2019 and the Our vision, mission and values page on this website.|
|Take into account wider stakeholder and social responsibilities and their implications for long term success.||Refer to Sustainability in the Annual Report and the Our vision, mission and values page on this website.|
|Embed effective risk management, considering both opportunities and threats, throughout the organisation.||Refer to the Directors' report in the Annual Report. The responsibility of identifying Groups risk lies with the Board (refer to the Board Charter).|
|Maintain the Board as a well-functioning, balanced team led by the chair.||Refer to the Directors' report in the Annual Report and the Board of directors page on this website.|
|Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.||Refer to the Directors' report in the Annual Report for the year ended 30 June 2019 and the Board of directors page on this website.|
|Evaluate all elements of Board performance based on clear and relevant objectives, seeking continuous improvement.||The Board performs peer evaluations and engage in regular continued professional development. See the Board Charter for details of the Board's performance evaluation.|
|Promote a corporate culture that is based on sound ethical values and behaviours.||Refer to the Our vision, mission and values page on this website. Also refer to the Corporate profile in Annual Report for the year ended 30 June 2019.|
|Maintain governance structures and processes that are fit for purpose and support good decision making by the Board.||Refer to the Corporate governance statement in the Annual Report for the year ended 30 June 2019.|
|Communicate how the company is governed by maintaining a dialogue with shareholders and other relevant stakeholders.||Investor roadshows are undertaken at least twice a year. Shareholders may contact the Company directly on the telephone numbers or e-mail addresses provided on the Contacts page of this website.|
25 May 2020
18 May 2020
01 May 2020