Corporate governance

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:

• it is led by an effective Board which is collectively responsible for the long-term success of the Company;
• the Board and the committees have the appropriate balance of skills, experience, independence, and knowledge of the Company to enable them to discharge their respective duties and responsibilities effectively;
• the Board establishes a formal and transparent arrangement for considering how it applies the corporate reporting, risk management, and internal control principles and for maintaining an appropriate relationship with the Company's internal and external auditors; and
• there is a dialogue with shareholders based on the mutual understanding of objectives.

In addition, the Company has adopted policies in relation to:

• anti-corruption and bribery;
• whistleblowing;
• health and safety;
• environment and community; and
• IT, communications and systems

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.

Board of directors

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:

• a Chairman (Stuart Murray), whose primary responsibility is the delivery of the Company's corporate governance model. The Chairman has a clear separation from the day-to-day management of the operations of the Group which enables him to make independent decisions;
• two executive directors (Jaco Prinsloo and Lewanne Carminati); and
• two independent, non-executive directors (Roger Williams and Eileen Carr)

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.

Governance committees

In compliance with UK best practice, the Board has established the following committees.

Audit Committee

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:

• reviewing the Company's accounting policies and reports produced by internal and external audit functions;
• considering whether the Company has followed appropriate accounting standards and made appropriate estimates and judgments, taking into account the views of the external auditor;
• reporting its views to the Board of directors if it is not satisfied with any aspect of the proposed financial reporting by the Company;
• reviewing the adequacy and effectiveness of the Company's internal financial controls and internal control and risk management systems;
• reviewing the adequacy and effectiveness of the Company's anti-money laundering systems and controls for the prevention of bribery and receive reports on non-compliance; and
• overseeing the appointment of and the relationship with the external auditor.

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.

Remuneration Committee

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:

• reviewing the pay and employment conditions across the Company, including the Board of directors; and
• approving targets and performance related pay schemes operated by the Company and all share incentive plans and pension arrangements.

The Remuneration Committee has two members who are independent, non-executive directors. The current members are Roger Williams as the Chairman and Stuart Murray.

Nomination Committee

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:

• regularly reviewing the structure, size, and composition (including the skills, knowledge, experience and diversity) of the Board and making recommendations with regard to any changes, succession planning and vacancies; and
• identifying suitable candidates from a wide range of backgrounds to be considered for positions on the Board.

Share dealing code

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:

• disclose all inside information to the public as soon as possible by way of market announcement unless certain circumstances exist in which the disclosure of the inside information may be delayed;
• keep a list of each person who is in possession of inside information relating to the Company;
• ensure that all persons discharging managerial responsibilities and certain employees are given clearance by the Company before they are allowed to trade in Company securities; and
• ensure that all persons discharging managerial responsibilities and persons closely associated to them notify both the Company and the Financial Conduct Authority of all trades in Company securities that they make.

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.