The Company is quoted on AIM and has adopted the QCA Corporate Governance Code 2018 (the Code) for Smaller Companies. In accordance with the AIM Rules, the QCA was adopted and implemented from September 2018, where it also reflects how the Company has incorporated each of the 10 principles.
The Company provides a summary of its current Corporate Governance Code compliance as guidance, as detailed below.
The Board understands the importance of good corporate governance and that it creates shareholder value by improving performance while reducing/mitigating the Group’s various risks. As such, the Board has incorporated the QCA principles into the Group strategy.
The Group vision, mission and values are the foundation of this strategy, summarised below:
The Board, guided by the Chairman, reviews the Group strategy and business plan on a regular basis to ensure medium- and long-term value for stakeholders. The Board communicates the Group strategy to, and connects with shareholders, through formal platforms to promote trust in the Group and the Board. The shareholders are granted the opportunity to respond to these engagements to promote open communication channels. The Group Vision, Mission and Values are the foundation of this strategy, summarised below:
|Vision:||Being the best mid-tier platinum and associated metals producer in the world.|
To grow our low-cost and efficient business by leveraging our existing asset base and continuing innovation through existing and future trategic partnerships, while proactively considering commodity and geographic diversification.
|Values:||We value the safety and health of all
We value the fundamental rights of all people
We value honesty and integrity
We respect the environment
We value the culture, traditional rights and society in which we operate
In achieving the above Vision and Mission, the Board and management operate according to four focus areas:
The Executive Board members lead by example in living the values and promoting the culture of the Group, which facilitate improved performance, reduce and mitigate risk and create sustainable growth. Group results are disclosed on the Group website on a quarterly basis, supported by more detailed reports bi-annually, promoting transparency.
The Board is responsible for providing leadership aligned with the Company’s culture and ethical values, creating an environment where strategy, performance, risk management and sustainability is equally valued and balanced to optimise results. The Board is responsible for the management of the Company by developing, reviewing and approving the Company’s strategy, budgets and corporate actions. Regular Board meetings are held to review strategy, planning, operational and financial performance. Furthermore, the Board ensures that its obligations to shareholders and other stakeholders are met and that good relationships are maintained.
The Board comprises six members, representing a balance of sector expertise, financial and market experience and personal attributes. The composition of the Board and the respective skills supports the delivery of the Company’s strategy and business plan. The Board is made up of: the Independent Non-Executive Chairman, three Independent Non-Executive Directors and two Executive Directors. The details of the Board members are outlined in the Directors’ report. There is a clear division of responsibilities at the head of the Group through the separation of the positions of the Chairman and the Chief Executive Officer and the roles and responsibilities of the Board members are clearly defined.
The Board currently comprises:
|SA Murray||Independent Non-executive Chairman|
|JJ Prinsloo||Chief Executive Officer|
|L Carminati||Chief Financial Officer|
|E Carr||Independent Non-executive Director|
|AJ Reynolds||Independent Non-executive Director|
|SJ Scott||Independent Non-executive Director|
During the financial year under review, there were three formal Directors’ meetings and five information/strategy sessions. All other matters that required formal Board resolutions were dealt with via written circular resolutions and through conference calls. In addition, the Directors met on an informal basis at regular intervals during the year to discuss the Group’s affairs.
The Company is committed to communicate with shareholders through investor roadshows, individual meetings, online, through RNS and
on the Company’s website. The interactions are conducted quarterly as well as in line with the half-year-end annual reporting cycles. The goal is to maintain an open and transparent relationship with shareholders on the strategy and performance of the Company.
Board appointments, succession planning, corporate governance, risk management and sustainability matters are dealt with by the full Board of Directors. In addition, the Directors have established Audit and Remuneration Committees to address specific areas in more detail.
The Audit Committee has been established to assist the Board in fulfilling its obligations in respect of financial reporting and results, other public announcements where applicable, the internal and external audit process and the control environment. Please refer to the Audit Committee Charter.
Following the resignation of Roger Williams, Eileen Carr was appointed as Chair of the Audit Committee. Adrian Reynolds and Simon Scott joined the Audit Committee on 1 August 2021 and 1 January 2022 respectively. Detail of the Committee members qualifications and experience is detailed in the Directors’ report.
The role of the Audit Committee includes, amongst other, the below:
The Audit Committee invites representatives of the external auditor, management and on occasion the internal auditor to all committee meetings. PwC is the Company’s external auditors for a second consecutive year and the Audit Committee is satisfied that the Group’s auditors are independent.
The main matters considered by the Audit Committee during 2022/2023 include:
An essential element of the integrity of the financial statements lies around the key assumptions and estimates or judgements made. The key
assumptions and estimates are reviewed by the Audit Committee prior to the publication of the interim and annual financial statements, as well as significant matters throughout the year.
The Audit Committee was satisfied that the judgement exercised by management on material items contained within the reports are reasonable.
The Audit Committee meets at least four times a year and more often if required. to consider the following agenda items:
All announcements released via RNS, including quarterly, half year and annual results are approved by the entire Board.
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 Chairman, Executive Directors and senior management. It also reviews the Board and Executives’ KPIs, as well as performance-related pay and bonus share allocations. No Director is involved in reviewing their own remuneration. Directors’ interest in shares is set out in the Directors’ report. Succession planning for Senior Executives is reviewed annually. The Independent Non-Executive Directors may, if needed, seek independent professional advice, at the Group’s expense, in the execution of their duties. Please refer to the Remuneration Committee Charter.
The Remuneration Committee comprises Adrian Reynolds as Chair and Stuart Murray as a member. During the year, the Remuneration Committee met twice and invited Eileen Carr, Jaco Prinsloo, as well as Simon Scott, to attend.
The Remuneration Committee assists the Board to determine the remuneration arrangements and contracts of the Executive Directors and senior employees. It also reviews the Board and Executives’ key performance indicators, as well as performance related pay and bonus share allocations. No Director is involved in reviewing their own remuneration. Directors’ interest in shares is set out in the Directors’ report. Succession planning for Senior Executives is reviewed annually.
The role of the Nominations Committee is undertaken by the full Board of Directors. The Nominations Committee is charged with finding
suitable candidates for nomination for appointment to the Board of Directors. Please refer to the Nomination Committee Charter.
All stakeholders are engaged on a regular basis, whether formally or informally. Two-way communication ensures that healthy and transparent. relationships, built on trust and integrity, are maintained with all stakeholders. The Company is committed to “doing what we say we are going to do” and show commitment towards delivering high-performance outcomes portraying an image of professionalism.
Please refer to our ESG report for more details on the various engagements with our employees and communities in which the Company operates.
The Audit Committee recommended that the Group insurance programme go out on tender during FY2023. After careful consideration of proposals received from various insurance
brokers, the Audit Committee agreed with management’s recommendation to change insurance brokers based on the Group’s unique insurance requirements.
The Directors and Officers insurance was renewed, commencing December 2022, and the Audit Committee was satisfied that the insurance was still applicable and sufficient.
The Audit Committee agreed that the Group’s external auditor, PricewaterhouseCoopers (PwC), was still independent and objective. The Audit Committee recommended to the Board that PwC be reappointed as external auditor for a third term. The audit fee was approved, including the additional work that had to be performed to comply with ISA315
PwC presented its detailed audit plan and final audit findings and recommendations for the year ended 30 June 2023. The Audit Committee agreed with its approach at the
planning stage, the materiality threshold, identification of key risk areas and significant judgements and estimates.
The Audit Committee suggested a formal feedback session between an independent PwC audit partner and the Audit Committee on completion of the annual external audit and release of results in September 2023.
The planning and reporting of the Group’s internal audit function is monitored by the Audit Committee and the Board of Directors.
Since 2020, the internal audit function has been outsourced and is currently performed by BDO South Africa. An internal audit plan was tabled at the May 2023 Audit Committee meeting, which is aligned with management’s requirements, the Group’s risk profile and the current market trends. The internal audit function is discussed with the external auditors during the year-end and half year reporting periods.
The Group’s financial support function is responsible for intermittently testing the control environment. Management at various organisational levels are
responsible for ensuring that the integrity of the control environment remains at a high level and to highlight any possible shortcomings.
BDO also facilitates the bi-annual risk review process and is responsible for the updating and maintenance of a system-generated risk register. The Group utilises the services of an
external whistleblower company and receives quarterly written reports. There were no matters reported during the period under review.
The Audit Committee was satisfied that the overall control environment is deemed to be at a satisfactory level, in line with the size of the Group, and that management review and manage the overall risk of the Group in line with the required standards.
IT governance and cyber security was a key focus of the Audit Committee over the past 12 months. The Audit Committee acknowledged the increased risk and ever-changing
environment of especially cyber security.
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:
In addition to the disclosures above the 10 principles of the QCA Code have been summarised below with quick reference links for further information.
|QCA1 Establish a strategy and business model which promote long-term value for shareholders.||Annual report: Key performance features and CEO report.
|QCA2 Seek to understand and meet shareholder needs and expectations.||Annual report: Chairman’s letter
Website: Vision, mission and values
|QCA3 Take into account wider stakeholder and social responsibilities and their implications for long-term success.||Annual report: ESG strategy
Website: Vision, mission and values
|QCA4 Embed effective risk management, considering both opportunities and threats, throughout the organisation.||Annual report: Directors’ report
Website: Board Charter
|QCA5 Maintain the Board as a well-functioning, balanced team led by the chair.||Annual report: Directors’ report
Website: Board of Directors’
|QCA6 Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.||Annual report: Directors’ report.
Website: Board of Directors’
|QCA7 Evaluate all elements of Board performance based on clear and relevant objectives, seeking continuous improvement.||Website: Board Charter|
|QCA8 Promote a corporate culture that is based on sound ethical values and behaviours.||Annual report: Corporate profile
Website: Vision, mission and values
|QCA9 Maintain governance structures and processes that are fit for purpose and support good decision making by the Board.||Annual report: Corporate governance statement|
|QCA10 Communicate how the company is governed by maintaining a dialogue with shareholders and other relevant stakeholders.||Annual report: Audit Committee report and Directors’ report
Other: Investors roadshows