Corporate governance

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:

In achieving the above Vision and Mission, the Board and management operate according to four focus areas:

• Maintaining safe and profitable production
• Progressing Research & Development as well as Exploration Projects
• Strengthening License to Operate
• Growth Opportunities

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 OF DIRECTORS

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:

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.

SHAREHOLDER RELATIONS AND EXPECTATIONS

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.

AUDIT COMMITTEE

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:

• monitor and review the integrity of the financial reporting of the Company, reviewing significant financial reporting judgments;
• review the Company’s insurances on behalf of the Board, noting that the Company’s risks in general are addressed by the Board itself;
• monitor, review and oversee the external audit function including matters concerning appointment and remuneration, independence and non-audit services;
• monitor, review and oversee the internal audit function and the financial control system;
• monitor and review compliance with the Company’s Code of Conduct and Whistle-blower Policy; and
• perform such other functions as assigned by law, the Company’s Byelaws, or the Board.

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:

Group financial statements

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:

• The assessment of the recoverability of long-lived assets;
• Rehabilitation provision;
• Carrying value of property, plant and equipment;
• Recognition and measurement of deferred tax assets;
• Asset held for sale;
• Going concern; and
• Various other reporting matters including IFRS 2, share-based payments.

All announcements released via RNS, including quarterly, half year and annual results are approved by the entire Board.

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 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.

NOMINATIONS COMMITTEE

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.

STAKEHOLDER AND SOCIAL RESPONSIBILITIES

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.

INSURANCE

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.

EXTERNAL AUDIT

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
(revised).

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.

INTERNAL CONTROL ENVIRONMENT

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

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.

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.

In addition to the disclosures above the 10 principles of the QCA Code have been summarised below with quick reference links for further information.