The Company is quoted on AIM and in accordance with the AIM Rules the Quoted Companies Alliance Corporate Governance Code 2018 (QCA Code 2018/the Code) was adopted and implemented from September 2018. The revised Code was published in November 2023 (QCA Code 2023) and must be adopted in respect of accounting periods commencing on or after 1 April 2024. Sylvania has opted to early adopt the QCA Code 2023.
Effective communication of the Group’s governance and strategy to shareholders is crucial. This is achieved through relationships between the Board and shareholders, as well as formal platforms that foster trust in both the Group and the Board. Shareholders are given opportunities to respond to these engagements, promoting open communication channels.
The QCA Code 2023 emphasises the importance of Board independence, succession planning, the workforce, risk management and ESG initiatives and the related reporting. The aforementioned have always been a key focus area and the Board continues to evaluate and assess the effectiveness around the governance in these areas. The Board of Directors have established an Audit, Nomination, Remuneration and more recently a Technical Committee to address specific areas in more detail. The ESG environment has shown rapid changes, and the Board is committed to meet all stakeholders’ expectations thereon as evidenced in the annual ESG report.
The Board understands the importance of good corporate governance to ensure long term shareholder value by making timely decisions to improve performance while managing the Group’s risks. As such, the Board has incorporated the QCA principles into the Group strategy. The Board determines the purpose driven strategy and business plan and sets the tone that supports the Group culture underpinned by the Vision, Mission and Values.
| Vision: | Being the best mid-tier platinum and associated metals producer in the world. |
| Mission: |
To grow our low cost and efficient business by leveraging our existing asset base and continuing innovation through existing and future strategic partnerships, whilst proactively considering commodity and geographic diversification. Creating value for stakeholders by being an innovative, agile and sustainable operator of choice. |
| Values: | Safety and health of all, fundamental rights of all people, honesty and integrity, respect for the environment and understanding the value of the culture, traditional rights and society in which we operate. |
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 five 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 Non-Executive Chairman, two 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:
| E Carr | Independent Non-executive Chair |
| JJ Prinsloo | Chief Executive Officer |
| L Carminati | Chief Financial Officer |
| AJ Reynolds | Independent Non-executive Director |
| SJ Scott | Independent Non-executive Director |
During the financial year under review, there were three formal meetings and four information sessions. Strategy discussions now form part of all Board and Board Information meetings. All other matters that require formal Board resolutions were dealt with via written circular resolutions and through the holding of conference calls. In addition, the Directors met on a formal basis at regular intervals during the year to discuss the Group’s affairs.
The Company is committed to communicate with shareholders through investor roadshows in person and on-line, investor meetings, through the Regulatory News Services (RNS) and on the Company’s website. The announcements are released at least quarterly, and engagements planned in line with the half year and annual reporting cycles. The aim is to maintain an open and transparent communication with shareholders on the strategy and performance of the Company. The Company assesses the evolving investor expectations and incorporates, where possible, identified matters into the presentations and releases.
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.
The Audit Committee comprises of members Adrian Reynolds and Simon Scott, who is also the Committee’s Chair. 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 Audit Committee meets at least four times a year and more often if required. Attendance records of each member can be found in the Directors’ Report. For the current Period’s meetings, the Chair of the Board, CEO, CFO, Group Financial Manager, external auditor as well as the internal auditor were invited to attend the relevant meetings when deemed necessary, to provide input into key matters. Detailed feedback of the items discussed at each Audit Committee meeting is provided at the Board meetings, and recommendations are made as appropriate. Minutes of all Audit Committee meetings are available to the full Board.
The Chair of the Audit Committee meets regularly with the CFO where the corporate reporting cycle, Company strategy and business model, key risk areas, cashflow and any anticipated new or once off transactions and the related changes in accounting policies and disclosures are discussed. The Chair of the Audit Committee also meets privately with the external auditors after each Audit Committee meeting and has periodic private meetings with the Group internal auditor.
The main matters considered by the Audit Committee during 2023/2024 include:
The Committee reviewed and discussed the Company’s quarterly announcements, half-yearly, and annual financial statements, ensuring compliance with IFRS and AIM Rules for Companies.
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.
Key judgements and estimates in the FY2024 Group Financial Statements considered by the Audit Committee include:
The Group’s unique insurance portfolio and requirements were re-assessed and reconsidered in terms of risk cover, expert advice from the insurance brokers, pricing and premiums. Management recommended, and the Audit Committee agreed, that the Group insurance programme continue with the insurance brokers elected in FY2023.
The Directors and Officers insurance was renewed, commencing December 2023, 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), is still independent and objective. The Audit Committee recommended to the Board that PwC be re-appointed as external auditor for a fourth term. The audit fee was approved, including the additional work to be performed on the Thaba JV and the disclosure thereof in the Consolidated Financial Statements.
PwC presented their detailed audit plan for the year ended 30 June 2024. The Audit Committee was satisfied with the rationale and timetable for the year end audit at the planning stage, the estimated materiality threshold, the audit scoping, identification of key audit areas and significant judgements and estimates as presented by PwC.
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, who also facilitates the bi-annual risk review process by management from which the risk register is maintained and updated.
The full scope of planned internal audit procedures as proposed by BDO in the August 2023 Audit Committee meeting was completed during the year under review, of which the outcomes were presented to the Audit Committee in August 2024. The Audit Committee was satisfied that management review and manage the overall risk of the Group satisfactorily and that the Company has a sound control environment and risk management framework.
A new internal audit plan was tabled at the August 2024 Audit Committee meeting, which is aligned with management’s requirements, the Group’s risk profile and the current risk trends. The internal audit function is discussed with the external auditors during the year end and half year reporting periods.
The Group utilises the services of an external Whistleblower company and receives monthly written reports. The Audit Committee reviewed the effectiveness of the Company’s Whistleblowing Policy and procedures for detecting fraud. The Committee is satisfied with the Whistleblowing processes that are in place.
The Audit Committee was satisfied that the overall control environment is at a satisfactory level and that management review and manage the overall risk of the Group in line with the required standards.
IT Governance and Cyber Security is a key focus of the Audit Committee, as Cyber Security threats and breaches continue to become more prevalent.
The annual Cyber Security assessment was completed by an external specialist during the Period and the Audit Committee agreed with managements recommendation that the annual IT risk assessments will continue to be done. Regular monitoring and risk assessments are conducted by management and feedback is provided on various platforms and is reported annually, or more frequently if concerns are identified, at the Audit Committee meetings and monthly at the Executive meetings. IT Governance and Cyber Security remains a priority of the Audit Committee and management.
Cash management and the treasury function remain a key focus area of the Audit Committee. Bi-annual treasury reports, detailing the Group’s cash position, main areas of risk and exposure and dividends declared, amongst others, were reviewed and assessed. Despite the volatile commodity prices and decreased Group cash balance during the year under review, the Audit Committee is satisfied that the Group remains solvent and liquid and is in a healthy financial position.
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 Chair, Executive Directors and senior management. It motivates the Directors and aligns the interest of the Executive team with the interest of shareholders. The Remuneration Committee also reviews and approves strategies and incentive plans to attract and retain high-quality Executives. It 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. The Independent Non-Executive Directors may, if needed, seek independent professional advice, at the Group’s expense, in the execution of their duties.
The Remuneration Committee comprises Adrian Reynolds as Chair and Eileen Carr as a member. During the year, the Remuneration Committee met three times and invited Jaco Prinsloo, Lewanne Carminati 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 responsible for a succession plan for Directors of the Board as well as senior management. The Nominations Committee identifies the skills, experience and capabilities required to execute on the Company’s strategy. Please refer to the Nomination Committee Charter.
The Company acknowledges the importance of the workforce and the related environmental and social needs. The Company follows the principles of good corporate citizenship and engages on a regular basis with all stakeholders. Two-way communication ensures that healthy and transparent relationships, built on trust and integrity, are maintained. The Company is committed to “doing what we say we are going to do” and show commitment towards delivering positive and value adding 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 Group’s unique insurance portfolio and requirements were re-assessed and reconsidered in terms of risk cover, expert advice from the insurance brokers, pricing and premiums. Management recommended, and the Audit Committee agreed, that the Group insurance programme continue with the insurance brokers elected in FY2023.
The Directors and Officers insurance was renewed, commencing December 2023, 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), is still independent and objective. The Audit Committee recommended to the Board that PwC be re-appointed as external auditor for a fourth term. The audit fee was approved, including the additional work to be performed on the Thaba JV and the disclosure thereof in the Consolidated Financial Statements.
PwC presented their detailed audit plan for the year ended 30 June 2024. The Audit Committee was satisfied with the rationale and timetable for the year end audit at the planning stage, the estimated materiality threshold, the audit scoping, identification of key audit areas and significant judgements and estimates as presented by PwC.
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, who also facilitates the bi-annual risk review process by management from which the risk register is maintained and updated.
The full scope of planned internal audit procedures as proposed by BDO in the August 2023 Audit Committee meeting was completed during the year under review, of which the outcomes were presented to the Audit Committee in August 2024. The Audit Committee was satisfied that management review and manage the overall risk of the Group satisfactorily and that the Company has a sound control environment and risk management framework. A new internal audit plan was tabled at the August 2024 Audit Committee meeting, which is aligned with management’s requirements, the Group’s risk profile and the current risk trends. The internal audit function is discussed with the external auditors during the year end and half year reporting periods.
The Group utilises the services of an external Whistleblower company and receives monthly written reports. The Audit Committee reviewed the effectiveness of the Company’s Whistleblowing Policy and procedures for detecting fraud. The Committee is satisfied with the Whistleblowing processes that are in place.
The Audit Committee was satisfied that the overall control environment is at a satisfactory level and that management review and manage the overall risk of the Group in line with the required standards.
IT Governance and Cyber Security is a key focus of the Audit Committee, as Cyber Security threats and breaches continue to become more prevalent.
The annual Cyber Security assessment was completed by an external specialist during the Period and the Audit Committee agreed with managements recommendation that the annual IT risk assessments will continue to be done. Regular monitoring and risk assessments are conducted by management and feedback is provided on various platforms and is reported annually, or more frequently if concerns are identified, at the Audit Committee meetings and monthly at the Executive meetings. IT Governance and Cyber Security remains a priority of the Audit Committee and management.
Cash management and the treasury function remain a key focus area of the Audit Committee. Bi-annual treasury reports, detailing the Group’s cash position, main areas of risk and exposure and dividends declared, amongst others, were reviewed and assessed. Despite the volatile commodity prices and decreased Group cash balance during the year under review, the Audit Committee is satisfied that the Group remains solvent and liquid and is in a healthy financial position.
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.
| Principle | Disclosure |
|---|---|
| QCA1 Establish a purpose, strategy and business model which promote long-term value for shareholders. | Annual report: Key performance indicators , Chair’s letter and CEO review Website: Strategy |
| QCA2 Promote a corporate culture that is based on ethical values and behaviors. | Annual report: Corporate profile Website: Vision, mission and values |
| QCA3 Seek to understand and meet shareholder needs and expectations. | Annual report: Chair's letter, CEO Review , Directors report Website: Investors and Media, Vision, Mission and values |
| QCA4 Take into account wider stakeholder interest, including social and environmental responsibilities, and their implications for long-term success. | Annual report: ESG review Website: Annual ESG report, Vision, mission and values |
| QCA5 Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation. | Annual report: Directors’ report, Audit Committee Report Website: Board Charter, Audit Committee Charter |
| QCA6 Establish and maintain the board as a well-functioning, balanced team led by the Chairman. | Annual report: Directors’ report. Website: Board Charter, Board of Directors page |
| QCA7 Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities. | Annual report: Corporate governance statement, Directors’ Report Website: Governance, Directors biographies |
| QCA8 Evaluate board performance based on clear and relevant objectives, seeking continuous improvement. | Website: Board Charter |
| QCA9 Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and culture. | Annual report: Directors’ Report Website: Remuneration Committee Charter |
| QCA10 Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders. | Annual report: Directors’ Report, Audit committee Report Website: Announcements Other: Investors roadshows |
02 December 2024
10 September 2024