The board is committed to responsibility, accountability, fairness and transparency through its ethical leadership.

AIM Rule 26

The board also integrates responsible corporate citizenship into the group’s business strategy, audits and assessments and embeds sound corporate governance practices into daily operations and processes throughout the group.

We review our corporate governance practices regularly and have adopted King IV™ as the recognised corporate governance code to ensure that we act in the best interest of our stakeholders, comply with applicable laws and regulations and quickly adapt to changes in our regulatory environment.

GOVERNANCE FRAMEWORK

The board is ultimately responsible for the group’s governance structure and framework and is supported by its four sub-committees.

This framework includes a delegation of authority process where the daily management of the group is delegated to the chief executive officer and Exco, without abdicating the board’s responsibility. Operationally, Exco is supported by the operations committee (Opsco), which incorporates the general managers at all mining operations and key corporate office employees. The standards of disclosure relating to corporate governance at the group are regulated by the Companies Act 2006, the South African Companies Act1, the AIM Rules of the LSE, the JSE Listings Requirements and King IV™. In addition, the board has considered the principles of corporate governance contained in the UK Corporate Governance Code and the guidance published by the Financial Reporting Council (FRC) concerning risk management and internal controls.

Board composition

Board Activities

The key focus areas and issues discussed during the financial year are tabled below:

Focus areasKey issues discussed in 2019 
Strategy and operational executionDiscussed the Egoli project and agreed on a strategy to progress the project
Discussed progress on the study of and implementation plan for pillar extraction at Evander Mines’ 8 Shaft
Approved payment of the Elikhulu incentive
Approved the group’s plan to increase its strategic focus on security
Reviewed and considered potential acquisitions during the course of the year
Monitored rehabilitation initiatives implemented at Evander Mines
Approved the development of Evander Mines’ 8 Shaft pillar extraction
Approved the identification of the material matters process
Approved the identified material matters
Risk managementConsidered the impact of the new Mining Charter on investment in South Africa and its impact on the group
Monitored safety performance and improvement measures implemented at operations
Monitored progress on Elikhulu’s construction and ramp up
Monitored progress on the incorporation of ETRP’s throughput capacity of 0.2 million tonnes per month into Elikhulu
Monitored group cash flow performance, projections and debt covenant compliance
Monitored the group mining licence and related regulatory compliance
Oversight of the group’s hedging activities
Governance
Considered the King IV™ Report and listings requirements (JSE and AIM)
Considered other relevant regulations and requirements applicable to the group
Approved the 2018 financial year integrated annual report, annual financial statements and associated Stock Exchange News Service announcements
Approved the December 2018 interim results
Approved the going concern basis of accounting for the preparation of the June 2018 annual financial statements and December 2018 interim results
Ratified the appointment of PwC as the group’s auditor subject to approval by shareholders at the next AGM and Questco Corporate Advisory Proprietary Limited as the group’s JSE adviser
Assessed the performance of the audit and risk committee, the company secretary, the board and the financial director
Ratified the audit and risk committee minutes of meetings
Ratified the remuneration committee minutes of meetings
Approved the 2019 financial year budgets for the group
Stakeholder engagementMonitored engagement with unions, the workforce and community-related matters
Certain non-executive directors attended the inaugural gold pour of Elikhulu
Obtained all requisite approvals from the AGM and general meetings held during the financial year
Non-executive directors visited the Barberton operation for a board meeting and review

Committee Activities

The table below details the key issues discussed during the year under review:

CommitteeMembersKey issues discussed in 2019
Audit and risk committeeHester Hickey (chairperson)
Thabo Mosololi
Keith Spencer
Invitees
Cobus Loots (chief executive officer)
Deon Louw (financial director)
External auditor, internal auditors and financial executives
Recommended the group’s integrated annual report for June 2019
Recommended the interim report for 31 December 2018 to the board for approval
Reviewed the internal and external audit reports
Monitored the group’s risk appetite and tolerance levels
Approved the internal and external audit fees
Monitored the external auditors’ independence
Monitored the internal audit programme and reviewed the internal audit findings
Evaluated the financial director and the finance department
Recommended the appointment of PwC as the external auditor of the group
to the board for shareholder approval
Monitored the RCF restructure process
Approved the change in the presentation currency
Monitored the ESG strategy and compliance
Monitored King IV™ compliance
Considered the latest letter on the JSE’s Proactive Monitoring Process
Remuneration committeeRowan Smith (chairman)
Thabo Mosololi
Keith Spencer
Invitees
Cobus Loots (chief executive officer)
Deon Louw (financial director)
André van den Bergh (chief operating officer)
Ensured that salary adjustments were in line with the group’s remuneration philosophy and within the industry peer benchmarks provided by the PwC Remchannel market analysis and other sources
Oversight of an independent review of the group’s remuneration framework and policies and alignment with shareholder expectations
Regularly reviewed, monitored and ensured compliance in terms of stipulated employment equity targets and other requirements
Engaged with key shareholders regarding the group’s remuneration policy and framework
Safety, health, environment, quality and community (SHEQC) committeeKeith Spencer (chairman)
Hester Hickey
Cobus Loots
Bert van den Berg
Mandla Ndlozi
André van den Bergh
Naka Hlagala
Invitees
General managers: Barberton Mines and
Evander Mines
Monitored safety performance challenges and improvements at all operations
Reviewed quantification of specific performance measures that are required to be reported for the sustainability report
Monitored environmental management and adherence to relevant legislation
Monitored health indicators at all operations
Approved independent safety contractors to review our safety controls at the mining operations
Monitored community and SLP activities
Monitored the progress of CSI and LED projects
Social and ethics committeeThabo Mosololi (chairman)
Deon Louw
André van den Bergh
Reviewed and approved the social and ethics charter

Acts and Codes

South Africa (Corporate)

  • South African Companies Act 71 of 2008 – applicable to South African entities
  • JSE Listings Requirements
  • King IV™
  • Labour Relations Act of 1995

United Kingdom (Corporate)

  • Companies Act 2006
  • AIM
  • The UK Corporate Governance Code
  • The Bribery Act 2010

Minerals and Energy (South Africa)

  • Minerals and Petroleum Resources Act of 2008
  • National Energy Act of 2008
  • Precious Metals Act of 2005
  • Broad-based socio-economic empowerment charter for the mining and minerals industry 2018

Safety, Health And Environment (South Africa)

  • Mine Health and Safety Act of 1996
  • Occupational Health and Safety Act of 1993
  • Compensation for Occupational Injuries and Diseases Act of 1993
  • National Environmental Management Act of 1998 and amendments
  • National Water Act of 1998
  • National Nuclear Regulator Act of 1999
  • National Environmental Waste Act 59 of 2008
  • Air Quality Amendment Act 20 of 2004