Pan African Resources PLC - Corporate Governance


The Enlarged Board is committed to maintaining high standards of corporate governance. The Company has developed appropriate measures to ensure that it complies, as far as possible, with the Combined Code so far as is practicable for a company of its size and stage of development.
The Board considers that the current non-executive Directors bring a wealth of experience to the Company and a range of skills appropriate to facilitate the next stage of the company’s growth. The Board recognises none of the Directors would be regarded as independent non-executive directors under the Listings Requirements and the Combined Code and therefore the company is not compliant with the code in this regard. However the Board considers that the Directors past record on managing public companies do not jeopardise shareholders interests relating to the matter that none of the directors are independent according to the Code.
The Enlarged Board has also considered the guidance published by the Institute of Chartered Accountants in England and Wales (commonly known as the Turnbull Report) concerning the internal control requirements of the Combined Code. The Enlarged Group will regularly review and manage key business risks in addition to managing financial risks facing the Company in the operation of its business.

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The Enlarged Board has established a Remuneration Committee comprising three of the non-executive directors. The Remuneration Committee reviews the performance of the executive Directors and determines the remuneration of the executive Directors and the basis of their service agreements with due regard to the interests of Shareholders. The Remuneration Committee also determines the payment of any bonuses to executive Directors and the grant of options to employees, including executive Directors, under the Company’s share option scheme. The Remuneration Committee comprises Charles Needham and Rob Still.

The Enlarged Board has established an Audit Committee. The Audit Committee is responsible for ensuring that the financial performance, position and prospects of the Company are properly monitored, controlled and reported on and for meeting the auditors and reviewing their reports relating to accounts and internal controls. The Audit Committee comprises Charles Needham (Chairman) and Rob Still.

The Board has established a Technical Committee, which following Admission comprises Keith Spencer, Hennie Blignault, Anton Esterhuizen and Jan Nelson. The Technical Committee is responsible for continuous evaluation of the Enlarged Group’s existing and potential projects and operations. In addition, the Technical Committee is to ensure exploration programmes and capital expenditure at operations are adhered to within allocated budgets.

UK (AIM): PAF | SA (JSE): PAN