Corporate Governance

Pan African Resources strives to comply with the UK Companies Act, the King Code of Governance for South Africa, 2009 (‘King III’) and the JSE Listings Requirements and AIM rules as far as possible for an organisation of this size. The Board of Directors ensures that the business of the enterprise is conducted with integrity and in accordance with the highest standards of corporate governance practice. The Board embraces best practice principles based on the understanding that sound governance practices are fundamental to earning the trust of our stakeholders. This is critical to sustaining the Group’s success and preserving shareholder value. 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. However the Board considers that the Directors past record on managing public companies demonstrates their ability to ensure shareholders interests are taken care of.

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.

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 Phuti Mahanyele and Thabo Mosololi. The Chairman of the Remunerations Committee is not independent as required by the JSE. Nevertheless, the board is satisfied that the interests of the Executive Directors and employees are met.

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 Hester Hickey, Keith Spencer and Thabo Mosololi. Both Hester Hickey and Thabo Mosololi are independent directors. In addition the SHEC committee comprises Keith Spencer and Hester Hickey.

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