Corporate governance

Sylvania Platinum Limited (the "Company") is quoted on AIM and in accordance with Rule 26 of the AIM Rules for Companies (January 2021), the Board has considered and adopted the UK's Quoted Companies Alliance Corporate Governance Code for Small and Mid-Size Quoted Companies (the "QCA Code").

By applying the QCA Code, the Board is committed to maintaining the highest standards of corporate governance throughout its operations and to ensuring that all of its practices are conducted transparently, ethically and efficiently to ultimately deliver shareholder value. The Company believes in scrutinising all aspects of its business and ensuring an effective and efficient management framework as recommended by the Code. The Board and management continue to reflect, analyse and improve the Company’s procedures resulting in the continued success of the Company and improving shareholder value.

The Company provides a summary of its current Corporate Governance Code compliance as guidance, as set out below:

The Board, guided by the Chairman reviews the Group strategy on a regular basis to ensure long-term value for stakeholders. The Group Vision, Mission and Values are the foundation of this strategy.

Vision: To be the leading mid-tier, lower unit cost, PGMs producing company.
Mission: To generate wealth for all of our stakeholders using safe and innovative processes with a focus on PGMs while exploiting any value-adding associated minerals.
Values: We value the safety and health of all
We value the fundamental rights of people
We value honesty and integrity
We respect the environment
We value the culture, traditional rights and society in which we operate

In addition, the Company has adopted policies in relation to:

  • code of ethics also encapsulating anti-corruption and bribery;
  • whistleblowing;
  • health and safety;
  • environment and community; and
  • IT, communications and systems

in order that all aspects of the Company are run in a robust and responsible way.

The Company is not required to comply with the UK City Code on Mergers and Takeovers however, the Directors support the objectives of the Code and intend to comply with those aspects that they consider relevant to the Group’s size and circumstances.

THE BOARD OF DIRECTORS

The role of the Board of Directors is to provide entrepreneurial leadership to the Group within a framework of prudent and effective controls which enables risks to be assessed and managed. The Board is responsible for the proper management of the Company by developing, reviewing and approving the Company’s strategy, budgets and corporate actions. The Board sets the corporate and operational strategy and holds regular Board meetings to review planning, operational and financial performance. The Board is responsible for setting the Group’s values and standards and ensuring that its obligations to shareholders and other stakeholders are met.

The Board comprises six members being: the independent Non-executive Chairman; three independent Non-executive Directors and two Executive Directors. It is important that the Board has the right mix of skills and experience to deliver on the strategy of the Company. The details of the Board members are outlined in the Director’s report. There is a clear division of responsibilities at the head of the Group through the separation of the positions of Chairman and the Chief Executive Officer and the roles and responsibilities of the Board members are clearly defined.

The Board currently comprises:

SA Murray Independent Non-executive Chairman
J J Prinsloo Chief Executive Officer
RA Williams Independent Non-executive Director
E Carr Independent Non-executive Director
A Reynolds Independent Non-executive Director
L Carminati Chief Financial Officer

Additionally, the Company has appointed a professional company (Codan Corporate Services) as company secretary in Bermuda, assisted by Eileen Carr as Assistant Company Secretary. This is to assist the Chairman in preparing for and running effective Board meetings, including the timely dissemination of appropriate information. It is the duty of the Company Secretary to provide advice and guidance to the extent required by the Board on the legal and regulatory environment.

SHAREHOLDER RELATIONS AND EXPECTATIONS

Executive Management and the Chairman meet regularly with major shareholders to develop a balanced understanding of the issues and concerns of shareholders. The Chairman ensures that the views of shareholders are communicated to the Board as a whole.

The Company is committed to engaging with shareholders through investor roadshows, individual meetings in person or virtually, quarterly, half yearly and annual reporting via RNS and on the Company’s website, with the aim of providing clear and transparent information on the strategy and performance of the Group.

The Directors have established Audit and Remuneration Committees. Board appointments, succession planning, corporate governance and sustainability issues are dealt with by the full Board of Directors.

GOVERNANCE COMMITTEES

In compliance with UK best practice, the Board has established the following committees:

AUDIT COMMITTEE

The Audit Committee has been established to assist the Board of the Company in fulfilling its corporate governance and oversight responsibilities in relation to the Company’s financial reports and financial reporting process, internal control structure and the internal and external audit process. Please refer to the Audit Committee Charter.

The Audit Committee members are Roger Williams (Chairman) and Eileen Carr, both of whom are qualified accountants. They have been joined by Adrian Reynolds as from 1 August 2021.

The role of the Audit Committee includes, amongst others, the following:

  • 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 Whistleblower 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 as well as management to all committee meetings. The Audit Committee ran an audit tender during the year which resulted in the selection of PwC as auditors for the Company. PwC’s appointment was approved by shareholders at the Company’s AGM held in November 2021. The Audit Committee is satisfied that the Group’s auditors are independent.

The Audit Committee met four times during the year to consider the following agenda items:

August 2020:

  • Annual Report for the year ended 30 June 2020;
  • External audit report on the Group Annual Financial Statements for the year ended 30 June 2020;
  • Going concern and working capital requirement/cash forecast;
  • Impairment;
  • Internal audit update; and
  • Whistleblower feedback.

November 2020:

  • External auditor’s strategy and planning report for the Half year review;
  • Directors and Officers Liability Insurance;
  • Internal audit update;
  • IT Governance;
  • ESG reporting; and
  • Whistleblower feedback.

February 2021:

  • Half year results and report to 31 December 2020;
  • External audit report on half year;
  • Half year Impairment and going concern assessments;
  • IT Governance; and
  • Whistleblower feedback.

May 2021:

  • External audit strategy and plan for the 30 June 2021 year-end audit;
  • Internal audit update;
  • IT Governance; and
  • Whistleblower feedback.

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 Chairperson, Executive Directors and Senior Management. Please refer to the Remuneration Committee Charter.

The Remuneration Committee comprises Roger Williams as the Chairman, and Stuart Murray. During the year under review, the Remuneration Committee met formally twice and invited Eileen Carr and members of the Executive to attend.

Under its terms of reference, 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. Succession planning for Senior Executives is reviewed annually.

No Director is involved in reviewing his own remuneration. The Directors’ remuneration report, which includes details of the Directors’ interests in options and shares is set out in the Director’s report.

The Independent Non-executive Directors may, if needed, seek independent professional advice, at the Group’s expense, in the execution of their duties.

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

The Company engages all stakeholders on a regular basis. Please refer to Sylvania’s Pathway towards ESG for details on the Company’s commitment to our employees, communities in which we operate, suppliers as well as the environment. Open lines of communication ensure that the Board and management are aligned with the needs of our stakeholders and ensure relationships are built on honesty and trust.

RISK ASSESSMENT AND INTERNAL CONTROLS

The Board undertakes on-going risk assessments to identify and consider major internal and external risks to the business model of the Group, including future performance, solvency and liquidity. Principal risks and uncertainties are detailed in the Directors’ report.

The Board also reviews the Group’s ability to continue as a going concern on a regular basis.

The effectiveness of the internal controls is overseen by the Board and is operationally monitored by management on various organisational levels. The Group’s financial control function is responsible for periodically testing the controls and overseeing the commitments entered into in connection with the operations of the Group. The Board considers the internal controls and procedures in place to be appropriate for the size, complexity and risk profile of the Group.

The Group does not have a separate internal audit function to evaluate and test the operating procedures and processes relating to internal controls, but has engaged an independent firm to assist with this evaluation and testing and to determine vulnerabilities within the Group. The planning and reporting of the internal audit function is monitored by the Audit Committee and the Board of Directors and is regularly discussed with the Group’s external auditors.

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.

This information was last reviewed in December 2021.

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

PrincipleDisclosure
Establish a strategy and business model which promotes long-term value for shareholders. Refer to the Annual Report for the year ended 30 June 2021 and the Strategy page on this website.
Seek to understand and meet shareholder needs and expectations. Refer to the Chairman's Letter in the Annual Report for the year ended 30 June 2020 and the Our vision, mission and values page on this website.
Take into account wider stakeholder and social responsibilities and their implications for long term success. Refer to Sustainability in the Annual Report and the Our vision, mission and values page on this website.
Embed effective risk management, considering both opportunities and threats, throughout the organisation. Refer to the Directors' report in the Annual Report. The responsibility of identifying Groups risk lies with the Board (refer to the Board Charter).
Maintain the Board as a well-functioning, balanced team led by the chair. Refer to the Directors' report in the Annual Report and the Board of directors page on this website.
Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities. Refer to the Directors' report in the Annual Report for the year ended 30 June 2021 and the Board of directors page on this website.
Evaluate all elements of Board performance based on clear and relevant objectives, seeking continuous improvement. The Board performs peer evaluations and engage in regular continued professional development. See the Board Charter for details of the Board's performance evaluation.
Promote a corporate culture that is based on sound ethical values and behaviours. Refer to the Our vision, mission and values page on this website. Also refer to the Corporate profile in Annual Report for the year ended 30 June 2021.
Maintain governance structures and processes that are fit for purpose and support good decision making by the Board. Refer to the Corporate governance statement in the Annual Report for the year ended 30 June 2021.
Communicate how the company is governed by maintaining a dialogue with shareholders and other relevant stakeholders. Investor roadshows are undertaken at least twice a year. Shareholders may contact the Company directly on the telephone numbers or e-mail addresses provided on the Contacts page of this website.

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