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Corporate Governance

The Directors support the highest standards of corporate governance and intend to observe the requirements of the Combined Code on corporate governance published in June 2006 by the Financial Reporting Council, to the extent they consider appropriate in light of the company’s size, stage of development and resources and to take into account the QCA (the Corporate Governance Guidelines for Smaller Quoted Companies published in September 2010 by the Quoted Companies Alliance (as amended or replaced from time to time)).

Whilst there is no equivalent to the Combined Code in Guernsey, the Company’s Law brings with it a more formalised approach to corporate governance particularly in the areas of the laws and rules as to directors’ duties and liabilities and shareholders’ rights which apply to all Guernsey companies.

The Board of Directors of Bushveld Minerals is accountable to the shareholders for its Corporate Governance and has as its primary duty to act in the best interests of the Company at all times. The Board is responsible for:
 

  • Setting the strategic direction and ongoing oversight of the implementation of the corporate strategy of the company, including approval of exploration and development budgets and capital expenditure

  • Oversight over the financial position of the Company

  • Establishing the policies of the Company

  • Monitoring the business and affairs of the Company

  • Addressing issues relating to internal control and the company’s approach to risk management.
     

Each Director will have full access to all relevant information and to the services of the company Secretary and, if necessary, the Non-Executive Directors may take independent professional advice at the company’s expense. The Board of Directors consists of six Directors, three of whom are non-executive. Each of the non-executive Directors are considered by the Board to be independent.

The Directors' varied backgrounds and experience give the company a good mix of the knowledge and expertise necessary to manage the business effectively. The Managing Director is responsible to the Board for the day-to-day management of the Company.

The Board has delegated specific responsibilities to the committees described below.

 

Audit Committee

The company’s full Board shall act as the audit committee, in respect of which it will hold specific meetings at least twice each year. The audit committee’s overall responsibilities are to ensure sound implementation of financial practices throughout the company and will include:
 

  • Ensuring that sufficient financial controls are in place to protect the assets and to ensure the integrity of financial information;

  • Reviewing the interim and annual financial statements;

  • Reviewing all aspects of the audit programme and provision of non audit services by the auditors

  • Ensuring the appropriate financial reporting procedures are properly maintained and reported on,

  • Meeting with the Company’s auditors and reviewing their reports and accounts and the Company’s internal controls.
     

Remuneration Committee

The remuneration committee responsibilities will include reviewing the performance of the executive Directors, setting their remuneration structure and levels, determining the payment of bonuses and considering the grant of options under the company’s share option arrangements.