Corporate Governance Statement
Last updated 23 June 2020
Bushveld Minerals is committed to high standards of corporate governance. The Company continuously reviews its governance policies and is committed to improving its practices over time.
The Board collectively recognises that a high standard of corporate governance is of paramount importance to continue to deliver the Company’s strategy, create long-term value and maintain our licence to operate. In accordance with the AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code, the Company adopted and complies with the Quoted Companies Alliance Corporate Governance Code (‘QCA Code’), which is most suited to Bushveld’s needs and size. The Company’s website includes a Corporate Governance Statement that explains how the ten principles of the QCA Code are applied by Bushveld. This can be found at http://www.bushveldminerals.com/corporate-governance/ .
It further details below how Bushveld is applying the QCA Code and how it supports Bushveld’s medium- to long-term success. The QCA Code is clear that companies need to deliver growth, long-term shareholder value and that this requires an efficient, effective and dynamic management framework. It should be accompanied by good communication, which helps to promote confidence and trust.
Principles and Approach
Establish a strategy and business model which promotes long-term value for investors
Bushveld Minerals is a low-cost, vertically-integrated primary vanadium producer with a diversified product portfolio. The Company’s assets are located in South Africa, which hosts the largest high-grade primary vanadium districts in the world. Through Bushveld Energy, the Company’s energy storage component manufacturer and project developer, focused on vanadium-based energy storage systems called Vanadium Redox Flow Batteries (‘VRFBs’), Bushveld Minerals plays a pivotal role in the development and promotion of VRFB technology.
Bushveld Minerals’ vision is to be one of the world’s lowest-cost and vertically-integrated primary vanadium producers, recognised for its diversified vanadium product portfolio, operating efficiency and value creation.
The overriding objective of the Board is to direct the business to ongoing success and deliver long-term shareholder value. To achieve this, an operating model has been adopted that defines how to deliver and execute the strategy by defining the structures in which to operate and the capabilities required.
Bushveld Minerals’ strategy and compelling investment case are outlined on page 4 of the Annual Report. While the Company’s focus is on the vanadium platform, it has additional investments in an integrated coal mining and power generation project in Madagascar, through its wholly-owned subsidiary Lemur Holdings, and an eight per cent shareholding in AIM-listed AfriTin Mining Limited.
Seek to understand and meet shareholder needs and expectations
The Board is committed to providing effective communication with shareholders and attaches great importance to delivering clear and transparent information on the Company’s activities and strategy.
The Bushveld Minerals Investor Relations team is dedicated to communicating the Bushveld Minerals value proposition to both institutional and private investors, as well as the broader market. This is successfully achieved through active engagement with investors, research analysts and journalists via a combination of investor roadshows, proprietary webinars, attendance at conferences focused on the mining and energy storage sectors and engagement with selective media.
The Board views the Annual General Meeting (‘AGM’) as the main forum for communicating directly with investors. Notice of the AGM is sent to shareholders at least 21 days before the meeting and the event is attended by the directors, either in person or via teleconference, who are available to answer questions raised by shareholders. At the AGM, various resolutions are proposed and voted on by the shareholders, either by attending the meeting or appointing a proxy to vote on their behalf if unable to attend in person. The results of the voting are released as soon as practicable after the AGM has closed.
Beyond the AGM, the Company engages with its shareholders throughout the year across various platforms such as roadshows and conferences. These engagements are key as they provide valuable feedback in the decision-making process and determine how the Company can best meet shareholder expectations.
Significant developments and regular operational updates are disseminated through stock exchange announcements via the Regulatory News Service (RNS) and can be found on http://www.bushveldminerals.com/regulatory-news-rns/
The website also has a wealth of information for existing and potential shareholders, including a corporate video, project descriptions, investor presentations, financial and technical reports, analyst research, webcasts and certain shareholder information.
Take into account wider stakeholder and social responsibilities and their implications for long-term success sustainability
Bushveld Minerals recognises that successful execution of its business strategy requires it to build and maintain meaningful, well-functioning relationships with its multiple stakeholders. These include government, regulatory authorities, funders, partners, employees, contractors, customers and, very importantly, the communities in which our projects and operations are based. We see our socio-economic role going beyond the creation of jobs and revenue for South Africa, to acting as an agent for transforming these communities.
More information on this can be found within our Sustainability Report on page 54 of the Annual Report.
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board has primary responsibility for establishing and maintaining the Company’s internal controls and risk management systems, which are designed to meet the particular needs of the Company and the risks to which it is exposed. The responsibility for reviewing the adequacy and effectiveness of these controls and risk management systems has been delegated to the Audit Committee. While the Board is aware that no system can provide absolute assurance against material misstatement or loss, in view of the increased activity and further development of the Company, continuing reviews of internal controls are undertaken to ensure that they are adequate and effective.
To manage the Company’s inherent risk, we have conducted a detailed risk analysis, together with risk mitigation strategies. The risks that are detailed on page 50 of the Annual Report are the principal risk factors that could impact the Company’s ability to deliver on our long-term strategic objectives. As such, we have put significant effort into analysing these risks and putting in place initiatives to manage them.
The Board considers that the frequency of Board meetings and the level of detail presented to the Board for its consideration in relation to the operations of the Company provide an appropriate process to identify, evaluate and manage significant risks relevant to the operations on a continuous basis. This is coupled with the reports received from the Company’s external, independent auditor, via the Audit Committee, on the state of its internal controls and whether any perceived gaps in the control environment require remedial action.
There is currently no internal audit function, however, to align with the Company’s growth trajectory the Audit Committee will be appointing an internal auditor in due course.
Maintaining the Board as a well-balanced, functioning team led by the Chair
The overriding objective of the Bushveld Minerals’ Board is to direct the business to ongoing success and deliver long-term shareholder value. To achieve this, an efficient and effective operating model is required, coupled with clear communication which promotes confidence and trust.
The 2019 Board consisted of a Non-Executive Chairman (Ian Watson), a Senior Non-Executive Director (Michael Kirkwood), two additional Non-Executive Directors (Jeremy Friedlander and Anthony Viljoen) and two Executive Directors (the Chief Executive Officer and the Finance
Director, Fortune Mojapelo and Tanya Chikanza, respectively). The Chairman and two of the non-Executive Directors are deemed to be independent. The Board is satisfied that it has achieved a suitable balance between independence, on the one hand, and knowledge of the Company on the other, enabling it to discharge its duties effectively. Biographies and details of the committees of which each of the directors is a member are on pages 74 and 75 of the Annual Report .
The Board holds formal quarterly meetings and meets outside those events as and when necessary. The executive directors work full-time for the Company and the expectation is that the non-executive directors will spend 30 days per annum on work for the Company.
The Board met formally four times during the year ended 31 December 2019, with an additional eleven meetings held to consider matters falling outside the quarterly cycles. Attendance was as follows:
|Geoff Sproule (resigned 30 September 2019)||7|
|Tanya Chikanza (appointed 1 October 2019)||5|
The Board is supported by Audit, Remuneration, Nomination and Disclosure Committees that operate within specific terms of reference and are described further in Principle 9 below.
Ensure that the Directors pool the necessary up-to-date experience, skills and capabilities
The Directors of Bushveld Minerals have been appointed to the Company because of the skills and experience they offer, as well as their personal qualities and capabilities. Full biographical details of the Directors are included on pages 74 and 75 of the Annual Report, which provides an indication of their breadth of skills and experience. The Board is also able to engage independent advisors should the need arise.
The Board is determined to ensure that it continues to have the right balance of directors. This is a continuous process, with the Nomination Committee regularly reviewing the composition of the Board to ensure that it has the necessary breadth and depth of skills to support the ongoing strategy of Bushveld Minerals. In addition to this, at least one-third of directors retire by rotation and offer themselves for re-election every year, which is voted on by shareholders at the AGM.
At the end of September 2019, Geoff Sproule stepped down from the Board as Finance Director and was replaced by Tanya Chikanza. As the biographical details on page 74 of the Annual Report show, Tanya is a Chartered Accountant who has extensive experience in managing publicly-listed companies’ relationships with financial markets. She has thirty years’ experience in international equity and debt capital markets, strategy, corporate finance, and audit. Her deep understanding of the South African mining industry, along with her experience in engaging debt and equity investors, comes at an important time as the Company moves into its next stage of development.
After year-end, the Company appointed Dolly Mokgatle as an Independent Non-Executive Director to the Board. Dolly’s extensive expertise in respect of South Africa’s power network, coupled with her in-depth knowledge of energy policy, will be valuable to the Company as it pursues its energy strategy. In addition, her corporate experience, derived from participation in numerous company boards over the years, strengthens our governance. Her full biography can be found on page 75.
Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Board recognises the importance of regularly reviewing the effectiveness of its performance and the ability of the members to work together to achieve the Company’s objectives, as well as that of its committees and the individual directors.
Responsibility for assessing and monitoring the performance of the executive directors lies with the independent non-executive directors, using agreed key performance indicators. Further detail can be found in our Remuneration Report on page 80 of the Annual Report.
The Board as a whole evaluates its own performance internally, and that of the committees, and uses the process to identify opportunities for improvement. The Nomination Committee is responsible for reviewing the structure, size, and composition (including skills, knowledge, experience and diversity) of the Board and making recommendations to the Board on any changes. Succession planning for directors and other senior executives is also the responsibility of the Nomination Committee.
Promote a corporate culture that is based on ethical values and behaviours
In building a strong governance framework, we have aimed to ensure that ethical values and behaviours are embedded within the culture of Bushveld Minerals. The Board is very conscious that the tone and culture that it sets will impact all aspects of the Group and the way that employees behave and operate.
The Company seeks to ensure that responsible business practices are fully integrated into the management of its operations, which is essential for operational excellence and to deliver Bushveld’s strategy.
All directors and employees are bound by a confidentiality agreement that forms part of their service agreements or employment contracts, as the case may be.
In addition, the Company has the following policies in place:
Anti-Corruption and Bribery Policy
It is the Company’s policy to conduct all of its business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships, wherever we operate.
Share Dealing Policy
The Company has adopted a policy for dealing in its shares, which incorporates all obligations under both Rule 21 of the AIM Rules for Companies and Article 19 of the Market Abuse Regulations.
The policy explains the circumstances in which shares in the Company can be bought or sold by directors and relevant employees, along with the requirements and procedures that have to be followed when dealing in the Company’s shares. In addition to this, the Company has a Memorandum on Inside Information providing additional information on applicable laws and possible sanctions, market abuse provisions and communication requirements.
Social Media Policy
While the Company recognises the benefits that social media engagement can have in helping it reach out to stakeholders, this policy is in place to facilitate the responsible use of social media and minimise the risks to the Company through its misuse, which can bring a company into disrepute.
Maintain governance structures and processes that are fit for purpose and support good decision making by the Board
The Board’s role is to provide strategic leadership to the Company within a framework of prudent and effective controls enabling risk to be assessed and managed.
Matters reserved for the attention of the Board include, inter alia:
- Board membership and powers, including the appointment and removal of Board members and determining the terms of reference of the Board;
- Establishing the overall control framework, including the operating model that defines how to deliver and execute strategy by defining the structures in which to operate;
- Key commercial matters, including the approval of the budget and financial plans, changes to the Company’s capital structure, the Company’s business strategy, acquisitions and disposals of businesses and capital expenditure;
- The approval of financial statements, dividends and significant changes in accounting practices; and
- Stock exchange-related issues, including the approval of the Company’s announcements and communications with both shareholders and the stock exchange.
The Board is supported by committees that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.
These committees consist mostly of non-executive directors. Descriptions of the various committees are provided below.
The Audit Committee has responsibility for monitoring the integrity of the financial statements of the Company, including its annual and half yearly reports, interim management statements, preliminary results announcements and any other announcements relating to financial performance before they are presented to the Board for approval. In addition to this, its duties include reviewing and reporting on the Company’s internal financial controls and risk management systems.
The Audit Committee is responsible for recommending the appointment of the auditors and reviewing and monitoring their independence and objectivity. The Committee has unrestricted access to the auditors.
Meetings are held at least three times a year at appropriate intervals in the financial reporting and audit cycle, and as otherwise required.
The Remuneration Committee determines the framework for the remuneration of the Company’s Chairman and executive directors and, as appropriate, other senior management, including pension entitlements, share option schemes and other benefits. Remuneration of non-executive directors is a matter for the Board. No directors or senior managers are involved in any decisions on their own remuneration.
The purpose of the Disclosure Committee is oversight of the implementation of the governance and procedures associated with the assessment, control, and disclosure of inside information in relation to the Company.
The Nomination Committee is responsible for reviewing the structure, size and composition of the Board, making recommendations to the Board with regard to any changes, succession planning for directors and senior management, preparing a description of the role and capabilities required for a particular appointment and nominating candidates to fill Board positions as and when they arise. The Committee also makes recommendations to the Board concerning membership of the Audit, Remuneration and Disclosure Committees, in consultation with the Chairman of each of those committees.
Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Board is committed to providing effective communication with shareholders and attaches great importance to delivering clear and transparent information on the Company’s strategy, activities and financial position.
Results of the AGM, significant developments and regular operational updates are disseminated through stock exchange announcements via RNS and can be found on the Company’s website at http://www.bushveldminerals.com/regulatory-news-rns/ .
The Company’s website has a wealth of corporate information, including a corporate video, project descriptions, investor presentations, financial and technical reports, analyst research, webcasts and certain shareholder information.
The Head of Investor Relations is the primary point of contact for shareholders and plays a key part in encouraging shareholder interaction and listening to feedback.