Corporate Governance Statement

Last updated 28 September 2018

In accordance with the AIM Rules for Companies, Bushveld Minerals Limited (“Bushveld Minerals” or the “Company”) is required to maintain on its website details of a recognised corporate governance code, how the Company complies with its chosen code and an explanation of any deviations. Such information will be reviewed at least every 12 months.

Bushveld Minerals has adopted The Quoted Companies Alliance Corporate Governance Code 2018 (the “QCA Code” or the “Code”) and applies the ten principles of the Code as set out in this statement.

This corporate governance statement has been prepared by Kate Bredin, the Head of Compliance at Bushveld Minerals, and has been approved by the Company’s board of directors (the “Board”) in accordance with the recommendations of the QCA Code.

This statement explains how the 10 principles of the Code are applied by the Company, and where the Company departs from the Code, an explanation of the reasons for doing so is provided.

The Company’s Board takes its adherence to effective corporate governance very seriously. In accordance with legal requirements, further information in relation to the Company’s corporate governance procedures are available within the Company’s latest Annual Report (available at: http://www.bushveldminerals.com)

Principles and Approach

Principle 1:

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 ownership of high-grade assets, supplying approximately three per cent of the global vanadium market. The Company is one of only three producing primary vanadium operations in the world. Bushveld Minerals is also involved in the development and promotion of Vanadium Redox Flow Batteries (“VRFBs”) in the growing global energy storage market through Bushveld Energy, the Company’s energy storage solutions provider.

Bushveld Minerals’ vision is to grow into one of the world’s most significant, lowest cost and most vertically integrated companies comprising low cost primary vanadium production, electrolyte manufacturing as well as development and deployment of VRFBs in the energy markets.

The overriding objective of the Board is to direct the business to ongoing success and deliver long-term shareholder value. In order to achieve this an efficient and effective management framework is required, coupled with clear communication which promotes confidence and trust.

Bushveld Minerals’ approach to project development rests on four principles, all of which are critical to the Company’s success.

  1. Identifying commodities with a positive market outlook;
  2. Developing assets with low cost curve positioning;
  3. Developing a viable low capital expenditure, realisable path to production and, thus cash flow generation; and
  4. Project scalability.

This philosophy is core to the Company’s strategy in developing projects and creating attractive returns for our shareholders.

Bushveld Minerals has a compelling investment case:

  • Attractive commodity market fundamentals – vanadium is by far the best performing commodity price since 2016, driven by robust and growing demand in the context of a concentrated and constrained supply with limited new production in the horizon;
  • Quality vanadium assets – the Company’s asset portfolio comprises large, high grade open cast deposits, combined with low cost, scalable processing capacity to give it a low-cost production profile and first quartile cost curve positioning;
  • Management team – the management in place in the Company’s subsidiaries are highly experienced operators in the commodities they are focused on, for example, Bushveld Vametco’s team combines more than 100 years’ of experience in vanadium mining and processing;
  • Governance – committed to high standards of corporate governance and social responsibility, continuously reviewing its governance policies and is committed to improving its practices over time;
  • Brownfield infrastructure – the Company’s deposits exist in close proximity to brownfield processing and logistics infrastructure creating scope for low capex and quick scale-up of production capacity;
  • Vertical integration – Bushveld Minerals’ deep vertical integration, anchored in a high quality, low cost production base allows the Company to play a key enabling role in the multi-billion dollar energy storage industry. This strategy is key to not only strengthening the vanadium demand profile, it also unlocks significant economic opportunities for the Company along the vanadium value chain; and
  • Shareholder return – Bushveld Minerals is committed to delivering attractive returns to its shareholders with the Company looking to define a capital allocation framework which will outline the Company’s approach towards shareholder returns, including a dividend policy designed to encourage capital efficiency, to support the Company’s growth initiatives while simultaneously rewarding investors.

There are of course challenges in the execution of a company’s strategy and Bushveld Minerals takes an active approach in addressing those which have been identified, specifically:

  • Production growth – the Company’s strategy is to grow production capacity to 5,000 mtV in the near term and 10,000 mtV in the medium term, with the challenge being, how do we achieve this growth while creating the most value and return. Both organic growth and brownfield opportunities are being explored and we will prioritise the options that create the most value;
  • Cost – part of the Bushveld Minerals strategy is for the assets to be in a position of generating cash in every phase of the commodity cycle. The Company’s flagship asset, Vametco, is one of the lowest cost primary producers and is positioned in the first quartile of the cost curve, while the Mokopane Vanadium Project shows the potential for first or second quartile positioning. Our target is to be the lowest cost producer throughout the cycle and we are confident that the productivity initiates that we are targeting will help us achieve further cost efficiencies;
  • Human capital – Bushveld Minerals has over the years attracted a highly experienced team with multi-disciplinary skills who all share the Company’s long-term vision and we are aware of the potential impact of losing a key member of the team. The Company’s remuneration structure has recently been modified to ensure that the management and employees will share in the successes of Bushveld Minerals, which management and the Board believe will assist in the Company’s ability to retain key skills. In addition to this, the Company is also conducting a detailed human resources analysis to ensure that there are sufficient resources with the required skills to grow the Company;
  • Financial resources – understanding the capital requirements implications of the strategy that has been adopted and how you plan to fund it is a key component of achieving a company’s stated objectives. Bushveld Minerals will continue to be as innovative as possible in raising capital, as typified by the successful acquisition of Vametco, with equity, debt, own cash flows and strategic partnerships all being considered; and
  • Stakeholders and the communities – Bushveld Minerals is committed to building its business and strategy in a way that ensures stakeholders and the communities in which it operates benefit from and are involved in the Company’s operations. Our interest is to ensure that the local communities see meaningful, sustainable upliftment from our commercial activities. In order to mitigate and prevent community unrest the Company is in constant engagement with the local communities to bolster better understanding of their expectations and to continue to build on an existing positive relationship.

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 a 10.04 per cent shareholding in AIM-listed AfriTin Mining Limited.

Principle 2:

Seek to understand and meet shareholder needs and expectations

The Board is committed to providing effective communication with its shareholders and attaches great importance to delivering clear and transparent information on the Company’s activities and strategy.

The Bushveld Minerals Investor Relations team, headed by Chika Edeh, is dedicated to communicating the Bushveld Minerals story 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 quarterly investor roadshows, attendance at conferences focused on the mining and energy storage sectors and selective media.

The Board views the Annual General Meeting (AGM”) as the main forum for communicating directly with retail investors. Notice of the AGM is sent to shareholders at least 21 days prior to the meeting and is attended by the directors, either in person or via teleconference, who are available to answers 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 should they not be in a position to attend in person. The results of the voting are released as soon as practicable after the AGM has closed. At the AGM held in August 2018, all resolutions were duly passed with overwhelming levels of support.

Significant developments and quarterly operational updates for each of Bushveld’s operating divisions are disseminated through stock exchange announcements via RNS and can be found on the Company’s website at Regulatory News | RNSThe 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 and certain shareholder information.

Any shareholder enquiries can be directed to info@bushveldminerals.com.

Principle 3:

Take into account wider stakeholder and social responsibilities and their implications for long-term success

Bushveld Minerals believes in building and maintaining meaningful partnerships with its multiple stakeholders including the communities in which our operations are based. Our interest is to ensure that the local communities see meaningful, sustainable upliftment from our commercial activities.

The Company is committed to the principles of Corporate Social Responsibilities (“CSR”), empowerment, transparency and sustainable practices and has commenced development of a comprehensive CSR and Environmental Social Governance Programme and Report to ensure that all key stakeholders contribute to the sustainability plans that the Company plans to adopt.

Our CSR Objectives are to:

  1. Create value in the communities in which we operate;
  2. Maintain safe operations; and
  3. Minimise social and environmental impact and build mutually beneficial partnerships with the local communities.

Bushveld Minerals considers stakeholder engagement to be of paramount importance and it is the Company’s belief that open lines of communication promote cooperative relationships. The Company is working hard to proactively communicate with the various stakeholders, specifically the communities and employees, to ensure that they are all aware of our commitment to their wellbeing and economic upliftment.

Additional information on the work that Bushveld Minerals is currently undertaking with the local communities can be found at CSR.

Principle 4:

Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board has primary responsibly 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 of 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 light of increased activity and further development of the Company, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective.

Internal control procedures consist, inter alia, of expenditure being regulated by authorisation limits approved by the Board, any transactions requiring detailed proposals to be submitted to the Board for approval, along with additional controls relating to key stages within transactions including transaction advisor approvals, signature of transaction documentation and payment release.

In order to manage the risks that are inherent in the exploration and development of the Company’s natural resource projects, we have conducted a detailed analysis, together with mitigation measures. The risks and uncertainties that are described on page 38 of the Annual Report are the material risk factors which could impact the Company’s ability to deliver on our long-term strategic objectives. As such, we have put significant efforts into analysing these risks and put in place initiatives to manage them.

The Board consider 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 its operations on a continuous basis. This is coupled with the regular 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.

Principle 5:

Maintaining the Board as a well-functioning, balanced 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. In order to achieve this an efficient and effective management framework is required, coupled with clear communication which promotes confidence and trust. The Board recognises the importance of sound corporate governance commensurate with the size and nature of the Company and the interests of its shareholders and, in 2018, formally adopted The QCA Corporate Governance Code (“QCAC”) Code after noting that it had, effectively, implemented its content in its previous arrangements.

The Board currently consists of a Non-Executive Chairman, two executive directors (the Chief Executive Officer and the Finance Director) and three Non-Executive Directors. The Chairman and all of the non-executive directors are deemed to be independent, with one of the non-executive directors, Mr Michael Kirkwood, having been appointed as Senior Independent Director. The Board is satisfied that it has 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 on which each of the director is a member can be accessed at Directors.

The Board has formal quarterly meetings and may meet outside of these meetings as or when required. 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. This includes attendance at Board meetings, the AGM, meetings with shareholders, meetings forming part of the Board evaluation process and site visits.

The Board is supported by Audit, Remuneration and Nomination Committees that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Principle 6:

Ensure that between them the Directors have 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 and their personal qualities and capabilities. Full biographical details of the Directors are included on the website at Directors, which give an indication of their breadth of skills and experience.

The Board regularly reviews 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. Each Director takes responsibility for maintaining his skill set, which includes roles and experience with other boards and organisations.

The Board is also able to engage independent advisors should the need arise.

Principle 7:

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 key performance indicators. Agreed personal objectives and targets, including financial and non-financial metrics, are set each year and performance measured against those metrics.

The Chairman and the committees will be evaluated by the non-executive directors, with due consideration given to the views of the executive directors.

The Board as a whole evaluates its own performance and will, via the newly formed Nomination Committee, consider the need for the periodic refreshing of its membership. In addition to this, all directors retire by rotation and offer themselves for re-election which is voted on by shareholders at the AGM. Succession planning is to be considered by the Nomination Committee.

The Board is determined to ensure that it continues to have the right balance of directors and following on from the Company’s most recent Board review, a senior independent non-executive director was appointed in April 2018. We expect the board evaluation process to evolve over time.

Principle 8:

Promote a corporate culture that is based on ethical values and behaviours

In building a strong governance framework we have looked to ensure that ethical values and behaviours are embedded within the culture of Bushveld Minerals.

All directors and employees are bound by a confidentiality agreement that forms part of their service agreement or employment contract, as the case may be. In addition to this, 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 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 (“MAR”) implemented in July 2016.

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.

The Company has compiled the applicable registers of insiders, directors, PDMRs, PCAs and applicable employees as required by MAR.

Social Media Policy

This policy is in place to minimise the risks to the Company through use of social media and applies for business purposes as well as personal use that may affect the Company’s business in any way.

Principle 9:

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, determining the terms of reference of the Board and establishing the overall control framework;
  • Management structure and appointments;
  • 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. Descriptions of the various committees is provided hereunder.

Audit Committee

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 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.

Remuneration Committee

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 director or senior manager is involved in any decisions as to their own remuneration

Nomination Committee

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 and Remuneration Committees, in consultation with the Chairman of each of those committees.

Disclosure Committee

The Disclosure Committee is responsible for overseeing the implementation of the governance and procedures associated with the assessment, control and disclosure of inside information in relation to the Company.

Principle 10:

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 the shareholders and attaches great importance to delivering clear and transparent information on the Company’s strategy, activities and results.

Results of the AGM, significant developments and quarterly operational updates are disseminated through stock exchange announcements via RNS and can be found on the Company’s website at Regulatory News | RNS.

The Bushveld Minerals annual reports can be located at Financial Reports. The December 2017 annual report includes a remuneration report and the Company intends including an audit committee report in its next annual report.

The company website has a wealth of corporate information, including a corporate video, project descriptions, investor presentations, financial and technical reports, analyst research 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.

Any shareholder enquiries can be directed to info@bushveldminerals.com.

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