Corporate Governance Statement
Last updated 20 May 2019
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 and believes 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 updated AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code with effect from 28 September 2018, the Company elected to adopt and comply with the QCA 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 10 principles of the QCA Code are applied by Bushveld, and, where the Company departs from the QCA Code, an explanation of the reasons for doing so is provided. 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 in long-term shareholder value and that this requires an efficient, effective and dynamic management framework, which 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 ownership of high-grade assets, supplying approximately three % of the global vanadium market.
Bushveld Minerals is also involved in the development and promotion of 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. To achieve this, an efficient and effective management framework is required, coupled with clear communication which promotes confidence and trust. Bushveld Minerals’ strategy and compelling investment case are outlined on page 10 of the Annual Report.
There are inevitable challenges in the execution of a Company’s strategy. Bushveld Minerals takes an active approach towards addressing those which have been identified, specifically:
- Production growth: the Company’s strategy is to grow production nameplate capacity to 10,000 mtVp.a. in the medium term. The challenge is how to achieve this growth while creating the most value and highest returns. The Group will prioritise the options that create the most value;
- Cost: part of the Bushveld Minerals strategy is to ensure its assets can generate cash through 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. Vanchem shows the potential for first quartile positioning. Our target is to be the lowest-cost producer throughout the cycle, and we are confident that the productivity initiatives 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 which shares the Company’s long-term vision. 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 management and employees share in the successes of Bushveld Minerals, which management and the Board believe will assist in retaining key skills. In addition to this, the Company recently developed a new operating model for the Group, stemming from which the recruitment drive is premised on. In addition to this, leadership bench strength assessments have been undertaken to inform development plans for company leadership;
- Financial resources: key to achieving the Company’s stated objectives is understanding the capital requirement implications of its strategy and how that capital will be funded. Bushveld Minerals will continue to be as innovative as possible in raising capital, as the successful acquisition of Vametco showed, 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 enjoy meaningful, sustainable upliftment from our commercial activities. To mitigate and prevent community and employee unrest the Company constantly engages with local communities and employees to better understand their expectations and build on its 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 9.50% 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 quarterly 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 retail 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.
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: 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 and certain shareholder information. Any shareholder enquiries can be directed to: email@example.com.
Take into account wider stakeholder and social responsibilities and their implications for long-term success sustainability
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 enjoy meaningful, sustainable upliftment from our commercial activities. Our Sustainability Report can be found on CSR.
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 view of increased activity and further development of the Company, continuing reviews of internal controls are undertaken to ensure that they are adequate and effective.
Internal control procedures consist, inter alia, of regulating expenditure through authorisation limits approved by the Board; any transactions requiring detailed proposals having to be submitted to the Board for approval, along with additional controls relating to key stages within transactions, including transaction adviser approvals, signatures to transaction documentation and payment release.
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 42 of the Annual Report rare 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 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 its 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.
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. In order to achieve this an efficient and effective management framework is required, coupled with clear communication which promotes confidence and trust.
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 two 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 achieved 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 can be accessed on Directors.
The Board holds formal quarterly meetings and meets outside those events as and 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 met five times during the year ended 31 December 2018 with the following attendance:
The Board is supported by Audit, Remuneration, Nomination and Disclosure Committees that include the necessary skills and knowledge to discharge their duties and responsibilities effectively.
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 and their personal qualities and capabilities. Full biographical details of the Directors are included on pages 50 and 51 of the Annual Report, which gives an indication of their breadth of skills and experience. The Board can also 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 Board and 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 directors retire by rotation and offer themselves for re-election, which is voted on by shareholders at the AGM. Mr Geoff Sproule will be stepping down from the Board as Finance Director during the course of 2019 and a search for his replacement has begun in earnest. Suitable candidates have been identified and discussions have begun.
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. Further detail can be found in our Remuneration Report on page 63 of the Annual Report.
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. Succession planning is being considered by 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. 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 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”). 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.
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. These committees consist of non-executive directors and 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 director or senior manager is 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 and Remuneration 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 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 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 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 firstname.lastname@example.org.