Governance

The Board collectively recognises that implementing an effective corporate governance structure is of paramount importance to continue delivering the group's strategy, creating long-term value, and maintaining our licence to operate.

In 2018, the group elected to adopt and comply with the Quoted Companies Alliance Corporate Governance Code (QCA Code) to support a flexible and pragmatic approach to corporate governance regulations as being more appropriate for Bushveld Minerals.

The principles of the QCA Code are set out here – supplemented with details of how the group is applying them, and how the principles support the Bushveld Minerals' medium- to long-term success.


The ten principles are focused on the following three key points:

  • Deliver Growth (Principles 1-4)
  • Maintain a Dynamic Management Framework (Principles 5-9)
  • Build Trust (Principle 10)


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


Corporate Governance Statement: Updated 23 June 2023

DELIVER GROWTH

Establish a strategy and business model promoting long-term value for shareholders:

Bushveld Minerals has a well-established strategy and business model.

Its objective is to unlock the value of assets in its diversified vanadium product portfolio and deliver returns to shareholders through effective management and efficient operations.

The operating model defines the structures in which Bushveld Minerals operates and the capabilities it requires to achieve its goals.

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 communicates the value proposition to both institutional and private investors, as well as the broader market, using different forms of engagement. These engagements provide valuable feedback for the Board’s decision-making process and determine how the company can best meet shareholder expectations.

The Company disseminates news on significant developments and regular operational updates in stock exchange announcements via the Regulatory News Service (RNS). These are also available on this website here. The website contains a wealth of information for existing and potential shareholders.

Conference calls are hosted by the Chief Executive Officer and Finance Director after the release of quarterly operational updates and the interim and full year results. Any shareholder enquiries can be directed to connect@bushveldminerals.com.

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

Bushveld Minerals' strategic intent of value beyond compliance is anchored on the principle of creating shared, long-lasting value for all its stakeholders. It is recognised that the successful execution of its business strategy requires the Company to build and maintain meaningful, well-functioning relationships with multiple stakeholders, including, and very importantly, the communities around our projects and operations.

The Company’s sustainability strategy is focused on environmental, social and governance (ESG) principles that aim to integrate material ESG considerations into the decision-making process across the value chain. Material ESG key performance indicators (KPIs) will be reported on, and a consistent message communicated to stakeholders on key ESG commitments.

To support our ESG strategy, we established an ESG committee in 2022 to ensure sufficient oversight of Bushveld Minerals’ ESG strategy, ESG risks that can affect the company’s strategy and performance, and the company’s ESG disclosures.

More information and detail on this topic can be found within the Sustainability Report and in the sustainability section of this website.

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

The Board has primary responsibility for establishing and maintaining the Company’s governance structures, internal controls and risk management systems, which are designed to meet the particular needs of the Company and address the risks to which it is exposed. The oversight responsibility for reviewing the adequacy and effectiveness of these has been delegated to the Audit Committee.

The Company developed an Enterprise Risk Management (ERM) Framework in 2021, the primary purpose of which was to establish and formalise a systematic and collaborated risk management culture, as well as guide and direct the Company’s governance and decision-making.

Other important tools to identify, evaluate and manage significant risks are frequent board meetings, which consider detailed reports on the operations of the company, as well as reports received from the internal auditor and the company’s external, independent auditor, via the Audit Committee, on the state of Bushveld Minerals’ internal controls.

Bushveld Minerals Ethics and Fraud Poster



MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

Maintaining the board as a well-functioning, balanced team led by the chair:

In 2022, a number, a number of changes were made to the board at different intervals to ensure a level of continuity. Ian Watson, who had served as chairman for 10 years, retired at the AGM, and Michael Kirkwood assumed the role. Two long-standing non-executive directors, Anthony Viljoen and Jeremy Friedlander, both of whom had served the board for 10 years, also retired. Four new independent non-executive directors with relevant qualifications and experience were appointed: Kevin Alcock, Mirco Bardella, David Noko, and Jacqueline Musiitwa. Jacqueline subsequently stepped down at year-end after accepting a role with the United States Agency for International Development (USAID).

As announced in June 2023, further to the above changes, Fortune Mojapelo stepped down from his role as chief executive officer as of 1 July 2023, after having led the company for over 11 years. Craig Coltman, who is deemed to be well qualified for the role, was identified as Fortune’s replacement. 

The board of Bushveld Minerals announced that Ms. Tanya Chikanza, finance director has on 16 November 2023 tendered her resignation in accordance with the provisions of her employment contract, which requires that she provide the company with 6 months' notice.

Consequently, the board currently comprises of an independent chairman, three independent non-executive directors and two executive directors.

The board met formally four times during the year ended 31 December 2022, with an additional five meetings held to consider matters falling outside the quarterly cycles. Every director on the board attended all meetings.

The board is supported by the audit, remuneration, ESG, nomination and disclosure committees, which operate within specific terms of reference, as described in more detail in Principle 9 below.

Ensure that the directors pool the necessary up-to-date experience, skills, and capabilities:

The directors of Bushveld Minerals are appointed based on the varied skills and experience they contribute, as well as their personal qualities and capabilities. The board can also engage independent advisers, should the need arise.

The board is determined to maintain the right balance of directors and the nomination committee continually reviews the composition of the board to ensure that it has the necessary breadth and depth of skills to support the company’s strategy. Every year, at least one-third of directors retire by rotation and, if they offer themselves for re-election, this is put to a vote of the shareholders at the AGM.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement:

The Board recognises the importance of reviewing the effectiveness of its performance and how the directors and committees work together to achieve the company’s objectives.

Responsibility for assessing and monitoring the performance of the executive directors lies with the independent non-executive directors, using agreed KPIs. Further details can be found in the Remuneration Report, within the December 2022 Annual Report & Financial Statements.

The Board as a whole evaluates its own performance internally, as well as the performance of the committees and uses the evaluation process to identify opportunities for improvement. The last board and committee evaluation process was initiated in December 2022, led by the chairman and facilitated by the company secretary. This involves the completion of a confidential questionnaire by each director covering a number of areas, including board structure, strategy, risk management, processes, board dynamics, evaluation of the CEO and Chairman, and culture matters. Committee-specific questionnaires that address the functioning of the committees are also completed. A report is collated with the responses received, on an unattributed basis, which is then presented to the board for discussion.

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

Bushveld Minerals is committed to the highest standards of transparency and accountability.

It conducts its business in an honest and ethical manner, following sound governance principles, and is determined to ensure that ethical values and behaviours are fully embedded throughout the company.

Bushveld Minerals 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 the company’s strategy.


Bushveld Minerals has the following policies:

  • Conflicts of Interest, Anti-Corruption & Bribery Policy
    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. The purpose of this policy is to provide clear guidelines and acceptable practices to all employees to avoid potential and perceived conflicts of interest. Bribery and corruption in any shape or form is strongly discouraged and employees found to be contravening these polices may be subject to disciplinary proceedings.
     
  • Fraud Prevention & Fraud Investigation Policies
    The purpose of these policies is to detail the company’s expectations on managing fraud risk and to develop awareness of that risk in the organisation. They provide guidance to those who find themselves having to deal with fraud and establish procedures and assign responsibility for the investigation of fraud and related offences.

  • Whistle-Blowing Policy
    This policy is intended to help to counter silence and inaction and assist in preventing corruption within Bushveld Minerals and the broader public sector in which it operates. We want to encourage employees and stakeholders to feel confident about raising breaches and concerns and ensure that whistle-blowers will be protected from possible reprisals or victimisation if and when disclosures are made in good faith.

  • Share Dealing Policy
    The Company’s policy for dealing in its shares incorporates all obligations under both Rule 21 of the AIM Rules for Companies and Article 19 of the Market Abuse Regulations. The policy explains when 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 doing so. The company has a memorandum on inside information which provides additional information on applicable laws and possible sanctions, market-abuse provisions and communication requirements.

  • Social Media Policy
    While the Company recognises the benefits of social media engagement in reaching its 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 could affect its reputation.

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. It is supported by committees that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. These committees are primarily made up of non-executive directors. Descriptions of the various committees are provided below.


Audit Committee

The Audit Committee is responsible 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. Its duties include reviewing and reporting on the company’s internal financial controls, risk management initiatives, and governance structures.

The Committee is responsible for recommending the appointment of the auditors and reviewing and monitoring their independence and objectivity. It holds meetings at least three times a year at appropriate intervals in the financial reporting and audit cycle, and as otherwise required.

The internal audit and risk function assists the audit committee in executing its responsibilities. The role of the Audit Committee and the duties it fulfilled during 2022, along with membership details, are more fully described within the December 2022 Annual Report & Financial Statements.

Remuneration Committee

In 2022, the Remuneration Committee comprised Kevin Alcock (who assumed the chairmanship after the Q3 board cycle), Michael Kirkwood, Mirco Bardella and Jacqueline Musiitwa (who stepped down in December). The 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. A comprehensive remuneration report can be found in the Annual Report. The committee met four times during the year.

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, Remuneration and Disclosure Committees, in consultation with the chair of each of those committees. The nomination Committee comprises Michael Kirkwood (as chair), David Noko and Fortune Mojapelo.

The Committee met three times during the year.

ESG Committee

The ESG Committee was established in the second half of 2022 to ensure sufficient oversight of Bushveld’s ESG strategy and management system, ESG risks that can affect the Company’s strategy and performance, and the Company’s ESG disclosures.

The ESG Committee’s members in 2022 were Jacqueline Musiitwa (as Chair), David Noko, Mirco Bardella, Fortune Mojapelo, and Tanya Chikanza. Subsequent to Jacqueline’s resignation from the Board in

December 2022, David assumed the chairmanship. The Committee met twice during the year.

Disclosure Committee

The purpose of the Disclosure Committee is to oversee the implementation of the governance and procedures associated with the assessment, control, and disclosure of inside information in relation to the Company. The Committee meets on an ad hoc basis, as required, and consists of the chairs of each of the other committees and the executive directors. The Chairmanship of the Committee rotates between its Independent Members.



BUILD TRUST

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders:

Bushveld Minerals is committed to providing effective communication with shareholders. We attach great importance to delivering clear and transparent information on the company's strategy, activities and financial position. Our strategies and activities for communicating with shareholders, both existing and potential, are described under Principle 2.

For other relevant stakeholders and social partners, Bushveld Minerals has developed a stakeholder engagement strategy. This provides a blueprint for building collaborative relationships and forging meaningful social compacts with host communities and various local, regional and national stakeholders in support of our strategic objectives.

More information and detail on this issue can be found in our Sustainability Report.