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

In the year under review, Bushveld overhauled its strategy to ensure the viability of our business model in the context of sustained adverse market conditions. The Board believes that this amended strategy, which principally focuses on the stability of the core operating assets, Vametco and Vanchem through greater efficiency measures and effective management, will serve to unlock long-term value of these operations and thereby deliver returns to shareholders.

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. Since assuming the role as Chief Executive Officer, Craig Coltman has devoted time, through active engagement, to understand the requirements of shareholders and other key stakeholders as a fundamental step in meeting their needs and expectations.

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 news releases 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’s 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. We, therefore, make every effort to meaningfully engage with our stakeholders on material matters.

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”) are reported on, and a consistent message communicated to stakeholders on key ESG commitments.

The ESG Committee, which was established in 2022, has oversight of implementing Bushveld’s ESG strategy, which includes engaging with wider stakeholders and ensuring our social licence is maintained effectively.

More information and detail on this topic can be found within the Sustainability Report within the Annual 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 adheres to an Enterprise Risk Management (“ERM”) Framework, developed in 2021, the primary purpose of which is to formalise a systematic and collaborated risk management culture, as well as guide and direct the Company’s governance and decision-making. Further details on risk management are provided in the Principal risks section of the Annual Report.

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’s internal controls.

Bushveld Minerals Ethics and Fraud Poster

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

The 2023 Board consisted of the Chair, three Non-Executive Directors and two Executive Directors (the CEO and Finance Director).

In June 2023, having led the Company for over 11 years, Bushveld’s co-founder and CEO, Fortune Mojapelo, stepped down from his role and was replaced by Craig Coltman, former Chief Financial Officer and Executive Director of De Beers Consolidated Mines.

Subsequent to that, in mid-November 2023, it was announced that the Company’s Finance Director, Tanya Chikanza, had tendered her resignation and concurrent with that had been suspended from her contractual appointment pending the outcome of an investigation in respect of alleged misconduct relating to failure to disclose a material conflict of interest. Following the outcome of that investigation, Tanya’s employment and position on the Board ended on 31 January 2024. Thereafter, Bushveld appointed Robbie Taylor as Non-Board Interim Chief Financial Officer.

The roles of the Chairman and CEO are clearly separated. The CEO is responsible for the day-to-day operational management of the business and is supported by the executive management team, while the Chairman is responsible for the leadership and effective working of the Board, and the implementation of sound corporate governance.

With respect to the time commitment required from Non-Executive Directors, it is expected that they will spend circa 30 days per annum on work for the Company. Furthermore, the Board met formally four times during the year ended 31 December2023, with an additional six meetings held to consider matters falling outside the quarterly cycles. Barring Tanya Chikanza, every Director on the Board attended all meetings (Craig and Fortune only within their tenure).

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 are appointed based on the varied skills and experience they contribute, as well as their personal qualities and capabilities.

The Board is able to engage independent advisers to seek external expertise and advice, should the need arise. Additionally, as part of the induction programme conducted by the Company’s nominated adviser, Directors are briefed on regulations that are relevant to their role as directors of an AIM-quoted company.

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 Annual General Meeting (“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 latest Annual Report.

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 improving the performance of the Board and to solicit honest and constructive feedback. The last evaluation process was initiated in February 2024 for 2023, 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, Committee effectiveness, evaluation of the CEO and Chairman, and culture matters. A report is collated with the responses received, on an unattributed basis, which is then presented to the Board for discussion. The overall performance of the Board in 2023 was considered to have improved from 2022 with a great deal achieved in the last 6 months of 2023. As noted in Principle 6, succession planning is driven by the Nomination Committee.

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 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 and 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 policies may be subject to disciplinary proceedings.
   
• Fraud Prevention and 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 counter silence and inaction and assist in preventing corruption within Bushveld and the broader public sector in which the Company 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 2023, along with membership details, are more fully described in the Report of the Audit Committee included in the latest Annual Report.The Audit Committee’s members are Mirco Bardella (as Chair), and Kevin Alcock. The Committee had quarterly meetings.

Remuneration Committee

In 2023, the Remuneration Committee comprised Kevin Alcock as Chair, Michael Kirkwood and Mirco Bardella. 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 within the latest Annual Report. The Committee met five 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 on 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 Craig Coltman. The Committee met twice during the year.

ESG Committee

The ESG Committee oversees 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 are David Noko (as Chair), Mirco Bardella and Craig Coltman. The Committee had quarterly meetings.

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.

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

Bushveld 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.