Corporate Governance Statement
Last updated 30 June 2022
The Board collectively recognises that implementing an effective corporate governance structure is of paramount importance in order to continue delivering on the Company’s strategy, create long-term value for shareholders, and maintain our licence to operate. Bushveld has elected to adopt the Quoted Companies Alliance Corporate Governance Code (QCA Code), which takes key elements of good governance and applies them in a manner that supports the different needs of growing companies.
The Board believes that it is applying the ten principles of the QCA Code effectively across the business but also recognises that monitoring and developing its’ governance structure is a continuing process.
The ten principles of the QCA Code are set out below, supplemented with details of how the Company is applying them and how the principles support the Company’s medium- to long-term success.
Establish a strategy and business model that promotes long-term value for shareholders
Establish a strategy and business model that promotes long-term value for shareholders Bushveld Minerals has a well-established strategy and business model, the objective of which 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 strategy is clear and supported by a compelling investment case, both of which are fully described in various sections within the Business Overview of this report. The overriding objective of the Board is to direct the business to ongoing success in delivering 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.
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, webinars, attendance at conferences focused on the mining and energy storage sectors, and engagement with selective media. These engagements are key as they provide valuable feedback in the Board’s decision-making process and determine how the Company can best meet shareholder expectations. The Board views the Annual General Meeting (AGM) as the main forum for communicating directly with investors. In light of the challenging context of the COVID-19 pandemic over the last two years, the Company appreciates that attending the meeting can be impractical and has therefore provided an audio webcast of the AGM so that shareholders can join the meeting online. This includes a question-and-answer session to address questions submitted by shareholders. Significant developments and regular operational updates are disseminated through stock exchange announcements via the Regulatory News Service (RNS) and can be found on the Company’s website at http://www.bushveldminerals.com/regulatory-news-rns/
Additionally, conference calls are hosted by the Chief Executive Officer and Finance Director post the release of quarterly operational updates and the interim and full year results.
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.
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
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 its multiple stakeholders. These include government, regulatory authorities, funders, partners, employees, contractors, suppliers, customers and, very importantly, the communities residing in the radius of our projects and operations. The Company has developed a sustainability strategy focused on environmental, social and governance (ESG) principles which aims to integrate material ESG considerations into the decision-making process across the value chain. Material ESG key performance Indicators will be reported on and a consistent message communicated to stakeholders on key ESG commitments. This will all be supported by the establishment of an ESG Committee in 2022. More information and detail on this can be found within the Sustainability Report.
More information and detail on this can be found within our Sustainability Report 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 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. In November 2021, an Enterprise Risk Management Framework, incorporating risk appetite and tolerance levels, was approved by the Audit Committee and the implementation thereof commenced in early 2022. Notwithstanding the ongoing implementation of the formal risk management framework, the Company identifies, evaluates and manages risk throughout its operations and has completed detailed risk assessments, together with risk mitigation strategies.
These detailed risk assessments are consolidated and have resulted in the identification of principal risks that could impact the Company’s ability to deliver on its long-term strategic objectives. The principal risks are detailed on pages 48-51 of the Annual Report. Over and above the work being performed by the Internal Audit and Risk function, 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, provides an additional process to identify, evaluate and manage significant risks relevant to its operations.
Additionally, the reports received from the Company’s external, independent auditor, via the Audit Committee, on the state of Bushveld’s internal controls is, of course, another valuable tool.
Maintain a dynamic management framework
Maintaining the Board as a well-functioning, balanced team led by the Chair
In 2021, the Board comprised of six members: a Non-Executive Chairman, three additional Non-Executive Directors and two Executive Directors (the CEO and the Finance Director). The Board was of the view that the Chairman and two of the three Non-Executive Directors were deemed to be independent and that the board structure was suitable for the Company’s size and activities.
During the course of the year under review, the Nomination Committee undertook a comprehensive succession planning exercise, taking into consideration length of tenure and the future requirements and developments of the Company and its operations. As a result, and in accordance with governance best practice surrounding board composition and director rotation, in March 2022 the Company announced the appointment of three new independent Non-Executive Directors.
Concurrent with this it was announced that Jeremy Friedlander would retire with immediate effect and that Ian Watson, Non-Executive Chairman, and Non-Executive Director Anthony Viljoen would be retiring from the Board at different intervals over the following few months to ensure both continuity and compliance with the Company’s Articles of Incorporation. Accordingly, in May 2022, a fourth new independent Non-Executive Director was appointed, and Anthony Viljoen retired. Ian Watson will retire at the AGM. Ian, Jeremy and Anthony have all been on the Board of Directors since the Company’s IPO in 2012.
Biographies of each of the directors can be found on page 68 of the Annual Report.
The Board holds 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 approximately 30 days per annum on work for the Company. The Board met formally four times during the year ended 31 December 2021, with an additional six meetings held to consider matters falling outside of the quarterly cycles. Attendance was as follows:
|Tanya Chikanza (appointed 1 October 2019)||10/10|
The Board is currently supported by the Audit, Remuneration, Nomination and Disclosure Committees, which operate within specific terms of reference and are described in more detail in Principle 9 below. The ESG Committee being established will add additional support to the Board.
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 varied skills and experience that they offer, as well as their personal qualities and capabilities. Full biographical details of the Directors are included on page 68, 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, which is evidenced by the recent changes mentioned in Principle 5. This is an ongoing process and the Nomination Committee continues to review 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.
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 the ability of the members to work together to achieve the Company’s objectives, as well as those of its committees and individual Directors.
Responsibility for assessing and monitoring the performance of the Executive Directors lies with the independent Non-Executive Directors, using agreed KPIs. Further detail can be found in the Remuneration Report on pages 78-93 of the 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 improvement. The last board and committee evaluation process was completed in December 2021, 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.
The evaluation process resulted in the identification of several focus areas for 2022, including Board succession planning, development of a talent management framework for Management, continued focus on and development of the longer term strategy, establishment of an ESG Committee, and enhancement of stakeholder relationships.
Significant progress has already been made with respect to Board succession planning, which is evidenced by the board and committee composition changes that have been announced in 2022. The Company will report on progress made on the other focus areas next year.
Promote a corporate culture that is based on ethical values and behaviours
Bushveld is committed to the highest standards of transparency, accountability and conducts its business in an honest and ethical manner, in accordance with sound governance principles. In building a strong and sustainable governance framework, the Company’s aspiration is to ensure that ethical values and behaviours are fully embedded throughout the Company, supporting the ethical culture of Bushveld. The Board and senior management is conscious that the tone 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.
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.
Bushveld has the following policies in place: Conflicts of Interest, 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.
The purpose of this policy is to provide clear guidelines and acceptable practices to all employees to avoid potential and perceived conflicts and interest. The policy further sets out firm rules and regulations regarding the receipt of gifts, entertainment and business courtesies. Bribery and corruption in any shape or form is strongly discouraged and employees found in contravention of these polices may be subject to disciplinary proceedings.
Fraud Prevention and Fraud Investigation Policies
The purpose of these policies is to detail the Company’s expectations with respect to managing fraud risk, to develop awareness of that risk in the organisation, to provide guidance to those who find themselves having to deal with fraud, and for establishing procedures and assigning responsibility for the investigation of fraud and related offences. At the time of writing, these policies are in the process of finalisation.
This policy will help break the cycle of silence and inaction and assist in preventing corruption within Bushveld and the broader public sector in which it operates. The policy aims to encourage employees and stakeholders to feel confident in raising breaches and concerns and to 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 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 under 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 could 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.
To that end, the Board 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.
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. In addition to this, its duties include reviewing and reporting on the Company’s internal financial controls, riskmanagement initiatives and governance structures.
Furthermore, the Committee is responsible for recommending the appointment of the auditors and reviewing and monitoring their independence and objectivity.
In 2021, the Audit Committee, comprised of Michael Kirkwood as Chair, Jeremy Friedlander and Anthony Viljoen. On 17 March 2022, Mirco Bardella was appointed to the Board and simultaneously appointed the new Chair of the Committee. Mirco brings a wealth of experience as a former Ernst & Young (EY) Assurance Partner who led audits in the natural resources sector and advised organisations on a range of assurance and governance services. Kevin Alcock, a chartered accountant by qualification, has also been appointed to the Committee.
The Internal Audit and Risk function assists the Audit Committee in executing its responsibilities.
Meetings are held at least three times a year at appropriate intervals in the financial reporting and audit cycle, and as otherwise required.
The role of the Audit Committee and the duties it fulfilled during 2021 are more fully described in the Report of the Audit Committee on pages 76-77 of the Annual Report.
The Remuneration Committee, comprising in 2021 of Michael Kirkwood as Chair, Ian Watson and Jeremy Friedlander, 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 on pages 78-93 of the Annual Report.
With Jeremy Friedlander’s retirement in March 2022, and Ian Watson’s upcoming retirement at the AGM, Kevin Alcock, Mirco Bardella and Jacqueline Musiitwa have been appointed to the Remuneration Committee simultaneously with their board appointments. Kevin took on the role of as Chair following the Quarter 2 Board cycle.
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 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 Committee has a rotating Chair between its independent members.
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 Ian Watson, Michael Kirkwood and Fortune Mojapelo, with Ian Watson as chair. Post the AGM, Michael will assume the responsibility of Chair and David Noko will be appointed as a member of the Committee.
The ESG Committee is in the process of being established and will be focused on developing and implementing Bushveld’s ESG strategy and management system, as described in the Sustainability Report on pages 53-65 of the Annual Report.
The ESG committee will comprise of Jacqueline Musiitwa, David Noko, Fortune Mojapelo and Tanya Chikanza, with Jacqueline chairing the Committee.
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 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 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-newsrns/ .
Furthermore, 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. As has been described under Principle 2, the Bushveld Minerals Investor Relations team is dedicated to communicating the Bushveld Minerals’ value proposition to shareholders, 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, webinars, attendance at conferences and engagement with selected media.
The Head of Investor Relations is the primary point of contact for shareholders and plays a key part in encouraging shareholder interaction and provides an effective mechanism for feedback.
Any shareholder enquiries can be directed to firstname.lastname@example.org
When it comes to communicating with other relevant stakeholders, Bushveld Minerals has developed a Stakeholder Engagement Strategy which forms the blueprint for building relationships with stakeholders, including host communities and local landowners. The stakeholder engagement strategy was developed to enable the Company to develop a collaborative relationship with key stakeholders in support of its strategic objectives.
The Stakeholder Engagement Strategy builds on Bushveld’s strategic intention to identify key stakeholders and their interests and requirements, to develop appropriate engagement models. This has resulted in meaningful, transparent, and honest engagements with stakeholders.
More information and detail on this can be found within our Sustainability Report on pages 53-65 of the Annual Report.