QUOTED COMPANIES ALLIANCE CORPORATE GOVERNANCE CODE 2018

 

Background
Pursuant to a change in the AIM Rules, AIM-quoted companies are required to follow a recognised Corporate Governance Code, and where previously voluntarily done, an AIM Company is now required to adopt an appropriate code setting out its corporate governance code of practice.

 

Jubilee Metals Group has adopted the Quoted Companies Alliance Corporate Governance Code (2018) (the ‘QCA Code’) and is of the opinion that this code is appropriate given its listing on AIM and being used by most AIM-quoted companies.

 

The QCA Code is more appropriate for most AIM companies and employs the “comply or explain” approach.  Comply with the QCA Code or explain why the Company does not and what plans (if any) the Company has to correct the non-compliance.

 

The Board recognises the importance of sound corporate governance, which they believe is the most appropriate recognised governance code for a company with shares admitted to trading on AIM.

 

Chairman’s Corporate Governance Statement:

As Chairman of the Company, I have a keen interest in ensuring that an effective and focused Board leads the business and builds upon its successes to date. Strong corporate governance helps underpin the foundations of a solid and successful business. The Board is committed to ensuring good corporate governance, from executive level and throughout the operations of the business. Following the revisions to the AIM Rules for Companies in March 2018, pursuant to which, all AIM companies are required to comply with a recognised corporate governance code, the decision has been made by the Company that it will adopt the Quoted Companies Alliance Corporate Governance Code 2018. The Directors believe that the QCA Code is the most appropriate recognised governance code for the Company.

 

As Chairman, it is my duty to ensure that good standards of governance are delivered and fed down throughout the organisation. The Board, as a whole, looks to instil a culture across the Company, delivering strong values and behaviours.

 

The last two years have seen a transformation within the Jubilee Group. It was a time of strategising and growing the Company. The Board and executive team have worked tirelessly to bring the Company’s projects to account.

 

Jubilee is continuously updating its project execution plan for the various pipe-line surface processing projects.  These pipe-line projects offer significant growth potential and we continue to actively pursue further opportunities.

 

Jubilee’s project pipe-line currently includes:

 

  1. Platinum project to recovery PGMs from the estimated 1 450 000 tonnes surface stock at PlatCro Minerals in South Africa (increasing at an estimated 12 000 tonnes per month)
  2. Platinum project to recover PGMs from the estimated 800 000 tonnes at surface at DCM in South Africa
  3. Kabwe project to recover lead, zinc and vanadium from the estimated 6 400 000 tonnes  (3 200 000 tonnes JORC compliant) surface tailings at the Kabwe operations in Zambia

 

The Board and management’s primary focus is to deliver a strategy to ensure that the Company’s projects are fully funded to strengthen the business financially and secure the ability to move the Company forward.

 

This is achieved by a number of successful fund raisings the last of which was announced 19 January 2018, as well as new appointments to the Board and executive management.  The Company has in place a larger and stronger management team who are all focused on driving the business forward and delivering growth for shareholders. The Company’s position has been strengthened further by a US$50m project funding facility enhances the Company’s ability to deliver on its operational commitments and to pursue new business opportunities.

 

Throughout this period the importance of good governance and working for the benefit of all stakeholders has been at the forefront of the Board and executive management.

 

As the Company enters the next phase of development I, as Chairman, will work with the Board and management to build upon the existing values that are in place and ensure that good corporate governance continues to be present within the organisation and delivered throughout the business, ensuring that we grow with foundations of integrity and strong principles for the benefit of all stakeholders.

 

Colin Bird

Chairman

 

The QCA Code requires us to apply the ten principles and publish certain disclosures in our annual report and also on our website. Our website disclosures are as follows:

 

THE QCA CODE – 10 principles

INTRODUCTION

Taking into account the size, the industry that the Company operates in, the nature of the Group’s operations and the stage of development of the Company, the Board underwrites best practice in corporate governance as appropriate.  As a public company listed on AIM the Board acknowledges that it is responsible and accountable to all stakeholders, shareholders, suppliers, staff, clients, customers and contractors.

 

The Board adopted the principles of the 2018 Quoted Companies Alliance Corporate Governance Code – (“the QCA Code”) to support the Company’s governance framework.  The Directors acknowledge the importance of the ten principles set out in the QCA Code and below a table illustrates the Company’s compliance or explanation where not fully compliant.

 

Principle

Level of Compliance

Explanation if not compliant (if applicable)

 

DELIVER GROWTH

 

 

1

Establish a strategy and business model which promote long-term value for shareholders

 

The Company’s strategy and business model is clearly promoted in its annual reports and quarterly updates where detailed information is published on its strategy, its progress towards achieving its short and long term strategies and this information is reviewed and updated regularly and communicated to shareholders.

NA

2

Seek to understand and meet shareholder needs and expectations

The CEO and/or Chairman, where appropriate, respond to shareholder queries directly (whilst remaining cognisant of the Market Abuse Regulations’ restrictions on inside information and within the requirements of the AIM Rules for Companies).  Non-deal roadshows are arranged throughout the year to meet with existing shareholders and potential new stakeholders to maintain, as much as possible, transparency and dialogue with the Market. Investor presentations and interviews can be found on the Company’s website.

Shareholders with queries can email info@jubileemetalsgroup.com

NA

3

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

Our business model and strategy is clear and is set out in our Annual Report. The vision of the business is to be a diversified metals recovery company with a focus on reprocessing of historical surface mine waste and materials.

The Company’s Chairman and Chief Executive Officer have regular road shows and investor shows to reach out to the wider stakeholder group to ensure a presence in the market about the Company’s growth strategies, its projects and its responsibilities in this regard.

The Company’s Executive Committee currently plays an important role in the day-to-day management of the Company. The committee consists of selected members of senior executive management in the Group as well as the CEO and one non-executive director.

The Board works closely with the executive team with clear and open communication both within and outside of the Board room. The Company has an open-door policy from the executive team down where employees’ opinions and suggestions are valued and listened to.

The objectives of Jubilee’s metals recovery strategy are three-fold:

·         Secure low risk, low capital intensive, long-term commodity production at an attractive point on the global cost curve from mine waste by using advanced environmentally sustainable metal recovery techniques. This ensures a much lower cost entry point to produce metals compared to traditional mining;

·         Diversify across multiple commodities and in different countries including platinum, chrome, cobalt, copper, zinc, lead, vanadium and gold to hedge income risk and to align with global trends; and

·         Rehabilitate the adverse footprint left by legacy mining in accordance with acceptable International Environmental Standards.

 

NA

4

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

As part of risk management, regular meetings of project executives and executives of the Company are held to discuss and update new business opportunities which includes a risk assessment of the new opportunities and how this can be mitigated or eliminated prior to engaging in same. 

All other risk management areas are disclosed in the Company’s annual report. These are reviewed and updated regularly given the growth phase that the Company is in at present.

The Company’s auditors also guide and advise the Company on risk management at each annual audit.

NA

 

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

 

 

5

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

The Board comprises two executive directors and three non-executive directors. The Board is supported by its sub committees being the Remuneration and Nomination and Audit Committees.

Members of the Board are all individuals of high caliber and has many years’ experience in the mining industry. Biographies of the Board are disclosed each year in the Company’s annual report and updated annually.

Directors are re-elected by rotation every three years.

The Company is of the view that the current Board is appropriately resourced to meet its obligations in compliance with the code. The need for changes or additions to the Board are reviewed regularly and will be addressed in line with the Company’s growth profile.

 

6

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Remuneration and Nomination Committee is responsible for Board appointments and assessing the suitability of potential new board members as and when required. It also assesses the appropriateness of the size and composition of the Board.

The Board currently comprises two executive and three non-executive directors.

 

Jubilee Board of Directors & Key Management

 

The Committee is of the view that the current Board composition is appropriate with an appropriate balance of industry specific, financial and investor relation skills and experience. It does however require an independent non-executive director to bring a required balance of independent presence on the Board

More details of the skills and experience of the directors are provided in the annual report. The Board has access to external advisors where necessary.

The Board is kept abreast of developments of governance, legal and accounting changes and AIM regulations. The Company’s lawyers provide updates on governance issues to the Board, the Company’s NOMAD provides annual Board AIM Rules refresher training as well as the initial training as part of a new Director’s induction.

All Directors have access to the Company’s NOMAD, company secretary, lawyers and auditors as and when required and are able to obtain advice from other external bodies when necessary.

The Company is mindful of the issue of gender balance, although Board appointments are made with the primary aim of ensuring that the candidate offers the required skills, knowledge and experience.

The Company is currently assessing and developing skills required to fill the role of an independent non-executive director on the Board. Such appointment requires careful consideration by the Committee.

7

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

The Company is currently undergoing a growth phase which require both the Board and management to be evaluated and their effectiveness to be reviewed regularly.

There is a strong flow of communication between the Directors.

The Company has formulated a framework for both the Board and management to be evaluated on performance and skills and to be remunerated accordingly.

The framework includes performance measurement on project level as well as company level and aims to incentivise and motivate members of the Board and management to participate in the growth and performance of the Company.

 

The Board entered 2018 looking forward to building further on the governance structure already in place. On-going review of the functioning of the Board and ensuring that the highest level of governance is maintained whilst being mindful of the size and stage of development of the Company. Whilst the Board has not undertaken any formal training this is something that will be considered as the business grows and the Board establishes further.

8

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

Ethical values, corporate culture and behavior and respect is not negotiable and the Company promotes and supports a proper corporate culture based on ethical values and behavior towards fellow team members and the organisation’s stakeholders and shareholders.

Issues of bribery and corruption are taken seriously, The Company has a zero-tolerance approach to bribery and corruption and has an anti-bribery and corruption policy in place to protect the Company, its employees and those third parties to which the business engages with. The policy is provided to staff upon joining the business and training is provided to ensure that all employees within the business are aware of the importance of preventing bribery and corruption. Each employee is required to sign agreement to confirm that they will comply with the policies. Annually staff are provided with refresher courses to ensure that the issues of bribery and corruption remain at the forefront of people’s mind. There are strong financial controls across the business to ensure on going monitoring and early detection.

 

 

 

BUILD TRUST

 

 

9

Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

The Board had one formal meeting during the year under review. Papers are circulated well in advance of the meetings, giving directors ample time to review the documentation and enabling an effective meeting.  Resulting actions are tracked for appropriate delivery and follow up.

Each Committee has terms of reference outlining the specific responsibilities delegated to it.

The terms of reference of each Committee can be found at the bottom of this page:

There are certain matters that are reserved for the Board, they include:

·         approval of the Group’s strategic aims and objectives;

·         approval of the Group’s annual operating and capital expenditure budgets and any material changes to them;

·         Review of Group performance and ensuring that any necessary corrective action is taken;

·         Extension on the Group’s activities into new business or geographical areas;

·         Any decision to cease to operate all or any part of the Group’s business;

·         Major changes to the Group’s corporate structure and management and control structure;

·         Any changes to the Company’s listing;

·         Changes to governance and key business policies;

·         Ensuring maintenance of a sound system of internal control and risk management;

·         Approval of half yearly and annual report and accounts and preliminary announcements of final year results;

·         Reviewing material contracts and contracts not in the ordinary course of business.

The Company is aiming to increase the number of Board meetings to two formal meetings per annum and this will be implemented during the ensuing financial year.

Board members are regularly updated by the CEO, on the Company’s development and the progress of its projects and although this is not formally documented, the Company aims to have this implemented as soon as practicably possible. As the Company grows, the Directors will ensure that the governance framework remains in place to support the development of the business.

 

10

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

The Company communicates with shareholders and other relevant stakeholders through a number of forums the most important of which are announcements through the Regulatory News Services of the AIM market. These include interim and annual financial results updates as well as quarterly updates released to update shareholders on the operational and financial performance of its business operations.

The Company’s annual general meeting (“AGM”) is also a forum for shareholders and stakeholders to engage with the Board and the auditors on any questions they may have pertaining to the resolutions contained in the notice of the AGM which, is circulated well in advance of the AGM. Informal discussions are also facilitated after the AGM to afford discussions outside of the AGM agenda.

The Company furthermore holds regular webcasts where shareholders and stakeholders can register online and participate in an update presented by the Company on its business operations followed by a question and answer session afterwards. These webcasts are also published on our website at www.jubileemetalsgroup.com

Most Recent Jubilee Webcast

The Company’s website also contains regular video interviews with the CEO and can be viewed at www.jubileemetalsgroup.com

 

Jubilee Presentations and Videos

 

Terms of Reference

 

Audit Committee
Members: Colin Bird and Chris Molefe

 

The Company has established an Audit Committee comprising Colin Bird and Christopher Molefe. Colin Bird chairs the Audit Committee, which meets at least twice a year. The Audit Committee reviews the Company’s annual and interim financial statements before submission to the Board for approval. The committee also reviews regular reports from management and external auditors on accounting and internal control matters. Where appropriate, the committee monitors the progress of action taken in relation to such matters. The committee also recommends the appointment of, and reviews the fees of the external auditors.

 

Remuneration Committee
Members: Colin Bird and Chris Molefe

 

The Company has established a Remuneration Committee comprising Colin Bird and Christopher Molefe. Colin Bird chairs the Remuneration Committee. The Committee is responsible for reviewing the performance of the executive directors and for setting the scale and structure of their remuneration, determining the payment of bonuses, considering the grant of options under any share option scheme and, in particular, the price per share and the application of performance standards which may apply to any such grant, paying due regard to the interests of shareholders as a whole and the performance of the Company.