Introduction
Jubilee Metals Group has adopted the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The QCA Code is more appropriate for most AIM companies and employs the “comply or explain” approach. Details of how the company complies with this are set out in the Corporate Governance Report in the Group Annual Report and Financial Statements, which contains an introduction from the Chairman, commentary on the 10 principles of the QCA Corporate Governance Code, as well as reports from the Audit & Risk and Remuneration & Nomination Committees
Directors
The Company supports the concept of an effective board leading and controlling Jubilee Metals Plc. The Board is responsible for approving Company policy and strategy. It meets on a regular basis and has a schedule of matters specifically reserved for decision. Procedures are in place for operational management to supply the Board with appropriate and timely information and the Directors are free to seek any further information they consider necessary. Ollie Oliveira, the Non-Executive Chairman, is responsible for the running of the Board and Leon Coetzer, the Chief Executive Officer, has executive responsibility for running the Company’s operational activities. Leon Coetzer and Ollie Oliveira take responsibility for the Company’s liaison with shareholders.
Relations with Shareholders
The Company values the views of its shareholders and recognises their interest in its strategy and performance. The Board is committed to communicating openly and regularly with both its private and institutional shareholders to ensure that its strategy and performance are understood. Significant developments are disseminated through RNS announcements which are then made available on the Company’s website. The Company communicates regularly with private shareholders through investor meetings and similar events; audio and video interviews; periodic webcast Question & Answer sessions. The Company’s website also contains its latest corporate presentations and interview recordings.
Jubilee has an active and effective investor relations programme which includes regular institutional road-shows to meet shareholders and potential shareholders. It also meets its corporate brokers and other research analysts to assist them in preparing and publishing their research on the Company. These promotional and marketing activities are co-ordinated by its corporate brokers and financial PR advisers.
The Annual General Meeting will be used to communicate with private investors and they are encouraged to participate. The Directors will be available to answer questions. Separate resolutions will be proposed on each issue so that they can be given proper consideration and there will be a resolution to approve the annual report and accounts.
The Corporate Documents section of the website contain copies of historical Annual Reports & Accounts, and notices of Meetings over the last five years.
Governance and Internal Control
The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’ investments and the Company’s assets and for reviewing its effectiveness. The system of internal financial control is designed to provide reasonable, but not absolute, assurance against material misstatement or loss.
The Audit Committee comprises Ollie Oliveira (Chair), Chris Molefe and Nicholas Taylor. It meets at least twice a year and 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.
The Remuneration Committee performs both remuneration and nomination functions and comprises Ollie Oliveira (Chair) and Chris Molefe.
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.
The QCA Code – 10 Principles
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 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.
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 six monthly 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.
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
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 PGMs, chrome, cobalt, copper, zinc, lead, vanadium and gold to hedge income risk and to align with global trends;
Rehabilitate the adverse footprint left by legacy mining in accordance with acceptable International Environmental Standards.
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 provide recommendations when necessary to the Company on risk management at each annual audit
5. Maintain the board as a well-functioning, balanced team led by the chair
The Board comprises two executive directors and four non-executive directors. The Board is supported by its sub committees being the Remuneration and Nomination and Audit and Risk Committees.
Members of the Board are all individuals of high calibre and have many years’ experience in the mining industry. Each Board member is expected to dedicate sufficient time to the business of the Company as may be necessary to fulfil their duties.
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-todate experience, skills and capabilities
The Remuneration 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 four non-executive directors.
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, 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.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The Company is currently undergoing a growth phase, which requires 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
8. Promote a corporate culture that is based on ethical values and behaviours
Ethical values, corporate culture and behaviour and respect is not negotiable and the Company promotes and supports a proper corporate culture based on ethical values and behaviour 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 an 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 ongoing monitoring and early detection
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.
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; and
- Reviewing material contracts and contracts not in the ordinary course of 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 six monthly 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 the Company’s website.
The Company’s website also contains regular video interviews with the CEO and can be viewed at www.jubileemetalsgroup.com