The Company supports the concept of an effective board leading and controlling Jubilee Metals Group Plc. The Board is responsible for approving Company policy and strategy. It meets on a regular basis and has a schedule of matters that specifically require a decision from the Board. 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. Dr Mathews Phosa, 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. Jonathan Morley-Kirk , the Finance Director , with the support of the board, has the responsibility for the Company’s communication and liaison 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 Regulatory News Service (RNS) announcements which are then made available on the Company’s website. The Company endeavours to communicate regularly with private shareholders through investor meetings, investors queries through our website, audio and video interviews, and periodic webcast Question & Answer sessions. The Company’s website also contains its latest corporate presentations providing a clear roadmap to the Group’s strategy and interview recordings.

Jubilee has an active and effective investor relations programme which includes regular institutional roadshows 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 contains copies of historical Annual Reports & Accounts, and Notices of Meetings over the last five years.

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 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 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 Safety and Sustainability Committee is core to our business, forming an integral part of ESG as a metals processing and recovery company. By processing remnant mining residues and waste material, we aim to mitigate the physical legacies of historical mining operations. We are committed to operating in a manner that is transparent and environmentally responsible, that ensures the longevity of our operations, and that supports the socio-economic uplift of our host communities. At present, our operational footprint extends across Zambia, which has unique socio-economic development challenges and requirements.

As a rapidly expanding multi-commodity producer in both countries, we acknowledge that we have a role to play in not only contributing to broader sustainable development, but also in addressing, as far as possible, the socioeconomic and environmental challenges confronted by our host communities. Human capital is currently, and continues to be, a driving force behind the success of our business model.

We have identified the following areas as great impact items on sustainability:

• Understand and meet stakeholder expectations
• Protect our workforce by providing a safe work environment and valuing their contribution
• Address poverty and inequality
• Protect the planet
• Ensure that all people enjoy peace and prosperity
• Compliance with applicable legislation and regulations

Click to view the Committee’s Terms of Reference

The Board underwrites best practice in corporate governance. As a public company listed on the AIM, the Board acknowledges that it is responsible and accountable to all stakeholders, shareholders, suppliers, staff, clients, customers and contractors. The Board has adopted the principles of the QCA Code to support the Company’s governance framework. The directors acknowledge the importance of the 10 principles set out in the QCA Code. The following table illustrates the Company’s compliance or an explanation where not fully compliant.

1. Establish a purpose, strategy and business model which promote long-term value for shareholders

The Company’s purpose, strategy and business model are clearly promoted in its integrated annual reports and half-yearly interim results and market updates where detailed information is published on its strategy and its progress towards achieving its short- and long-term strategies. This information is reviewed and updated regularly and communicated to shareholders.

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

Ethical values, corporate culture, behaviour and respect are not negotiable and the Company promotes and supports a proper corporate culture based on ethical values and behaviour towards fellow team members and Jubilee’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 a corporate governance policy in place to protect the Company, its employees and those third parties with which the business engages. 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. Employees are updated regularly to ensure that the issues of bribery and corruption remain at the forefront of people’s minds. There are strong financial controls across the business to ensure ongoing monitoring and early detection.

3. Seek to understand and meet shareholder needs and expectations

The CEO and/or Chairperson, where appropriate, respond to shareholder queries directly (while 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.

The Company hosts investor roadshows 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 also hosts investor webcasts following material news releases like the release of its results or corporate actions like the disposal of its Chrome and PGM Operations.

Executive management values the inputs of its shareholders.

Stakeholders can contact the Company with any queries at info@jubileemetalsgroup.com

4. Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success

Jubilee’s business model and strategy are clear and are set out in its integrated annual report. The vision of our future is embracing sustainability and resource efficiency, through a mindset of pioneering copper production. We embarked on a journey to extract every ounce of potential value from overlooked resources and aim to be an industry benchmark in copper recoveries. The Company’s Exco plays an important role in the day-to-day management of the Group. The committee consists of selected members of senior executive management in the Group. The Company has an open-door policy from Exco where employees’ opinions and suggestions are valued and listened to.

5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats throughout the organisation

As part of risk management, regular meetings are held by executive management to discuss and update new business opportunities and threats and how these can be mitigated, managed or eliminated prior to engaging in any new business. Other risk management areas are disclosed in the annual report on page 27. Executive management has developed a risk matrix as guidance to the Audit and Risk Committee, the Board and management on which risk areas are most important to our business model and operations. The Audit and Risk Committee reviews and monitors progress around risk management and opportunities.

6. Establish and maintain the Board as a well functioning, balanced team led by the Chairperson

At the date of this report, the Board comprised two executive directors and four non-executive directors of which two are independent. The Board is supported by its subcommittees, being Remco, the Audit and Risk Committee and the Safety and Sustainability Committee.  Members of the Board are all individuals of high calibre and have many years’ experience in or associated with 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 integrated annual report and are updated annually. Biographies of members of the Board are disclosed in the annual report on page 89. 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 is reviewed regularly and addressed in line with the Company’s growth profile.

7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities

During the period under review, the Board held nine meetings, of which four were special Board meetings. Papers are circulated sufficiently in advance of the meetings, giving directors 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. Certain matters are reserved for the Board, which 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 on recommendation of the Audit and Risk Committee • a review of Group performance and ensuring that any necessary corrective action is taken • extension of 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 • any 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 accounts and the integrated annual report on the recommendation of the Audit and Risk Committee • reviewing and approving material contracts and contracts not in the ordinary course of business • any changes to the Company’s share option plan. Remco 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 executives, two non-executive directors and two independent non-executive directors with a wide range of skills, experience and knowledge. The Board has access to external advisors where necessary. The Board is kept abreast of developments in governance and AIM regulations. The Company’s legal advisors provide updates on governance issues to the Board, and the Company’s NOMAD provides annual Board AIM Rules refresher training, as well as initial training as part of a new director’s induction. All directors have access to the Company’s NOMAD, Company Secretary, legal advisors and auditor as and when required and are able to obtain advice from other external bodies when necessary.

8. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Board and Exco performances are evaluated and their effectiveness is 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.

9. Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and culture

The Board has established a Remco, which oversees all remuneration and appointment matters relating to senior management and directors. The Company’s remuneration policy is fully supportive of long-term value creation and underpins its purpose, strategy and culture.

10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The Company communicates with shareholders and other relevant stakeholders through several forums, the most important of which are announcements through the RNS to the AIM market. These include interim and annual financial results updates, quarterly operational updates and market updates that are released to update shareholders on the operational and financial performance of its business operations. The Company’s AGM is also a forum for shareholders and stakeholders to engage with the Board and the auditor 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. These webcasts are also published on the Company’s website at www.jubileemetalsgroup.com. The Company’s website also contains regular video interviews with the CEO and can be viewed at www.jubileemetalsgroup.com.