The Board currently comprises:

Independent Non-Executive Chairman

• Glen Parsons (appointed 23 October 2017)

Independent Non-Executive Directors

• Laurence Robb (appointed 23 October 2017)
• Terence Goodlace (appointed 23 May 2018)
• Michael Rawlinson (appointed 20 December 2021)

Executive Director – Chief Executive Officer

• Anthony Viljoen (appointed 23 October 2017)

Operational management in South Africa and Namibia is led by Anthony Viljoen supported by a Chief Financial Officer (Hiten Ooka), a Chief Operating Officer (Frans van Daalen), geologists and engineers. Operational management is also supported technically through various consultancy agreements that were in place during the year under review. The Board met formally four times during the year and also met frequently on an adhoc basis. All press releases, including operational updates, are approved by the entire Board.

The Audit Committee meets at least twice a year and is composed exclusively of Non-Executive Directors: Glen Parsons (Chairman) and Michael Rawlinson. The Chief Executive Officer, Anthony Viljoen, and the Chief Financial Officer, Hiten Ooka, attend Audit Committee meetings by invitation. The committee is responsible for:

• reviewing the annual financial statements and interim reports prior to approval, focusing on changes in accounting policies and practices, major judgemental areas, significant audit adjustments, going concern and compliance with accounting standards, stock exchange requirements and legal requirements;
• receiving and considering reports on internal financial controls, including reports from the auditor, and reporting auditor findings to the Board;
• considering the appointment of the auditor and their remuneration, including reviewing and monitoring their independence and objectivity;
• meeting with the auditor to discuss the scope of the audit, issues arising from their work and any matters they wish to raise; and
• developing and implementing policy on the engagement of the external auditor to supply non-audit services.

The Audit Committee is provided with details of any proposed related-party transactions in order to consider and approve the terms and conditions of such transactions.

The Audit Committee met three times during the year to consider the following agenda items:

July 2021:

• Critical accounting estimates
• Going concern assessment
• Approval of the Annual Report for the period ended February 2021

September 2021:

• Approval of the half-year results and report to 31 August 2020
• Going concern assessment

February 2022:

• Auditor independence
• External audit plan for the year ended February 2022

The Remuneration Committee meets at least once a year and is composed exclusively of NonExecutive Directors: Michael Rawlinson (Chair) and Glen Parsons.

The Committee is responsible for reviewing the performance of senior management 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 and the performance of the Group.

The Remuneration Committee met formally once during the year to consider the following agenda items:

February 2022:

• Initiation of STIP and Share Option plan for Organisation (2021/2022)
• Review and implementation of Balance Scorecard for organisation performance (2021/2022)

The ESG committee comprises of the following Board of Directors: Terence Goodlace (Chairman), Laurence Robb and Anthony Viljoen. Additional members of the Board, Executive Management and the ESG team attend the committee meetings by invitation.

The Committee ensures that ESG is embedded in the business’ operations. We are conscious of the impact ESG has on the long-term success of the business. Our approach to ESG is one that is inclusive, intended to benefit all stakeholders involved.

The ESG Committee’s role to date has been to advise on the approach the Company should implement to maintain a good ESG scorecard and Social Licence to operate. This includes drafting of the ESG Strategy, policies, compliance systems and monitoring the Company’s performance against industry practices.

The ESG Committee met twice during the year to consider the following agenda items:

August 2021:

• Governance Structure of the Committee and Organisation
• Identification of critical policies and procedures to be implemented
• 4 x policies:
  • Occupational Health and Safety Policy
  • Environmental Policy
  • Sustainable Development Policy
  • Risk Management Policy

February 2022:

• Climate change risk assessment
• Amendment of Group Diversity Policy
• Development of 5-year ESG Strategy