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As a listed company traded on the AIM market of the London Stock Exchange, we recognise the importance of sound corporate governance throughout our organisation, giving our shareholders and other stakeholders including employees, customers, suppliers and the wider community confidence in our business. We endeavour to conduct our business in an ethical and sensitive manner irrespective of gender, race, colour or creed.

Andrada has chosen to adopt the Quoted Companies Alliance (QCA) Corporate Governance Code 2018 for Smaller Companies. The table below outlines how we apply each of the code’s ten key principles to our business.

1. Establish a strategy and business model that promotes long-term value for shareholders.The Company is a pure tin company listed in London and its vision is to create a portfolio of world-class, conflict-free, tin-producing assets. The Company's flagship asset is the Uis brownfield tin mine in Namibia, formerly the world's largest hard-rock tin mine.

The Company is managed by an experienced Board of Directors and management team with a current two-fold strategy: fast-track Uis brownfield tin mine in Namibia to commercial production (the intention is to ramp up to 10 000 tonnes of concentrate) and consolidate other quality African tin assets. The Company strives to capitalise on the solid supply/demand fundamentals of tin by developing a critical mass of tin resource inventory, achieving production in the near term and further scaling-up production by consolidating tin assets in Africa.

Sustainable development principles are integrated into corporate strategies and decision-making processes by the Board of Directors and management team. The Company endeavours to ensure that responsible health and safety, environmental, human rights and labour practices and policies are adopted by suppliers and contractors.

The Company is subject to a variety of risks, specifically those relating to the mining and exploration industry. The principal risk factors facing the business as well as mitigation of those risks are outlined in the Directors’ Report in this Annual Report.
2. Seek to understand and meet shareholder needs and expectations.The Board is committed to maintaining good communication and having a constructive dialogue with all its shareholders.

Management, led by the CEO, undertake regular presentations and roadshows to investors as appropriate. This enables them to develop a balanced understanding of the issues and concerns of shareholders. The views of shareholders are communicated to the rest of the Board.

Furthermore, the Company keeps shareholders informed on the Company’s progress through its public announcements and its website. All reports and press releases are published in the ‘Investors’ section of the Company’s website.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success.The Board recognises that its prime responsibility is to promote the success of the Company for the benefit of its stakeholders and members as a whole. This success is largely reliant on its relations with its stakeholders, both internal (employees and shareholders) and external (customers, suppliers, business partners and advisors).

Employees, community members and other stakeholders work in collaboration with one another and with transparency and accountability. Open dialogue and engagement with community members at our sites is central to maintaining a successful relationship, and is essential to ensuring long-term sustainability for all parties involved. The Company continually implements inclusive and supportive approaches with local communities, to contribute to their economic and social well-being.

The Company endeavours to systematically examine the environmental impact of any of our operations and will adopt measures to mitigate this challenge. The goal is to minimise the negative impacts on the environment of the different processes related to the extraction of tin. At our operational project area, Uis, the non-chemical nature of ore beneficiation, combined with an ore that is largely free of deleterious elements, contributes to a reduced level of environmental risk. Nonetheless, the Company ensures compliance with its operational environmental management plan through continuous monitoring of dust, water and waste management.

The Company maintains a regular dialogue with key suppliers.

Managing human capital equitably and sustainably is central to the Company’s project development strategy. The Company promotes an inclusive work environment through its recruitment policies, management and remuneration policies and development initiatives. Within the bounds of commercial confidentiality, information is disseminated to all levels of staff about matters that affect the progress of the Company and that are of interest and concern to them as employees.

The Company has set up a share option scheme for key employees which gives them a stake in the Company’s long-term success.

The Company promotes gender equality and an inclusive work environment through its recruitment practices, management and remuneration policies, and development initiatives.

AfriTin is in support of the UN Guiding Principles on Business and Human Rights and provides for processes to enable the remediation of adverse human rights impacts.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation.The Board is made up of a Chairman, two Non-Executive Directors and the CEO.

The roles of the Chairman and CEO are clearly separated.

The CEO is responsible for the day-to-day operational management of the business and is supported by a Chief Financial Officer, a Chief Operating Officer, geologists and engineers.

The Chairman is responsible for the leadership and effective working of the Board, for the implementation of sound corporate governance, for setting the Board agenda, and ensuring that Directors receive accurate, timely and clear information.

The Chairman and Non-Executive Directors (Glen Parsons, Terence Goodlace and Laurence Robb) are considered to be independent of management and free to exercise independent judgement. It is acknowledged that the Non-Executive Directors do have share options. However, the quantum of these share options is not material and is too low to affect independence.

As an entrepreneurial business operating in emerging markets there is clearly an elevated risk which is balanced by potentially greater rewards. The Board is mindful of and monitors both its corporate risks and individual project risks.

The Board ensures that there is a risk-management framework in place which identifies and addresses all relevant risks in order to execute and deliver strategy. Key risks are reviewed by the Board regularly and disclosed in the Directors’ Report.

The Audit Committee receives feedback from the external auditor on the state of the Company’s internal controls, and reports their findings to the Board.
5. Maintain the Board as a well-functioning, balanced team led by the chair.AfriTin recognises that the management of health and safety is an integral part of its business and is committed to establishing and maintaining high standards. This is achieved through the implementation of operational health and safety policies and procedures, as well as regular risk assessment and awareness campaigns. Additional measures and strict protocols have also been introduced to mitigate risks introduced by the COVID-19 pandemic.
6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.Directors who have been appointed to the Company have been chosen because of the skills, knowledge and experience they offer considering the stage of the Company and the strategy that it is pursuing.

The composition of the Board as well as biographical details of Board members can be found on the Board of Directors page on the Company website.

Furthermore, the Company has put in place an Audit Committee and a Remuneration Committee.

The Directors have access to training (online training or external training courses) to ensure that their skills are kept up to date. The Board and its committees will also seek external expertise and advice where required.

As part of the induction programme conducted by the Company’s nominated adviser, Directors are briefed on regulations that are relevant to their role as directors of an AIM-quoted company.

Robert Sewell (Chief Financial Officer) and Frans van Daalen (Chief Operating Officer) attend Board meetings by invitation to provide input from a financial and operational perspective.
7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.With the Phase 1 Expansion of our flagship Uis Tin Mine on the horizon, the Company’s expansion plans are designed and will operate in a way that is compatible with the value for which the area was designated.

For this next phase, the Company’s ambition is to achieve no-net-loss of biodiversity and all risks and impacts to biodiversity and ecosystems are to be addressed and assessed.
8. Promote a corporate culture that is based on ethical values and behaviours.The Company has a strong ethical culture, which is promoted by the Board and the management team.

The Company endeavours to conduct its business in an ethical, professional and responsible manner, treating all employees, customers, suppliers and partners with equal courtesy irrespective of gender, race, colour or creed.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.The Board approves the Company’s strategy and ensures that necessary resources are in place in order for the Company to meet its objectives.

Whilst the Board has delegated the operational management of the Company to the Chief Executive Officer and other senior management, a number of specific matters are subject to the approval of the Board. These include:

  • annual budget;

  • interim and final financial statements;

  • management structure and appointments;

  • mergers, acquisitions and disposals;

  • capital raising;

  • joint ventures and investments;

  • corporate strategy;

  • projects of a capital nature; and

  • major contracts.

The Non-Executive Directors have a particular responsibility to constructively challenge the strategy proposed by the executive management team, to scrutinise and challenge performance, to ensure appropriate remuneration, and to ensure that succession planning is in place in relation to senior members of the management team. The senior management team enjoy open access to the Non-Executive Directors.

The Chairman is responsible for leadership of the Board and ensuring its effectiveness. The Chairman with the assistance of the Chief Executive Officer sets the Board’s agenda and ensures that adequate time is available for discussion of all agenda items, in particular strategic issues.

The roles of the Audit Committee and the Remuneration Committee are set out further on in this report.
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.The Board is committed to maintaining good communication and having constructive dialogue with all of its stakeholders, including shareholders, providing them with access to information to enable them to come to informed decisions about the Company. The ‘Investors’ section on the Company’s website provides all required regulatory information as well as additional information shareholders may find helpful, including:

  • information on Board members, advisers and significant shareholdings;

  • a historical list of the Company’s announcements;

  • corporate governance information;

  • historical Annual Reports and notices of Annual General Meetings; and

  • share price information and interactive charting facilities to assist shareholders in analysing performance.

Results of shareholder meetings and details of votes cast will be publicly announced through the regulatory system and displayed on the Company’s website with suitable explanations of any actions undertaken as a result of any significant votes for or against resolutions.