Corporate Governance

The Company has adopted the QCA Corporate Governance Code in line with the requirement for AIM-listed companies to adopt and comply with a recognised corporate governance code. Our statement of Compliance with the QCA Corporate Governance Code is available in below.

Goldplat QCA Corporate Governance Code Statement

Last updated 26 September 2018

Chairman’s Corporate Governance Statement

Goldplat has adopted the QCA Corporate Governance Code (2018) (“the Code”) as its recognised corporate governance code and this statement, and other disclosures, is presented pursuant to that Code. As well as this website, certain aspects of Goldplat’s approach to the Code are addressed in the Annual Report for the financial year to 30 June 2018.

Corporate governance is an evolutionary process. Since Goldplat’s admission to AIM in 2006, the Board has practiced standards of corporate governance generally recognised as appropriate to a company on AIM of its size and resources. The Board has, and do, actively take account of the views of shareholders and professional advisers.

The adoption of the Code in 2018 represents a significant step in the evolution of the group’s corporate governance. In the Board’s view this as an opportunity to continue to examine how it manages corporate governance and how it communicates that governance to shareholders and other stakeholders.

As Chairman it is my responsibility to lead the Board and ensure that it is effective, defines and delivers its strategy and has strong links with shareholders and all other stakeholders including employees more generally and the communities and governmental and regulatory agencies where we operate.

The statement below considers the ten principles of the Code and how Goldplat seeks to address them.

Matthew Robinson
Chairman

Principle 1 – Establish strategy and business model to promote long-term value for shareholders

Goldplat is a unique gold producer, combining gold recovery with primary mining across three principal operations - precious metal recovery facilities in South Africa and Ghana, and gold mining in Kenya. This diverse production approach provides multiple growth opportunities and operations have been self-funded over many years. The Group seeks to improve visibility of earnings by securing longer terms supply contracts and widening the geographical locations and number of partners from whom we receive materials for processing. Further details of the business and strategy are available in the Annual Report in the Chairman’s and CEO’s statements.

Principle 2 – Seek to understand and meet shareholders needs and expectations

Goldplat values the importance of interacting with our shareholders, explaining strategy and developments in the businesses and seeking shareholder views and opinions thereon. We also value the input of our advisers, including Nominated Adviser, broker, PR and auditors. We seek to ensure good understanding and communication in a number of ways. We seek to facilitate shareholder attendance at the Annual General Meeting by holding the meeting at a time and location that is convenient for as many as possible. We appreciate that attending a General Meeting can be impractical and we host telephone based Q&A sessions at which shareholders are invited to dial in to hear the executive management answers questions sent in by shareholders, in advance and in real-time. Within the constraints of the regulatory environment and time, directors are available to meet shareholders on release of half and full year results, and other times as requested. Additionally, contacts for Goldplat and its advisers in provided on the Contacts page of the website.

Principle 3 – Take into account wider stakeholder and social responsibilities

Goldplat operates in a number of jurisdictions, principally South Africa, Ghana and Kenya, in a highly regulated environment. Regulation encompasses, inter alia, licensing to process precious metals, the environment (including air emissions, products used in processing and land restitution), safety and health of employees and contractors, ownership of operations and local beneficiation and employee demographic.

Goldplat sees interaction with the wider stakeholder community as vital for the well-being of the Group. Each operation has a local board with local representation. Additionally advisers are retained in each jurisdiction, including legal and auditing. Goldplat’s executive management seeks to maintain regular and open dialogue with all regulatory authorities. Additionally, Goldplat seeks to meet the aspirations of the countries within which it operates in terms of maximising the local value-add of its operations and employing and training local staff.

Principle 4 – Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board actively seeks to identify and mitigate risks to the group and its businesses. The principle risks identified by the Board are set out in the Strategic Report of the Annual Report.

In addressing perceived risks, the Board seeks to ensure that: its employees are appropriately technically qualified; a constructive dialogue is maintained at all times with regulatory authorities; there are personnel and advisers local to the countries in which we operate; there are appropriate financial and security controls covering our operations.

The Board has established an audit committee with formally delegated duties and responsibilities, details of which are included below. There is a report on the Audit Committee in the Annual Report.

Principle 5 – Maintain the board as a well-functioning, balanced team led by the Chairman

The Board comprises 7 members: an independent Chairman and two further non-executive directors, one whom is considered independent, Chief Executive Officer, Chief Operating Officer, Finance Director and Commercial Director. Biographies of each director and their length of service and independence is shown in the Annual Report and the biographies are also on the website. Directors are required to retire in rotation and may offer themselves for re-election in accordance with Goldplat’s articles of association.

The Board holds regular meetings six times a year, and may hold further ad hoc meetings. There are Audit and Remuneration committees, the constitution of which is provided on the website. Reports from the Audit and Remuneration committees are provided in the Annual Report. Board and Committee member’s attendance record is disclosed in the Annual Report. The Board is provided with financial and operational reports at each quarterly meeting on each operating entity and on the consolidated Group.

The Chairman is responsible for the running of the Board and for ensuring that the interests of shareholders and other stakeholders overall are properly taken into account. The Chief Executive Officer is responsible for the running of the Group’s operations and day-to-day communication with stakeholders.

Principle 6 – Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

Director’s biographies, detailing their skills and experience are included on the website. Goldplat’s business involves precious metals processing and mining and the executive directors’ qualifications and significant experience encompasses metals processing and mine engineering. Additionally the Board’s skills and experience include finance, equity capital markets, corporate administration and corporate law. The Board believes that this spread of skills and experience is capable of delivering the Group’s strategy in the medium and long term.

Principle 7 – Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board’s performance is measured principally by the Group’s financial results and by the operations’ performance regarding environmental, health and safety and other regulatory requirements. Detailed account is taken of feedback from shareholders which is regularly received through shareholder meetings and correspondence, and which is considered in detail at quarterly Board meetings.

In considering the Board’s performance and composition consideration is taken of likely future requirements and developments in the Group’s operations.

The Remuneration Committee considers Board performance in the context of remuneration arrangements and a review of the Committee’s work is provided in the Annual Report

Directors are required to retire in rotation and may offer themselves for re-election in accordance with Goldplat’s articles of association.

Principle 8 – Promote a corporate culture that is based on ethical values and behaviours

Goldplat operates in a number of countries, principally South Africa, Ghana and Kenya, in a highly regulated environment dealing with precious metals and the Board views a culture of openness and integrity as vital to operating successfully. The Board seeks to comply with to the fullest extent possible or to exceed all applicable standards and regulations. Regulation encompasses, inter alia, licensing to process precious metals, the environment (including air emissions, products used in processing and land restitution), safety and health of employees and contractors, ownership of operations and local beneficiation and employee demographic. The Group also has and operates an anti-bribery policy.

Principle 9 – Maintain governance structures and processes that are fit for purpose and support good decision-making

Since Goldplat’s admission to AIM in 2006, the Board has practiced standards of corporate governance generally recognised as appropriate for an AIM company of Goldplat’s size and resources. A description of the Board membership, skills and experience, as well as the contributions of the Audit and Remuneration Committees are provided on the website and in the Annual Report as described above. Adoption of the Code in 2018 represents a significant step in the evolution of the Group’s corporate governance which we see as an opportunity to examine our corporate governance and how we communicate that to shareholders and other stakeholders in line with our commitment to maintaining transparency.

Principle 10 – Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and relevant stakeholder

Goldplat maintains a regular dialogue with investors through the AGM, roadshows, on-line Q&A sessions and direct communication. Additionally, Goldplat’s operating entities maintain dialogue with other stakeholders in South Africa, Ghana and Kenya through local board members, employee arrangements and dialogue with communities and regulatory authorities.

With respect to General Meetings, Goldplat will in future publish the outcome of shareholder votes, and any action taken in the event that a significant number (20%+) of shareholders vote against a resolution.

Available on the website are copies of Goldplat’s Annual Reports for at least the last 5 years and copies of notices of General Meetings for the last 3 years (and the latter will be extended to cover at least 5 years).

Audit Committee

The Board has established an audit committee and a remuneration committee with formally delegated duties and responsibilities.

The audit committee has responsibility for ensuring that the financial performance, position and prospects of the Company are properly monitored and reported on, for meeting with the auditor and discussing their reports on the accounts and the Company’s financial controls and for recommending the appointment of auditors.

The audit committee consists of Matthew Robinson and Ian Visagie.

For the Audit Committee terms of reference please click here.

Remuneration Committee

The directors have established a remuneration committee. The remuneration committee will determine the terms and conditions of service of executive directors. The remuneration and terms and conditions of appointment of non-executive directors are set by the Board. No Director may participate in any discussions or decisions regarding his own remuneration.

The remuneration committee consists of Matthew Robinson and Nigel Wyatt.

For the Remuneration Committee terms of reference please click here.

Share dealing code and AIM Rule compliance policy

The Company has adopted a model code for share dealings in Ordinary Shares which is appropriate for an AIM company, including compliance with Rule 21 of the AIM Rules for Companies relating to the Board’s and employees’ dealings in Ordinary Shares. The Company has also adopted an AIM Rules compliance policy.

UK City Code on Takeovers and Mergers

As an AIM traded, UK incorporated company, Goldplat plc is subject to the UK City Code on Takeovers and Mergers legislation.