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 2019

Chairman’s Corporate Governance Statement

In 2018 Goldplat adopted the QCA Corporate Governance Code (2018) (“the Code”) as its recognised corporate governance code (pursuant to the AIM Rules) 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 Reports for the financial years from 30 June 2018 onwards.

Corporate governance is an evolutionary process.  The Board actively takes account of the views of shareholders and professional advisers, as well as general market practice.

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.  Where appropriate, reference is made to matters disclosed in an annual report.

Matthew Robinson

Chairman

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

Goldplat is a unique gold producer, combining operations to recover gold from mine by-products and waste at facilities in South Africa and Ghana with a primary gold mining and ore processing operation in Kenya.  This combination reflected Goldplat’s strategy when it came to the AIM market in 2006 to use surplus cash flow from the recovery operations to fund its development as a junior gold miner.  The disappointing financial and operational performance of the Kenyan business, and the on-going profitability of the recovery business overall, has led to a review of this strategy and the Kenyan mine is currently on care and maintenance whilst options of external investment are explored.  With respect to the recovery business, 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 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 have hosted 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 and, as appropriate, local community representatives.  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.  The interaction with stakeholders directly influences supply sourcing as well as employment aspirations.

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 six members:  an independent Chairman and two further non-executive directors, one whom is considered independent, Chief Executive Officer, Chief Operating Officer 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.  During the year the previous Chief Executive resigned and the Chief Financial Officer was appointed Chief Executive, initially on an interim basis, subsequently confirmed as permanent.  The board is cognisant that one director is discharging the functions of both Chief Executive and Chief Finance Office.  The requirement for a separate Chief Financial Officer is under review, but in the interim the board remains confident that the finance function of the group has been properly and fully discharged.

Directors are required to retire in rotation, one third at each annual general meeting, and may offer themselves for re-election in accordance with Goldplat’s articles of association.

The Board holds regular meetings six times a year, with four quarterly meetings and two in connection with the release of full and half year results, 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 (which cover production, operational matters, health and safety performance and regulatory compliance) 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 experience encompasses metals processing and mine management.  Additionally the Board’s skills and experience include finance, equity capital markets, accounting, 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.  Account is taken of feedback from shareholders which is received through shareholder meetings and correspondence, as well as of the views of the Group’s professional advisers, 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.  This, and the age and length of tenure of key executives, is taken into account in considering likely future composition and requirements.  In addition, the board maintains links with external professional advisers in considering composition.

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.  In 2018 Goldplat adopted the Code which represented a further and significant step in the evolution of the Group’s corporate governance.  In consultation with our professional advisers, we continue to examine our corporate governance in relation to the Group’s performance and success.

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 and roadshows, as well as maintaining a dialogue via occasional on-line Q&A sessions and by 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.

There has been one shareholder meeting in the last twelve months, the annual general meeting held on 25 October 2018.  The notice to that meeting proposed six resolutions.  As announced on 25 October 2018 the first five resolutions were duly passed.  The sixth resolution was withdrawn as a result of shareholders voting against by proxy.  The proxy votes were are follows, including the sixth resolution which was withdrawn:

Resolution For Against Discretionary Withheld
1 25,935,542 75,816 57,985 1,000
2 25,842,745 140,816 57,985 28,797
3 25,842,745 168,613 57,985 1,000
4 25,850,542 140,816 57,985 21,000
5 25,788,542 182,720 57,985 41,096
6 10,875,542 15,095,720 57,985 41,096

The withdrawn resolution related to the disapplication of shareholder preemption rights.  The Chairman subsequently met the largest shareholder voting against the resolution (representing 99% of such votes) to discuss their concerns.  These concerns will be taken into account in considering future resolutions.

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).