Corporate Governance

Goldplat has adopted the QCA Corporate Governance Code (2018) as its recognised corporate governance code and this statement, and other disclosures, is presented pursuant to that Code. Where aspects of Goldplat’s corporate governance are disclosed on Goldplat’s website this may be found at www.goldplat.com under Corporate Governance.

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.

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.

Shareholder Communication

Goldplat values the importance of interacting with our shareholders, explaining strategy and developments in the businesses and seeking shareholder views and opinions thereon. We value the input of our advisers, including Nominated Adviser, broker, PR and auditors, in doing. 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.

Stakeholder contact and social responsibility

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 appropriate 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.

Board, governance structures and performance

Biographies detailing the experience of the Board members are provided on the Directors and Management page. The Board composition provides a balance of experience and skills as well as a balance between executive and non-executive, and independent directors. Within this, the Chairman is responsible for the running of the Board and for ensuring that the interests of shareholders 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. The Board as a whole reviews the Group’s strategy, and delivery thereon, at least quarterly. The Board has established Audit and Remuneration Committees, further details of which are provided on this page, and a summary of their work over the last financial year is provided in the Report and Accounts.

The Board’s performance is measured principally by the financial results and by the operations’ performance regarding environmental, health and safety and other regulatory requirements and takes into account feedback from shareholders, which is regularly received through shareholder meetings and correspondence, all of which is considered in detail at quarterly Board meetings. The Board also considers periodically its future composition and the requirement for succession planning. Directors are required to offer themselves for re-election periodically in accordance with Goldplat’s articles of association.

Previous Annual Reports and Notices of General Meetings are included on the website under Investor Relations / downloads. In future the Company will be publishing the details of voting at General Meetings.