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: 16 February 2022

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 2020 onwards.

It is the Chairman’s responsibility for establishing and monitoring effective corporate governance. Each member of the Board believes in the value and importance of good governance practices in promoting the longer term development of the group. The Board considers that it does not depart from any of the principles of the QCA Code and recognises that monitoring and developing its governance structure is a continuing process. We actively take account of the views of our shareholders and professional advisers in considering our practices.

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


Goldplat is a unique gold producer, generating cashflow from recovering gold from mine by-products and waste at facilities in South Africa and Ghana with the aim to distribute surplus cash flow from the recovery operations to its shareholders. 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.

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. Martin Ooi, who holds over 28% of shares, is a Director. More broadly, we seek to promote communication with as many shareholders as wish to engage. To this end we try to (as far as health regulations have allowed) 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 answer 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 are provided on the Contacts page of the website.

Goldplat operates in a number of jurisdictions, principally South Africa and Ghana, 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 demographics.

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. The interaction has also enabled Goldplat to take steps to be within legal limits set by the regulators as such limits pertain to its operations. Further details of the key stakeholders, why it is important to engage the stakeholders, detail of engagement of stakeholders and impact on decisions made by Group are available in the Annual Report in the Strategic Report.

The Board actively seeks to identify and mitigate risks to the group and its businesses. The principal 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.

The Board comprises of five members: an independent Chairman and three further non-executive directors and the Chief Executive Officer. 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. The Board consider that the board structure is suitable to the Company's current size and activities.

The Board has during the period under review, reviewed the filling of the role of a separate CFO. To this end, Ayanda Ntsho, a chartered accountant with over 14 years of management experience was appointed in May 2021 to take up this role.

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.

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.

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, 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.

Goldplat operates in a number of countries, principally South Africa and Ghana, in highly regulated environments 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. Regulations encompass, 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 and strictly adheres to the principles of Responsible Gold.

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.

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 and Ghana through local board members, employee arrangements and dialogue with communities and regulatory authorities.

There have been two shareholder meetings in the last twelve months, these being the initial AGM that was held on 31 December 2021 and the adjourned AGM on the 24 January 2022. The meeting of the 24th of January 2022 followed the adjournment of the AGM held 0n 31 December 2021 to ensure sufficient time had elapsed between the posting to shareholders of the report of the Directors of the Company and the audited financial statements of the Company and the consideration of the resolutions to be passed.

As announced on 31 December 2021, five (5) of the six (6) ordinary resolutions and both two special resolutions were duly passed. Resolution 1, being the receiving of the report of the directors of the Company and the audited annual financial statements of the Company for the year ended 30 June 2021 was duly passed at the adjourned AGM on 24 January 2022.


Resolution

For

Against

Discretionary

Withheld

1

50,843,089

9,610

736

0

2

50,675,481

146,919

736

30,299

3

50,672,853

149,547

736

30,299

4

50,539,165

158,826

736

154,708

5

50,544,293

308,406

736

0

6

50,651,734

200,480

736

485

7

8

50,396,716

50,454,543

455,498

398,156

736

736

485

0


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 5 years.