Governance
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The Kazera Global Board seeks to follow best practice in corporate governance as appropriate for a company of our size, nature and stage of development. As a public company listed on AIM we recognise the importance of an effectively operating corporate governance framework.
The Board has adopted the principles of the 2023 Quoted Companies Alliance Corporate Governance Code – (“the QCA Code”) to support the Company’s governance framework. The Directors acknowledge the importance of the ten principles set out in the QCA Code and this statement briefly sets out how we currently comply with the provisions of the QCA Code and the reasons for any departures from it.
Principle 1
Establish a purpose, strategy and business model which promote long-term value for shareholders
Kazera Global plc is an AIM Investing Company. It has an Investing Policy which was adopted by shareholders in 2018, and which provides an overarching statement of its purpose, business model and strategy.
Entering into the Company’s financial year ending 30 June 2026, the Company’s primary areas of focus were on:
- Creating positive cash flows from Deep Blue Minerals (Pty) Ltd
- Creating positive cash flows from Whale Head Minerals (Pty) Ltd
- Progressing the disposal of African Tantalum (Pty) Ltd
Progress towards these objectives are formally communicated to shareholders by regulatory announcement, and through statutory financial reporting. Additional detail may be published on the Company’s website and through statutory reporting.
The Company is seeking capital appreciation in DBM and WHM by developing and proving the potential of these mining projects. One the projects are cash flow positive, such funds will be applied towards further development of those projects or otherwise applied to the acquisition of new targets in accordance with the opportunities identified by the Board at the relevant time.
In the event that there are no suitable opportunities to be advanced, the Board may at that time recommend surplus cash to be returned to shareholders.
In seeking to deliver long-term growth for shareholders, the reputation of the Company and its investee companies is essential. Safeguarding reputation for good business practices is underpinned by the statutory duties of directors under the Companies Act 2006, which include considering the interests of employees, the impact of the Company’s operations on the community and the environment, and maintaining high standards of business conduct.
The Company’s work in this regard is explained further in the relevant sections of the Annual Report and its website.
Furthermore, the delivery of long-term value is supported by ensuring a sound system of internal controls and a suitable risk management framework and procedures.
Principle 2
Promote a corporate culture that is based on ethical values and behaviours
The Board seeks to embody and promote a culture of high ethical values and behaviours by embedding those values within its overall governance framework.
For example, within the Company’s Remuneration Policy, the importance of ensuring incentive plans, performance measures and targets do not encourage undue risk taking by the Executives in pursuit of short-term objectives is emphasised.
Forging and maintaining strong positive relationships with stakeholders where the Group operates can only be done if the Group is seen to be committed to high standards of business conduct. It achieves this through dialogue with those stakeholders, and seeks to communicate its performance through disclosures on the Company’s website, in its statutory financial reports, and through the use of social media.
The Board monitors culture by ensuring directors visit its operations in person, and through its engagement with shareholders and other stakeholders.
In the event that there is evidence of deviation from the desired culture, the Board will discuss the matter and how best to respond.
Principle 3
Seek to understand and meet shareholder needs and expectations
The Company currently has two principal investors, as well as wide base of other investors with smaller stakes.
The Board ensures positive engagement with the principal shareholders periodically through the year. The primary opportunity to engage with the wider base of investors is the Company’s Annual General Meeting, and it is expected that the Chairman, CEO and the chairs of each of the Board’s committees are present and available to answer shareholders’ questions.
The results of proxy votes cast at general meetings of the Company are published through a regulatory information service and available from the Company’s website. If a significant number of votes are cast against or withheld from a particular resolution, and in any event if more than 20% of the votes are cast against, the Chair or CEO will seek to engage with shareholders to understand the reasons for their votes.
The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.
The Board seeks to ensure enquiries from all shareholders and investors are responded to promptly, having regard at all times for the Company’s obligations with regards to the control of ‘Inside Information’. There may however be occasions where it is not appropriate for enquiries to be responded to; in such cases, it is expected that investors are respectful and understanding of directors’ legal obligations.
The Board understands that the principal concern of shareholders is in the achievement of positive cash-flows from its operating subsidiaries in South Africa.
The principal point of contact for shareholders, is the CEO.
Principle 4
Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success
The Company’s key stakeholders are its shareholders and investors, suppliers, customers, employees, and regulators. The stakeholders of the wider Group includes its suppliers, customers, local communities and regulators.
The Board has in place reporting mechanisms through which it understands their needs, interests, and expectations.
The Company has adopted a Whistleblowing Policy through which employees can be confident in raising concerns in confidence in the knowledge that there are processes to ensure that such matters will be considered, and where appropriate actions are taken.
The Board expects that each of its Group companies adopts equivalent policies and procedures and will monitor adoption and implementation periodically.
As the Group grows, it may be required to make environmental disclosures under the Streamlined Energy and Carbon Reporting regulations. The suitability of adopting other reporting frameworks will be considered periodically.
The Group’s subsidiaries in South Africa are required to adhere to strict local environmental regulations, including in respect of Environmental Impact Assessments. Compliance with all relevant environmental regulations is essential to maintaining the Group’s licence to operate, both legally and also socially within its local community.
Principle 5
Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation
On the wider aspects of internal control, relating to operational and compliance controls and risk management, the Board, in setting the control environment, identifies, reviews, and regularly reports on the key areas of business risk facing the Group. In addition, the Board seeks to satisfy itself that the Group-wide internal controls are sufficiently robust to robustly manage any identified risks that are outside of its risk appetite.
The Group CEO Board maintains close day to day involvement in all of the Group’s activities which enables control to be achieved and maintained across the Group. The Board receives reports from the Group CEO and reviews both operational, financial and technical reports, as well as monitoring interest rates, environmental considerations, government and fiscal policy issues, employment and information technology requirements and cash control procedures. In this way, the key risk areas can be monitored effectively, and specialist expertise applied in a timely and productive manner.
The Board considers the Company’s wider supply chain, including material third-party suppliers and reliance on strategic partners.
The effectiveness of the Group’s system of internal controls is periodically reviewed by the Directors. Whilst they are aware that although no system can provide for absolute assurance against material misstatement or loss, they are satisfied that effective controls are in place.
Through its awareness of the potential risks (including those relating to climate change) facing the Group, the Board is able to take these matters into consideration when setting the Company’s strategy. The Board is cognisant that the presence of risks can also create opportunities and there is opportunity at Board meetings for such risks and opportunities to be raised and discussed. Directors are expected to avail themselves at short notice to enable the Company to respond promptly to any risks or opportunities that present themselves and warrant discussion or decisions to be made.
The Board has established an Audit Committee which is charged with monitoring the Company’s financial controls and authorised to access sufficient resources to perform its duties, including utilising staff, and seeking external advice and training.
The Company retains a firm of independent external auditors, the work of whom is described more fully in the Auditor’s Report within the Company’s Annual Report & Accounts.
Principle 6
Establish and maintain the board as a well-functioning, balanced team led by the chair
The Group is controlled and led by the Board of Directors with an established schedule of matters reserved for their specific approval.
The Board comprises:
Geoffrey Eyre | Non-Executive Chairman |
Richard Jennings | Executive Director and Interim Chief Executive Officer (appointed 5 April 2026) |
Paul Dulieu | Non-Executive Director (appointed 5 April 2026) |
Johan Hattingh | Technical Director (appointed 16 April 2026) |
Richard Jennings (together with his related parties) is a significant shareholder of the Company.
No director has a vote in respect of their own remuneration.
In view of the small number of directors the Board has determined there is no benefit in appointing a senior independent director.
Biographies of the Board members can be found on the Company’s website and in the Annual Report.
The Board is cognisant of that it currently lacks diversity in terms of socio-economic backgrounds, nationality, educational attainment, gender, ethnicity and age. Diversity of all types is one of the factors that will be considered in respect of any future appointments, whilst recognising that relevant knowledge, skill and merit, is of primary importance.
The Board meets regularly throughout the year and is responsible for the overall Group strategy, acquisition and divestment policy, approval of major capital expenditure and consideration of significant financial matters. It reviews the strategic direction of the Company and its individual subsidiaries, their annual budgets, their progress towards achievement of these budgets and their capital expenditure programmes.
The role of the Chairman is to supervise the Board and to ensure its effective control of the business, and that of the Chief Executive is to manage the Group on the Board’s behalf. All Board members have access, at all times, to sufficient information about the business, to enable them to fully discharge their duties. Also, procedures exist covering the circumstances under which the Directors may need to obtain independent professional advice. Ultimate responsibility for the quality and effectiveness of the board lies with the chair.
Shareholders are given the opportunity to vote annually on the election or re-election of each individual director.
The Board held 12 meetings during the year at which it considered matters of a routine nature. Directors’ attendance during the year ended 30 June 2025 was as follows:
| Board | Audit Committee |
John Wardle (appointed 15 August 2024; resigned 30 April 2026) | 8/8 | 1/1 |
Dennis Edmonds (resigned 5 April 2026) | 12/12 | – |
Geoffrey Eyre | 11/12 | 1/1 |
Gerard Kisbey-Green (resigned 25 September 2024) | 4/4 | – |
Peter Wilson (resigned 30 October 2024) | 3/6 | – |
Paul Dulieu (appointed 5 April 2026) | n/a | n/a |
Johan Hattingh (appointed 16 April 2026) | n/a | n/a |
Richard Jennings (appointed 5 April 2026) | n/a | n/a |
Principle 7
Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities
The Board has established two committees with clear terms of reference, being and Audit Committee and a combined Nomination & Remuneration Committee.
Each committee comprises Geoff Eyre as Committee Chair, and Paul Dulieu (appointed to both committees on 10 April 2026).
The Board is satisfied that Mr Eyre has recent and relevant financial experience in the context of his role as Audit Committee Chair.
Principle 8
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
In view of the size of the Board, the board performance review process is currently carried out informally, with each director having the opportunity to provide feedback on the performance of other individual directors, the committees, or the Board as a whole.
The Company Secretary maintains a record of any reported areas for monitoring, and is available to assist with arranging any training requirements identified.
The Terms of Reference of the Nomination & Remuneration Committee require it to review the results of any board effectiveness review that relate to the composition of the Board. The Nomination & Remuneration Committee is required to recommend the individual remuneration package of each executive director and the Company Secretary, their respective performance forming a part of that process.
There are no present plans to carry out an external board performance review.
With regards to succession planning, in view of the small size of the Board and number of employees, if performance issues are identified, the independent directors would discuss and agree potential succession plans.
Principle 9
Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The Board has adopted a remuneration policy which has been approved by shareholders. The Remuneration Policy sets out how remuneration components align to the Company’s purpose, strategy and culture, as well as its stage of development.
The Company has an Enterprise Management Incentive (“EMI”) share option plan in place for executives under which the executive directors and Company Secretary are entitled to participate.
Additional awards outside the EMI share option plan, including to Non-Executive Directors, have historically been made on an ad hoc basis. As the Company grows and develops, the Board intends to review the overall structure of equity-based remuneration incentives, at which time any new share option plans will be presented to shareholders for approval.
Principle 10
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders
The manner by which the Board seeks to understand and meet shareholder needs and expectations is set out under Principle 3.
Where appropriate, the views of shareholders are reported to, and discussed by the Board as a whole. Feedback received from, and comments made by, shareholders at the Company’s Annual General Meeting are normally discussed by the Board following the meeting.
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Kazera is focused on developing early-stage assets towards meaningful cash flow and resource realisation.
Kazera Global plc is an investing company listed on AIM, focused principally, but not exclusively, in the resources and energy sectors.
Kazera is committed to being a responsible operator and meeting good international industry practice standards, and placing the safety and wellbeing of employees first.
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