QCA Code
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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 2018 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
Establish a strategy and business model which promote long-term value for shareholders
Disclosure
Annual report and accounts
Comply or Explain
Comply
Kazera Global plc is an investment company focused on opportunities principally, but not exclusively in the resources and energy sectors. As at 30 June 2024, the Company had a 64% beneficial interest in Deep Blue Minerals Pty Ltd (see Note 14) and a 60% beneficial interest in Whale Head Minerals Pty Ltd, each of which is incorporated and operates in South Africa. Following the year-end, the Company announced on 7 August 2024 that it had entered into an agreement with Tectonic Gold Plc (“Tectonic”) to purchase Tectonic’s 10% shareholdings in each of Deep Blue Minerals Pty Ltd and Whale Head Minerals Pty Ltd, bringing Kazera’s interest up to 74% and 70%, respectively.
In December 2022, the Company agreed to dispose of its African Tantalum business in Namibia, and relinquished control of that company on 4 January 2023. The purchaser has defaulted on its payment obligation (having made only partial payment). Following the year-end, in September 2024, the Company referred the matter to arbitrators to seek resolution.
Kazera seeks to achieve shareholder return primarily via capital appreciation through the purchase and sale of securities and other direct investments in companies and projects primarily in, but not limited to, Africa within the mining and resource sectors (the “Target Sectors”) including traditional direct investments in securities and similar financial instruments including any combination of the following:
- equity securities (predominantly unlisted);
- listed and unlisted debt securities that may be rated or not rated (bonds, debt instruments, convertible bonds and bonds with warrants, fund-linked notes with a capital guarantee, loan facilities etc.); and
- hybrid instruments.
The Company may exploit a wide range of investment opportunities within the Target Sectors as they arise and, to this end, the Company has complete flexibility in selecting the specific investment and trading strategies that it sees fit in order to achieve its investment objective. In this regard, the Company may seek to gain board representation and/or managerial control in its underlying investments if it deems to be the best way of generating value for Shareholders.
Opportunities will be chosen through a careful selection process which will appraise both the fundamental factors specific to the opportunity as well as wider economic considerations. Typical factors that will be considered are the strength of management, the quality of the asset base, the investment’s scale and growth potential, the commodity price outlook, any geopolitical concerns, the underlying financial position, future working capital requirements as well as potential exit routes. Investments may be in the form of buy-outs, controlling positions (whether initially or as a result of additional or follow-on investments) or strategic minority investments.
There is no fixed limit on the number of projects or companies into which the Company may invest, nor the proportion of the Company’s gross assets that any investment may represent at any given time. No material change will be made to the Company’s investing policy without the approval of Shareholders.
The key challenges to executing the Company’s purpose, business model and strategy are the organisational, operational, financial and strategic risks, all of which are outlined in the Strategic Report on page 7 of the Annual Report 2024, as well as steps the Board takes to protect the Company by mitigating these risks and secure a long-term future for the Company.
Principle
Seek to understand and meet shareholder needs and expectations
Disclosure
Website
Comply or Explain
Comply
The Board recognises the importance of communication with its stakeholders and is committed to establishing constructive relationships with investors and potential investors in order to assist it in developing an understanding of the views of its shareholders.
Kazera also maintains a dialogue with shareholders through formal meetings such as the AGM, which provides an opportunity to meet, listen and present to shareholders, and shareholders are encouraged to attend in order to express their views on the Company’s business activities and performance. Members who have queries regarding the Company’s AGM can contact the Company’s Registrars, Link Asset Services on the Shareholder helpline.
The Board welcomes feedback from key stakeholders and will take action where appropriate. The Chairman of the Board is the shareholder liaison and is committed to meeting shareholders regularly and informs other directors of their views and suggestions. Analysts provide the Board with updates on the Company’s business and how strategy is being implemented, as well as to hear views and expectations from shareholders. The views of the shareholders expressed during these meetings are reported to the Board, ensuring that all members of the Board are fully aware of the thoughts and opinions of shareholders.
As part of our commitment to shareholder engagement we have been seeking the views of shareholders through outreach campaigns and roadshows. The Company maintains effective contact with its principal shareholders and welcomes communications from its private investors. The Company’s Financial PR contact details are listed on the website where a contact form is also included.
The Company also has a social media account, X (formerly Twitter), through which the Company keeps shareholders and interested parties updated on non-regulatory developments.
Information on the Investor Relations section of the Company’s website is kept updated and contains details of relevant developments, Annual and Interim Results, Regulatory News Service announcements, presentations and other key information.
Principle
Take into account wider stakeholder and social responsibilities and their implications for long-term success
Disclosure
Website
Comply or Explain
Comply
The Board recognises that the long-term success of the Company is reliant upon the efforts of employees, regulators and many other stakeholders. The Board has put in place a range of processes and systems to ensure that there is close oversight and contact with its key resources and relationships. The Company prepares and updates its strategic plan regularly together with a detailed rolling budget and financial projections which consider a wide range of key resources including staffing, consultants and utility providers.
The Board is kept updated on questions / issues raised by stakeholders and incorporates information and feedback into future decision making.
Kazera fully abides by the provisions of the 2015 Modern Slavery Act. In accordance with its Code of Business Conduct and Ethics, Kazera opposes the crime of slavery in all of its forms, including child labour, servitude, forced or compulsory labour and human trafficking. Employee feedback is not relevant at present given retrenchment and realignment of activities.
All employees within the Group are valued members of the team, and the Board seeks to implement provisions to retain and incentivise all its employees. The Group offers equal opportunities regardless of race, gender, gender identity or reassignment, age, disability, religion or sexual orientation. The Directors are in constant contact with employees and seek to provide continual opportunities in which issues can be raised allowing for the provision of feedback. This feedback process helps to ensure that new issues and opportunities that arise may be used to further the success of the Company. Share options and other equity incentives are offered to employees. Kazera requires that its subsidiaries fully comply with all relevant local legislation, including in respect of employment and health & safety legislation.
Principle
Embed effective risk management, considering both opportunities and threats, throughout the organisation
Disclosure
Annual report and accounts
Comply or Explain
Comply
The Board recognises the need for an effective and well-defined risk management process and it oversees and regularly reviews the current risk management and internal control mechanisms.
The Board regularly reviews the risks facing the Company, including those detailed in the Strategic Report on pages 7 to 11 of the Annual Report 2024, and seeks to exploit, avoid or mitigate those risks as appropriate. The Board is responsible for the monitoring of financial performance against budget and forecast, and the formulation of the Company’s risk appetite including the identification, assessment and monitoring of Kazera’s principal risks. Additionally, the Board reviews the mechanisms of internal control and risk management it has implemented on an annual basis and assesses both for effectiveness.
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.
The Board seeks to make investments in companies which already have a strong and effective culture which recognises the importance of good governance, including risk management. The Board is mindful therefore, of striking an appropriate balance between satisfying itself that investee companies have appropriate governance structures including risk management processes, and actively embedding risk management procedures in the executive capacity envisaged by the QCA Code.
As the Company’s governance framework matures, the Board will increasingly be involved in strategic investment decisions, allowing subsidiary boards to operate independently. Where the Company has an interest in excess of 50% or more in an investee Company, the Board acknowledges its responsibility for ensuring that its subsidiary companies have embedded effective governance procedures including risk management procedures. In such cases, the Board will receive reports from the Group’s subsidiary boards (or other investee companies where it is deemed appropriate), in order to enable the Board to take action, should it be required.
The Board, and subsidiary boards, maintain close day to day involvement in all of their respective activities which enables control to be achieved and maintained. This includes the comprehensive review of both management and technical reports, the monitoring of 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 effectiveness of the Group’s internal financial controls, for the year to 30 June 2024 and for the period to the date of approval of the financial statements, has been 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.
Principle
Maintain the board as a well-functioning, balanced team led by the chair
Disclosure
Annual report and accounts
Comply or Explain
Comply
The Board recognises the QCA recommendation for a balance between Executive and Non-Executive Directors and the recommendation that there be at least two Independent Non-Executives.
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.
Independent directors
The Board currently comprises of the Non-Executive Chairman, the Chief Executive Officer, and one Independent Non-Executive Director. Whilst this does not satisfy the QCA Code recommendation for the appointment of two independent non-executive directors, the Board considers it to be commensurate to the early stage of development of the Group’s operating businesses and available financial resources. The composition of the Board will continue to be reviewed and the Company will seek to meet the recommendations of the QCA Code as soon as reasonably practicable in the context of the Group’s operations and financial strength.
All Directors are encouraged to use their judgement and to challenge matters, whether strategic or operational, enabling the Board to discharge its duties and responsibilities effectively. The Board maintains that the Board’s composition will be frequently reviewed as the Company develops. The Audit and Nomination & Remuneration committees comprise the Chairman, John Wardle, and Independent Non-Executive Director, Geoffrey Eyre.
The time commitment
At the present time, the CEO is expected to provide at least 75% of his working time to matters pertaining to the Company and its subsidiaries, or as much time is as required to fulfil this role.
In view of the Company’s stage of development, the time commitment required of non-executive directors, including the Chairman is determined by the needs of the business. It is a requirement under the terms of their respective service agreements that all non-executive directors have due regard for any other commitments they may have, to ensure they will have sufficient time available to commit to the needs of the business.
Meetings of directors
The Group is controlled and led by the Board of Directors with an established schedule of matters reserved for their specific approval. 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 Board held four meetings during the year at which it considered all matters of a routine nature. Director’s attendance during the year ended 30 June 2024 was as follows:
- John Wardle Board (appointed 15 August 2024) = n/a
- Dennis Edmonds = 4/4
- Geoffrey Eyre = 4/4
- Gerard Kisbey-Green (resigned 25 September 2024) = 4/4
- Peter Wilson (appointed 19 April 2023, resigned 30 October 2024) = 3/4
In addition to the full, scheduled board and committee meetings, the Directors routinely meet during the intervening periods, and pass resolutions in writing, as appropriate.
The Audit Committee met once during the year and also passed written resolutions once during the year.
The Nomination & Remuneration Committee did not meet during the year. The absence of committee meetings during the year is reflective of the small size of the Board and its duties were discharged by the Board as a whole.
The Board meets regularly and is responsible for formulating, reviewing and approving the Group’s strategy, budgets, performance, major capital expenditure and corporate actions. Detailed biographies of the Board members can be found on the website and in the Directors’ Report on page 14 of the Annual Report 2024.
Gerard Kisbey-Green served as Chairman throughout the year ended 30 June 2024 and until 15 August 2024. John Wardle succeeded Mr Kisbey-Green as Chairman on 15 August 2024.
Directors’ external time commitments are reported upon in the director’s biographies.
The Directors of the Company are committed to sound governance of the business and each devotes enough time to ensure this happens.
Directors’ conflict of interest
The Board is aware of the other commitments and interests of its Directors, and changes to these commitments and interests are reported to and, where appropriate, agreed with the rest of the Board.
Principle
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
Disclosure
Annual report and accounts
Comply or Explain
Comply /Partial Comply
The Company believes that the current balance of skills in the Board as a whole reflects a very broad range of personal, commercial and professional skills, and notes the range of financial and managerial skills. The Non-Executive Directors maintain ongoing communications with Executives between formal Board meetings.
Biographical details of the Directors can be found on the Company’s website and in the Directors’ Report on page 14 of the Annual report 2024.
The Board has appointed an experienced and qualified Company Secretary to help Kazera comply with all applicable rules, regulations and obligations governing its operation. The Company’s Nominated Advisor (“Nomad”) assists with AIM-related matters and ensures that all Directors are aware of their responsibilities as directors of an AIM company. The Company can also draw on the advice of its solicitors.
The Directors have access to the Company’s Nomad, Company Secretary, lawyers and auditors as and when required and are able to obtain advice from other external bodies when necessary. If required, the Directors are entitled to take independent legal advice and if the Board is informed in advance, the cost of the advice will be reimbursed by the Company.
All directors are expected to keep their skillsets up to date. The seniority of the individuals is such that they are expected to identify any training gaps they may have. This is supplemented by the Board performance review, through which additional training recommendations may be identified and where such opportunities for additional training are identified, the Company will provide the necessary resources.
Board composition is always a factor for consideration in relation to succession planning. The Nomination & Remuneration Committee will seek to consider any Board imbalances for future nominations, with areas considered including board independence and gender balance, and makes recommendations to the Board.
Principle
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
Disclosure
Annual report and accounts and website
Comply or Explain
Comply /Partial Comply
The Directors consider that the Company and the Board are not yet of a sufficient size for a full board evaluation to make commercial and practical sense. The Directors can discuss any areas where they feel a change would benefit the Company, and the Company Secretary, who has appropriate experience in arranging and carrying out board performance/effectiveness reviews is available to provide impartial advice.
The Board continues to conduct informal internal Board evaluations which consider the balance of skills, experience, independence and knowledge of the Company. The evaluation process, the Board refreshment, decision on whether to use third-party search companies and succession planning elements are kept under review.
The Board evaluation of the CEO’s performance is carried out on an annual basis by the Chairman. Given the level of activity and size of the Company, no other evaluation is seen as appropriate.
In view of the size of the Board, the responsibility for proposing and considering candidates for appointment to the Board as well as succession planning is retained by the Board. All Directors submit themselves for re-election at the AGM at regular intervals.
Principle
Promote a corporate culture that is based on ethical values and behaviours
Disclosure
Annual report and accounts and website
Comply or Explain
Comply /Partial Comply
The Board recognises that its decisions regarding strategy and risk will influence the corporate culture and performance of the Company as well as the wider Group. The Board is aware that the tone and culture set by the Board will greatly impact all aspects of the Company and the Group as a whole and the way that employees behave. The corporate governance arrangements that the Board has adopted are designed to ensure that the Company delivers long term value to its shareholders, and that shareholders have the opportunity to express their views and expectations for the Company in a manner that encourages open dialogue with the Board.
Therefore, a culture focused on sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives.
A large part of the Company’s activities is centred upon an open and respectful dialogue with employees, clients and other stakeholders. Therefore, the importance of sound ethical values and behaviours is crucial to the ability of the Company to successfully achieve its corporate objectives. The Directors consider that the Company has an open culture facilitating comprehensive dialogue and feedback and enabling positive and constructive challenge. Whilst the Company has a small number of employees, the Board maintains that as the company grows it intends to maintain and develop strong processes which promote ethical values and behaviours across all hierarchies.
The Board has adopted an anti-corruption and bribery policy (Bribery Policy). The Bribery Policy applies to all Directors and employees of the Group, and sets out their responsibilities in observing and upholding a zero-tolerance position on bribery and corruption, as well as providing guidance to those working for the Company on how to recognise and deal with bribery and corruption issues and the potential consequences.
The Board complies with Rule 21 of the AIM Rules for Companies relating to dealings in the Company’s securities by the Directors and other Applicable Employees. To this end, the Company has adopted a code for Directors’ dealings appropriate for a company whose shares are admitted to trading on AIM and takes all reasonable steps to ensure compliance by the Directors and any relevant employees.
Principle
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
Disclosure
Website
Comply or Explain
Comply
The Board is committed to, and ultimately responsible for, high standards of corporate governance. The Board reviews the Company’s corporate governance arrangements regularly and expect these to evolve this over time, in line with the Company’s growth and activities. The Board delegates responsibilities to Committees and individuals as it sees fit.
The Chairman’s principal responsibilities are to ensure that the Company and the Board are acting in the best interests of shareholders. His leadership of the Board is undertaken in a manner which ensures that the Board retains integrity and effectiveness, and includes creating the right board dynamic and ensuring that all important matters, in particular strategic decisions, receive adequate time and attention at Board meetings.
The Chairman and CEO are currently the key contacts for shareholder liaison and can be contacted by emailing info@kazeraglobal.com or kazera@stbridepartners.co.uk.
Executive Directors are responsible for the general day-to-day running of the business and developing corporate strategy.
The CEO has, through powers delegated by the Board, the responsibility for leadership of the management team in the execution of the Group’s strategies and policies and for the day-to-day management of the business. He is responsible for the general day-to-day running of the business and developing corporate strategy while the Non-Executive Director is tasked with constructively challenging the decisions of executive management and satisfying themselves that the systems of business risk management and internal financial controls are robust.
All Directors participate in the key areas of decision-making, including the following matters:
- Strategy
- Budgets
- Performance
- Major Capital Expenditure
- Corporate Actions
The Board has delegated authority to the Audit Committee to assist in all matters relating financial reporting, internal controls and risk management, and compliance.
Matters relating to remuneration are addressed by the Nomination & Remuneration Committee, and the Committee makes recommendations to the Board when appropriate.
The Chairman and the Board continue to monitor and evolve the Company’s corporate governance structures and processes, and maintain that these will evolve over time, in line with the Company’s growth and development.
Principle
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
Disclosure
Annual report and accounts and website
Comply or Explain
Comply
The Board is committed to maintaining effective communication and having constructive dialogue with its stakeholders. The Company intends to have ongoing relationships with both its private and institutional shareholders (through meetings and presentations), and for them to have the opportunity to discuss issues and provide feedback at meetings with the Company. In addition, all shareholders are encouraged to attend the Company’s Annual General Meeting. The Board already discloses the result of General Meetings by way of announcement and ordinarily discloses the proxy voting numbers to those attending the meetings and publishes proxy voting results on its website.
The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year results announcements and the Annual General Meeting (AGM). Information on the Investor Relations section of the Group’s website is kept updated and contains details of relevant developments, regulatory announcements, financial reports and shareholder circulars. A range of corporate information (including all Company announcements and presentations) is also available to shareholders, investors and the public on the Company’s corporate website.
A detailed description of the Board Committees can be found on the Investors section of the Company’s website, at www.kazeraglobal.com.
Shareholders with a specific enquiry can contact us on the website contact page. The Company uses electronic communications with shareholders in order to maximise efficiency.
Discover more...
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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