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 Disclosure Comply or Explain
Establish a strategy and business model which promote long-term value for shareholders Annual report and accounts Comply

Kazera Global is an investment company focused on opportunities principally, but not exclusively in the resources and energy sectors. The Company’s first investment is in African Tantalum, a Namibian based operation.

Kazera Global plc 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:

(a)          equity securities (predominantly unlisted);

(b)         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

(c)          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 time.

No material change will be made to the Company’s investing policy without the approval of Shareholders.

Seek to understand and meet shareholder needs and expectations Website Comply

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 and a contact form is also included.

The directors meet with institutional shareholders on a regular basis to understand their expectations and elicit feedback. The Company holds an AGM which provides private shareholders with an opportunity to ask questions and engage with Company management. Investors are actively encouraged to attend our AGM.

The Company also has a social media account (Twitter) through which the Company maintains a dialogue with shareholders and interested parties.

Take into account wider stakeholder and social responsibilities and their implications for long-term success Website Comply

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.

Kazera complies fully with all Namibian employment legislation.

Embed effective risk management, considering both opportunities and threats, throughout the organisation Annual report and accounts Comply

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 Group Board and subsidiary Boards maintain close day to day involvement in all of the Group’s 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 system of internal financial controls, for the year to 30 June 2017 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.

Maintain the board as a well-functioning, balanced team led by the chair Annual report and accounts Comply

As the Board is small, it is not deemed appropriate to have audit, remuneration or nominations committees and the responsibilities which would normally be assumed by such committees are assumed by the Board as a whole for the moment.

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 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.

Detailed biographies of the Board members can be found on the website and in the Annual Report.

Giles Clarke was independent on appointment as Chairman and Nick Harrison was independent on appointment. The Board has subsequently changed with Larry Johnson’s appointment.

The external time commitments are reported upon in the director’s biographies.

Throughout the year, there has been 8 Board meetings, with all Directors in attendance.

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities Annual report and accounts Comply /Partial Comply

Detailed biographies of the Board members can be found on the website and in the Annual Report, including their relevant experiences, skills and capabilities.

All Directors receive detailed induction training upon joining the Board, covering compliance issues, risk management considerations, Board processes and corporate governance considerations.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement Annual report and accounts AND website Comply /Partial Comply

The Board continue to conduct internal and external Board evaluations which consider the balance of skills, experience, independence and knowledge of the Company. The evaluation process, the Board refreshment, use of third-party search companies and succession planning elements are discussed.

The Board evaluation of the CEO’s performance is carried out on an annual basis. Given the level of activity and size of the Company, no other evaluation is seen as appropriate.

Promote a corporate culture that is based on ethical values and behaviours Annual report and accounts AND website Comply /Partial Comply

Kazera feel that the building and maintaining good relationships with stakeholders where it operates is not only an important part of Kazera’s strategy and its commitment to being an ethical business, but also ensures the Company is able to create value for all of its stakeholders.

Maintain governance structures and processes that are fit for purpose and support good decision-making by the board Website Comply

The Board comprises the Chairman, one Executive Officer and one Director.

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.

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders Annual report and accounts AND website Comply

The Company communicates with shareholders through the Annual Report and Accounts, full-year and half-year results announcements and the Annual General Meeting (AGM).

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 CSR page of the website.