“The Board has delegated certain responsibilities to standing sub-committees, which operate within defined terms of reference”
Subject to specific fundamental, strategic and formal matters reserved for its decision, the Board has delegated certain responsibilities to standing sub-committees, which operate within defined terms of reference laid down by the Board. There are three principal standing committees, led by non-executive chairmen, and written terms of reference per recommended best practice for AIM listed companies/ICSA, and per requirements from co-operating partners.
The Board currently has the following sub-committees to assist with its duties:
- To ensure the integrity of the financial reporting and audit process, and to review the interim and financial reports before they are submitted for Board approval.
- To ensure that a sound risk management and internal control system is maintained, and to review the system for compliance with applicable laws and regulations.
- To give due consideration and review of corporate governance matters in accordance with relevant frameworks, including the LuSE and UK Corporate Governance Codes.
- To monitor and review the reports and function of the Internal Audit department, which requires evaluation of the effectiveness of risk management, control, compliance and governance processes for the Group.
- To consider and make recommendations to the Board regarding the appointment/reappointment of the Group’s external auditors, to be put to shareholders for approval at the Annual General Meeting.
- Members meet the external auditors without the presence of any Executive Director at least once a year.
- Chairman: Dr. Lawrence Sikutwa
- Members: Graham Clark, David Osborne
- Independent Advisor and Co-opted Member: Hastings Mtine
- To regularly review the structure, size, knowledge, experience and diversity of the Board and sub-committees of the Board, and make recommendations regarding any changes required.
- To be responsible for identifying, evaluating and nominating, for the approval of the board, candidates to fill Board vacancies.
- To give full consideration to succession planning for Directors and other senior executive management, in particular for the key roles of Chairman and Chief Executive Officer. The appointment of the CEO and directors can only be made following a formal, rigorous assessment by this committee, having also evaluated the balance of skills, knowledge, experience and diversity on the Board, and its formal recommendations being made to the Board.
- To determine and agree with the Board the framework or Board policy for the remuneration of the Chief Executive, the Chairman of the Board, the Executive Directors, the Company Secretary, and such other members of the executive management of the Group to whom the Board has extended the remit of the Committee.
- In determining the remuneration policy, take into account all factors which it deems necessary, including relevant legal and regulatory requirements, the provisions and recommendations of the UK Corporate Governance Code, and other associated guidance. The objective of such policy shall be to ensure that members of the executive management of the Group are provided with appropriate incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual contributions to the success of the Group.
- The Committee ensures clear, transparent reporting of the Remuneration Committee’s agreed fees and remuneration, for both the Executive Directors and non-executive directors, in the formal Report of the Directors in the Annual Report. This requires formal approval by the shareholders in an AGM. The Chairman ensures he is available to address any questions/comments put forward by the shareholders in the AGM regarding directors’ fees and remuneration.
- Perform evaluations of the Board, Board Committees, respective Chairmen and non-executive directors, and recommend training where necessary.
- Chairman: David Osborne
- Members: Dr Lawrence Sikutwa, John Rabb, Graham Clark
- Provide strategic advice and guidance to the Board regarding systemic and strategic environmental and social issues which affect the Group’s business model and strategy.
- Ensure the Group has adequate and robust systems, policies and procedures in place for monitoring the environmental and social management of the Group, in accordance with applicable legislation and Good International Industry Practice (GIIP), defined by IFC Performance Standards.
- Monitor the implementation of the Environmental and Social Action Plan (ESAP) and any corrective action plans that may be developed in due course.
- Oversee any Group investigations relating to breaches of ES laws, regulations and standards, and/or the Group’s ES policy management systems and plans.
- Ensure good corporate citizenship through promotion of equality, prevention of unfair discrimination and reduction of corruption.
- Ensure contribution to development of the communities in which its activities are predominantly conducted, or within which its products or services are predominantly marketed.
- Monitor the ethical conduct of the Group, its executives and senior officials.
- Chairman: Graham Clark
- Members: Tim Pollock, John Rabb, Dr. Lawrence Sikutwa