The Board recognises the value and importance of maintaining the highest standards of corporate governance and is committed to the principles and best practice of good corporate governance. Although compliance with the 2018 UK Corporate Governance Code (“the 2018 Code”) is not compulsory for AIM companies the directors aim to apply its provisions where practicable and in relation to the size and stage of development of the Company.
In addition, as a company admitted to the ASX Official List, the Company will also comply with the ASX Corporate Governance Principles and Recommendations (ASX Corporate Governance Council, 3rd Edition). These principles require ASX listed entities to release an annual corporate governance statement (at the same time as its annual report) which must disclose the extent to which the entity has followed the corporate governance recommendations set by the ASX Corporate Governance Council in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.
The Board is conscious that the corporate governance environment is constantly evolving and the charters and policies under which it operates its business are monitored and amended as required.
Since inception, the Company has the following appropriately constituted committees, each with formally delegated duties and responsibilities set out in respective written Terms of Reference:
- Audit and Risk Committee
- Remuneration and Nomination Committee
- Health, Safety and Environmental Committee
The Company also has in place appropriate guidance, training, policies and procedures to ensure compliance with the Bribery Act 2010 and Australian and South African laws governing anti-bribery and anti-corruption.
The Company has provided a statement below setting out in broad terms how it complies with the 2018 Code and will provide annual updates to this statement. The statement was last reviewed on 19 March 2020.
Further details can be found in the Corporate Governance section of the latest Annual Report.
Board Leadership and Company Purpose
Kore Potash is focused on bringing its world-class potash projects into production for the benefit of all stakeholders.
Through the development of the Sintoukola potash basin in the Republic of the Congo (RoC), Kore Potash is working to bring a number of globally significant potash deposits into production and intends to be one of the lowest cost suppliers of potash globally.
The Group’s communication strategy requires communication with shareholders and stakeholders in an open, regular and timely manner. In this regard the Group strives to engage transparently and effectively on a continuous basis with a variety of stakeholders, including shareholders, employees, contractors, suppliers, government bodies and local communities and environment in which it operates.
In order for the Company to meet its responsibilities to shareholders and stakeholders:
- the Chairman, CEO and CFO have frequent face-to-face meetings throughout the year with some of the major shareholders, as well as with analysts and brokers;
- the two largest shareholders, SGRF and SQM, by virtue of their respective Investment Agreements has each appointed a Director to the Board and are as such involved in all principal decisions taken by the Board, other than in cases where conflicts of interest may arise;
- formal procedures to deal with Directors’ conflicts of interests are in place;
- all other existing substantial shareholders have regular meetings throughout the year with the Chairman, CEO and CFO;
- an open line of communication between its employees, senior management and the Board of Directors is maintained;
- a prompt payment policy is maintained to ensure that all liabilities are settled within each supplier’s terms;
- corporate and local management work closely with contractors and suppliers in the UK and the RoC to ensure they work within the parameters of their respective terms of engagement and do not have a detrimental effect on the Company’s business and project timeline;
- significant cognisance is taken of the importance to the communities in which the Group operates; and
- good relationships have been established with the official local and country establishments, with whom regular contact and consultation is maintained.
Non-Executive Directors, including the chair of each Committee, are usually available at and following general meetings of the Company when shareholders have the opportunity to ask questions on the business of the meeting and more generally on Company matters.
The Board is led by David Hathorn, who has been the Non-Executive Chairman for approximately 2 and a half years, having been appointed a Director and Non-Executive Chairman on 25 August 2017. He was considered independent on appointment and, in the Board’s view, continues to remain independent as he is not involved in any executive capacity, has no material business relationships with the Company nor is associated with any such material investor and has no close family or other business relationships with the Company or any of its Directors or senior executives.
The Non-Executive Chairman works closely with the CEO to ensure effective decision making and the successful delivery of the Group’s strategy.
The UK Code recommends that the Board should appoint one of its independent Non-Executive Directors to be the Senior Independent Director. The Senior Independent Director should be available to shareholders if they have concerns over an issue that the normal channels of communication (through the Chairman, the Chief Executive Officer or the Chief Financial Officer) have failed to resolve or for which such channels of communication are inappropriate. The Company’s Senior Independent Director is David Netherway.
The 2018 Code also suggests the appointment of a designated Non-Executive Director to engage with the workforce and accordingly David Netherway has been so appointed.
Division of Responsibilities
The division of responsibilities between the Non-Executive Chairman and the CEO is clearly defined in writing. However, they work closely together to ensure effective decision making and the successful delivery of the Group’s strategy.
Each Non-Executive Director, including the Senior Independent Director, has a Letter of Appointment in place to ensure they clearly understand the requirements of their role.
Composition, Succession and Evaluation
The Board consists of one Executive Director and five Non-Executive Directors, including the Non-Executive Chairman. At all times during the year at least half the Board, excluding the Non-Executive Chairman, was considered to be independent.
In addition to the Non-Executive Chairman, the Board considers David Netherway and Jonathan Trollip to be independent as they are not involved in any executive capacity, have no business relationships with the Company nor are associated with any such investor and have no close family or other business relationships with the Company or any of its directors or senior executives. Given the small quantum of shares held by and Performance Rights and Options awarded to each independent Non-Executive Director the Board is of the view that these do not affect their independent judgement.
The structure of the Board ensures that no one individual or Group dominates the decision-making process.
The Remuneration and Nomination Committee, which comprises entirely of independent Non-Executive Directors, identifies and recommends to the Board candidates to become new directors to fill casual vacancies as and when they arise. Further, the Committee gives full consideration to succession planning for Directors, including Executive Directors.
An internal evaluation of the board and its committees is undertaken each year and in addition, an appraisal of the Non-Executive Chairman’s performance is led by the Senior Independent Non-Executive Director at that time. The latest evaluations identified that there were no significant areas of development that required appropriate action to be taken.
Audit, Risk And Internal Control
The Board has carried out a robust assessment of the Company’s emerging and principal risks, details of which are set out within the Review of Operations and Strategic Report in the Annual Report. In addition, the Company has a Risk Matrix which is reviewed by the Board on a regular basis. The Board considers the Company’s risk management and internal control systems to be sound and effective.
The Remuneration and Nomination Committee meets on a regular basis during the year to review the remuneration of Executive Directors and senior management including new employees and those departing and seeks to align incentives with Company performance and achieving stated objectives.
The remuneration of Non-Executive Directors is determined by the Board, taking cognisance of the Company’s Articles of Association and their time commitment and responsibilities. Additional remuneration is paid to the Chairman of the Board and the chair of each Board Committee in order to reflect the time commitment and responsibilities required for those roles.
The Non-Executive Chairman has been awarded Share Options, as approved by shareholders at the 2019 AGM. The Share Options have been structured to recognise the Company’s current state of development and the key project milestones that are critical to the success of the Company, which may result in the Share Options being exercisable within three years from award. Following the achievement of these project milestones and the expiration and/or satisfaction of the conditions of the Share Options, the Board intends to adopt a new incentive scheme that will be more in line with the recommendations of the Code.
Audit and Risk Committee
The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, including reviewing the Group’s annual and half year financial statements and accounting policies, internal and external audit and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors and advising on the appointment of external auditors.
The Committee is responsible for ensuring the integrity of the financial information reported to shareholders and internal control systems and ensuring effective risk management and financial control frameworks have been implemented. The Committee also ensures that appropriate procedures, resources and controls are in place to comply with the AIM Rules for Companies and the Market Abuse Regulations, monitors compliance thereof and seeks to ensure that the Company and its nominated advisor are in contact on a regular basis.
The 2018 Code recommends that the Audit Committee for smaller companies should comprise a minimum of two independent Non-Executive Directors and that the Chairman of the Board may be a member of the committee. Accordingly, the Audit and Risk Committee currently comprises of two independent Non-Executive Directors, David Netherway, who is considered by the Board to have recent and relevant financial experience and who chairs the Committee and Jonathan Trollip. The Audit and Risk Committee meets formally at least twice a year and otherwise as required. The Audit and Risk Committee also meets with the Company’s external auditors at least twice a year.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is responsible for considering and recommending Board candidates for election or re-election, reviewing succession planning, determining the terms of employment and total remuneration of the Executive Director and Chairman and considering the Group’s incentive schemes.
The 2018 Code recommends that the Remuneration Committee for smaller companies should comprise a minimum of two independent Non-Executive Directors and the Chairman of the Board, if independent upon appointment, may be a member but should not be the chair of the Remuneration Committee. Accordingly, the Remuneration and Nomination Committee comprises of two independent Non-Executive Directors, Jonathan Trollip, who chairs the Committee and David Netherway and David Hathorn. The Committee meets formally at least twice a year and at such other times as required.
Health, Safety and Environmental Committee
The Health, Safety and Environmental Committee is responsible for assisting the Board in fulfilling its oversight responsibilities with respect to health, safety and environmental matters affecting the Group, including recommending health, safety and environmental policies and policy changes to be adopted by the Group, reviewing compliance status and any material non-compliance and, in the event of an incident, reviewing the incident and remedial actions being taken.
The Health, Safety and Environmental Committee comprises of David Netherway, who chairs the Committee, David Hathorn, Brad Sampson and Gavin Chamberlain (COO).
Health, safety and environmental matters are reported on each month in management reporting to the Board and are part of each Board meeting agenda. With limited operational activity during the feasibility study phases, creating a low risk environment, no separate Health, Safety and Environment Committee meetings were held in 2019.
Further details of the responsibilities of each Committee and their respective work during 2019 are contained in the 2019 Annual Report.
Share Dealing Code
The Company has adopted a share dealing code for Directors and applicable employees (within the meaning given in the AIM Rules for Companies) in order to ensure compliance with Rule 21 of the AIM Rules for Companies and the provisions of the Market Abuse Regulations relating to dealings in the Company’s securities. The Board considers that the Share Dealing Code is appropriate for the Company whose shares are admitted to trading on AIM, the JSE and the ASX.
Directors’ Remuneration and Share Option Schemes
The Company’s Non-Executive Directors (other than José Antonio Merino) have received a one-off award of Performance Rights under the Company’s Performance Rights Plan which entitles the holder to one ordinary share on vesting. The award of Performance Rights to the Non-Executive Directors was approved by shareholders at the 2018 Annual General Meeting. The Performance Rights are not subject to any performance criteria. Given the small quantum of Performance Rights awarded to each Non-Executive Director, the Board is of the view that these Performance Rights do not affect the independent judgement of the independent Non-Executive Directors.