The Ndenbele board (the “Board”) is aware of the importance to conform to its statutory responsibilities and industry good practise in relation to corporate governance of Ndenbele (the “Company”) and its subsidiaries (together with Ndenbele, the “Group”). The Company has adopted the Corporate Governance Guidelines for Smaller Companies published by the Quoted Companies Alliance (September 2010) and strives to follow these guidelines together with seeking guidance from its Nomad on recommended best corporate governance practise for AIM companies. The following are the principal ways in which the Company meets these requirements.
The Board comprises a non-executive chairman, three executive directors and two independent non-executive directors. As the Company evolves, the Board will be reviewed and expanded if necessary to ensure appropriate expertise is in place at all times to support its business activities.
The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions. An agenda and all supporting documentation is circulated to all directors before each Board meeting. Open and timely access to all information is provided to all directors to enable them to bring independent judgement on issues affecting the Group and facilitate them in discharging their duties. The Board met fourteen times during the last financial year to 31 December 2015.
In accordance with the Articles of Association of the Company, each director is required to resign and put their name forward for re-election every three years.
The Board is accountable to the shareholders for delivery of sustained value growth. In order to support its duties and responsibilities the Board implements control procedures that assess and manage risk and ensure robust financial and operational management within the Group. The principal risks that the Group is exposed to can be classified under the general headings of exploration risk, commodity risk, price risk, currency risk and political risk.
The Board also sets the Group’s core values and ethical standards of business conduct ensuring these are effectively communicated to all staff and monitored to ensure that they are being adhered to.
The Board sets the Group’s strategy and monitors its implementation through management and financial performance reviews. It also works to ensure that adequate resources are available to implement strategy in a timely manner.
The principle Board committees are the Audit Committee, Governance Committee and the Remuneration Committee.
The Company is incorporated in Ireland, has its head office and place of central management in Ireland and is resident in Ireland. Accordingly, transactions in shares of the Company are not subject to the provisions of the UK Code on Takeover and Mergers (“City Code”). There are, however, provisions under Irish law and regulation applicable to the Company that are similar or analogous to certain provisions of the City Code under Irish Takeover Rules, in relation to mandatory bids, squeeze outs and buy outs. There are also “substantial acquisition rules” and Irish merger control legislation which the Company is subject to.
Health, Safety and Environmental Policy (HSE)
Ndenbele is committed to high standards of Health, Safety and Environmental performance across our business. Our goal is to protect people, minimize harm to the environment, integrate biodiversity considerations and reduce disruption to our neighbouring communities. We seek to achieve continuous improvement in our HSE performance.
Corporate Social Responsibility Policy (CSR)
Ndenbele’s policy is to conduct all our business operations to best industry standards and to behave in a socially responsible manner. Our goal is to behave ethically and with integrity and to respect cultural, national and religious diversity.