Corporate Governance Statement
Corporate Governance Statement

QCA Code

The Ironveld 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.
Ironveld is a High Purity Iron, Vanadium and Titanium project located on the Northern Limb of the Bushveld Complex in Limpopo Province South Africa. Ironveld expects to mine its own Vanadiferous Titaniferous Magnetite (VTM) deposits to provide feedstock for its Smelter to produce High Purity Iron, Vanadium and Titanium products.
In April 2017, the Board took the strategic decision to shift the immediate focus from constructing a 15 MW smelter to acquiring a 7.5 MW smelting facility and associated independent power plant in Middelburg, South Africa. Negotiations are currently in progress.

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.
We continue to work closely with the local communities to improve standards of living. We are incredibly proud of our Keep a Girl in School Programme, in which we work closely with our partners, the Imbumba Foundation and the Nelson Mandela Foundation, to provide hygiene support to some 600 female students at schools in the Project area. Work to introduce a support program to similarly encourage academic excellence amongst male students in the project area is ongoing with the support of the Imbumba foundation.
Ironveld fully abides by the provisions of the 2015 Modern Slavery Act. In accordance with its Code of Business Conduct and Ethics, Ironveld opposes the crime of slavery in all of its forms, including child labour, servitude, forced or compulsory labour and human trafficking.
Ironveld complies fully with all South African employment legislation, including covering maternity and paternity leave and equal pay.
Feedback from employees is received by line management heads and discussed with the CEO.
All employees are properly trained to carry out their duties, as per RSA 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.
The Board comprises the Chairman, two Executive Officers and three Non-Executive 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 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 and each of the committees can be found on the website and in the Annual Report.
The external time commitments are reported upon in the director’s biographies. The Nomination Committee is tasked with ensuring directors are aware of the time commitment requirements during the recruitment selection process and on an ongoing basis. They also help ensure during the year that appointees do not have time commitment issues.
The Board has met 8 times throughout the year with Rupert Fraser and Duncan Harvey missing one each.

Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

Annual report and accounts

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.
The Remuneration Committee has continued to review the Company’s remuneration policy and practices with the support of a respected third-party remuneration consultancy.
The Senior Independent Director to provide a sounding board for the Chairman and to assist in building relationships between major shareholders and the Board. The Senior Independent Director is available to shareholders if they have concerns which contact through the normal channels of Chairman, Chief Executive or other Executive Directors has failed to resolve or for which such contact is inappropriate.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Annual report and accounts AND website

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 Nomination Committee recommends and reviews nominees for the appointments of new Directors to the Board and ensures there is due process used in selecting candidates.
The Board assesses its performance annually through separate discussions on a constant basis throughout the year.
The Chairman and the Senior Independent Director (Mr Fraser) carry out those tasks.

Promote a corporate culture that is based on ethical values and behaviours

Annual report and accounts AND website

Comply.
Ironveld feel that the building and maintaining good relationships with stakeholders where it operates is not only an important part of Ironveld’s strategy and its commitment to be 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, two Executive Officers and three Non-Executive 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.

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.