Corporate governance statement
Rio Tinto Integrity and Compliance Programme
We adopt the Rio Tinto Integrity and compliance programme which ensures that we meet the Group's integrity and compliance commitment set out in The way we work, our global code of business conduct, which applies to all employees and contractors.
Our board of directors executes the mandate they have received from our shareholders to ensure that Rössing Uranium Limited is a world-class and responsible company by putting an executive team in place with certain targets to be achieved.
Furthermore, the board is responsible for ensuring that the company is run in accordance with its mandate as defined in Rössing Uranium's Articles of Association, and that the various stakeholder interests are balanced and receive the required attention.
Rössing Uranium has a unitary board. The roles of the chairperson and managing director are separate and distinct, and the current number and stature of the independent directors serving on the board ensure that sufficient independence is applied when members make significant decisions.
The board is constituted with the appropriate mix of skills, experience and diversity to serve the interest of the company and its stakeholders.
The board of directors are constituted as indicated here, with four meetings having been held during 2015.
Functions of the board
A board charter governs the workings of the board of directors, while the Nomination and Remuneration Committee monitors the board's performance. The board is responsible for adopting a corporate strategy, major plans of action and for monitoring operational performance. This includes identifying risks which impact on the company's sustainability as well as monitoring risk management and internal controls, compliance management, corporate governance, business plans, key performance indicators, non-financial criteria and annual budgets.
The board is also responsible for managing successful and productive stakeholder relationships. All directors carry full fiduciary responsibility and owe a duty of care and skill to the company. The board meets quarterly, with additional meetings convened as required.
Special purpose vehicles
The company has established two special purpose vehicles, namely the Rössing Foundation and the Rössing Environmental Rehabilitation Fund, which are managed independently from Rössing Uranium by their own sets of trustees. Members of Rössing Uranium's board are among these trustees.
Rössing Uranium Limited established the Rössing Foundation in 1978 through a Deed of Trust to implement and facilitate its corporate social responsibility activities within the communities of Namibia.
The trustees of the Rössing Environmental Rehabilitation Fund review the closure plans and trust funds to make provision for eventual closure and rehabilitation of the mine site.
The Corporate Governance Code for Namibia (NamCode)
Rössing Uranium has adopted the NamCode, effective from 1 January 2014, and based on international best practices and the King Code of Governance for South Africa, 2009. Deviations from the NamCode are listed in the table below.
The directors are responsible for monitoring and approving the company's financial statements to ensure that they fairly present its affairs and profits or losses at the end of each financial year. Independent auditors are responsible for expressing an opinion on the fairness with which these financial statements represent the company's financial position.
Rössing Uranium's management prepares the financial statements in accordance with the International Financial Reporting Standards and in the manner which the Namibian Companies Act (Namibian Companies Act (28) of 2004, amended 2011) requires.
The company bases its statements on appropriate accounting policies that it applied consistently and which are supported by reasonable and prudent judgements and estimates.
Independence of external auditors
The independent auditors PricewaterhouseCoopers audited the Group's annual financial statements. The company believes that the auditors have observed the highest level of professional ethics and has no reason to suspect that they have not acted independently from the company. The Board Audit and Risk Committee has confirmed the independence of the external auditors for the reporting period.
The company secretary, GD Labuschagne, is suitably qualified and has access to the company's resources to effectively execute her duties. She provides support and guidance to the board in matters relating to governance and compliance practices across the company.
All directors have unrestricted access to the company secretary.
Risk management is a fundamental part of the company's business. The company keeps risk management at the centre of its activities and has cultivated a culture in which risk management is embedded in the daily management of the business.
The board acknowledges its overall responsibility for the process of risk management as well as for reviewing its effectiveness.
Executive management accounts to the board for designing, implementing and monitoring the process of risk management as well as for integrating it with the company's day-to-day activities. To this end, the company has fully adopted and implemented the Rio Tinto Group risk policy and methodology.
The company's internal audit function performs an independent appraisal activity with the full cooperation of the board and management.
It has the authority to independently determine the scope and extent of work to be performed. Its objective is to help executive management with the effective discharge of their responsibilities by examining and evaluating the company's activities, resultant business risks and systems of internal control.
The mandate of the internal audit function requires it to bring any significant control weaknesses to the attention of management and the Board Audit and Risk Committee for remedial action.
The internal audit function is outsourced to KPMG. The internal audit reports functionally to the company's Board Audit and Risk Committee and administratively to the company secretary.
Internal control comprises methods and procedures that management has implemented to ensure:
- compliance with policies, procedures, laws and regulations;
- authorisation, by implementing the appropriate review and approval procedures;
- reliability and accuracy of data and information: information used in the decision-making process at Rössing Uranium needs to be accurate, timely, useful, reliable and relevant;
- effectiveness and efficiency: all operations at Rössing Uranium need to be effective and efficient, with the most economical use of resources, while adding value to the economy. Rössing Uranium accomplishes this by continuously monitoring its goals and by embodying the credo that "That which is measured is controlled"; and
- safeguarding of assets: assets need to be protected from theft, misuse and use for fraudulent purposes and/or destruction.
The directors are responsible for maintaining an adequate system of internal control. It is understood that such a system reduces, but cannot always entirely eliminate, the possibility of fraud and error.