To ensure future success, Rössing must uphold its responsibility to its employees, host communities, government, business partners, suppliers, customers and investors.
The Company undertakes:
- To act in all matters in a manner that merits public trust and confidence
- To conduct business in an ethical, law-abiding and responsible manner
- To ensure that all employees and representatives are fully aware of what is expected of them, which includes full commitment to the highest ethical and legal standards
- To understand and interact constructively with the local community and to assist their development in ways that apply the principles of mutual respect, active partnership and long-term sustainability
Business Integrity Standard
In carrying out our responsibilities, all Rössing employees, contractors, consultants, agents and suppliers will be faced with a variety of moral challenges. The Rӧssing Business Integrity Standard gives guidance on how to address such challenges.
Matters covered in the Business Integrity Standard include:
- Bribery and corruption
- Benefits – Gifts and Hospitality
- Sponsorships and Donations
- Conflicts of Interest
- Reporting of violations of any awareness or suspicion of a contravention of the Standard
Conducting business with integrity is included under Rӧssing’s core value of Responsibility. This protects Rössing’s reputation and ensures a sustainable business that attracts external stakeholders who wish to partner with a company they can trust.
Board of Directors
The Board of Directors (“Board”) executes the mandate it receives from the shareholders to ensure that Rössing is a world-class and responsible company by putting an executive team in place with targets to be achieved. The Board is furthermore responsible for ensuring that the company is run in accordance with its mandate as described in Rössing’s Articles of Association and that the various stakeholder interests are balanced and receive the required attention.
The company has a unitary board. The roles of the Chairperson and Managing Director are separate and distinct, and the stature of the independent directors serving on the Board ensures that enough independence is applied when making significant decisions. The Board of Directors constitutes the appropriate mix of skills, experience and diversity to serve the interests of the company and its stakeholders.
The Board of Directors is currently constituted as follows:
Functions of the Board
A Board Charter governs the workings of the Board of Directors with its performance monitored by the Nominations and Remuneration Committee. The Board is responsible for adopting a corporate strategy, major plans of action, policies, as well as monitoring operational performance. This includes identifying risks that could impact on the company’s sustainability and monitoring risk management and internal controls, compliance management, corporate governance, business plans, key performance indicators (including non-financial criteria), and annual budgets.
The Board is also responsible for managing stakeholder relationships. All directors carry full fiduciaryresponsibility and owe a duty of care and skill to the company.
The Board meets at least three times per year, with additional meetings convened as and/or when required, with a number of the directors attending the meetings held in 2022 virtually.
Board Audit and Risk Committee
The Board Audit and Risk Committee is established as a sub-committee of the Board of Directors and acts in accordance with an approved mandate and terms of reference. It also assists the Board in fulfilling its oversight responsibilities that relate to:
- The safeguarding of assets
- The operation of adequate systems and control processes
- The preparation of accurate financial reporting and statements in compliance with all applicable legal requirements and accounting standards
- Rössing Uranium Limited’s compliance with all the relevant laws and regulations
- Rössing Uranium Limited’s compliance with the policies and procedures agreed upon
- The effective implementation of and compliance with Rössing Uranium Limited’s risk management processes
In performing its duties, the Board Audit and Risk Committee will maintain effective working relationships with the Board of Directors, management, the internal auditor(s), external auditor(s) and the other assurance provider(s) and shall be entitled to place reliance on the finding of any expert, which shall include the internal and external auditors
Nominations and Remuneration Committee
The Nominations and Remuneration Committee is appointed by the Board of Directors of the company to assist in fulfilling its responsibility to the company’s shareholders relating to the company’s selection, nomination, performance, remuneration and succession of directors.
The Nominations and Remuneration Committee shall determine a remuneration structure for the Board of Directors and members of the sub-committees. The remuneration rates shall be subject to an annual review in February and any increases submitted to the Board of Directors for presentation at the Annual General Meeting for shareholder approval.
The aim of the Nominations and Remuneration Committee is to:
- Identify individuals who are qualified to become members of the Board of Directors
- Make recommendations to the Board of Directors relating to the company’s nomination of directors
- Review the results of performance assessments of Board members
- Ensure that the appropriate procedures exist to assess the remuneration levels of the Chairperson, Vice Chairperson, non-executive directors, executive directors, Board committees and the Board as a whole
- Review the policy for the remuneration and benefits of individual executive directors
- Review the succession plans for Board members
- Review reporting disclosures related to Nominations and Remuneration Committee activities to ensure these disclosures meet the Board’s disclosure objectives and all relevant compliance requirements
The aims of the Committee shall remain flexible so that the Committee is in the best position to react to changing conditions and to assure the Board of Directors and shareholders that the company is able to attract, remunerate and retain directors of the highest quality.
The company has established two special purpose vehicles which are managed independently from Rössing by their own set of trustees on which Rössing’s Board members are represented. These are The Rössing Foundation and The Rössing Environmental Rehabilitation Fund.
The Rössing Foundation was established in 1978 by Rössing Uranium Limited 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 funds put aside for eventual rehabilitation of the mine site
Rössing Uranium has accepted the NamCode, effective from 1 January 2014, based on international best practices and have adopted governance principles of 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 financial statements to ensure that they fairly present the company’s affairs and the profit or loss at the end of the financial year. The independent auditors are responsible for expressing an opinion on the fairness with which these financial statements represent the financial position of the company. The financial statements are prepared by management in accordance with the International Financial Reporting Standards (“IFRS”) and in the manner required by the Namibian Companies’ Act. They are based on appropriate accounting policies that have been consistently applied and supported by reasonable and prudent judgements and estimates.
External auditor independence
The Group’s annual financial statements have been audited by independent auditors, Ernst & Young, Namibia, who were appointed in 2020 for a three-year period and will continue in office for a further three-year period. 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, Ms JM Buys, 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. This is achieved by keeping risk management at the centre of the company’s activities and by introducing a culture in which risk management is embedded in the everyday 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 is accountable to the Board for designing, implementing and monitoring the process of risk management, as well as integrating it with the day-to-day activities.
The company’s risk and assurance function determines the scope of internal audit activities on a risk-based approach, with the full co-operation of the Board and management. Internal audit assessments are done by utilising the services of an independent audit firm, PriceWaterhouseCoopers, appointed in 2020 for a three year period. Its objective is to assist executive management with the effective discharge of its responsibilities by examining and evaluating the company’s activities, resultant business risks and systems of internal control. Its mandate requires it to bring any significant control weaknesses to the attention of management and the Board Audit and Risk Committee for remedial action.
Internal control comprises methods and procedures implemented by management to ensure:
- Compliance to policies, procedures, laws and regulations
- Authorisation by the implementing the appropriate review and approval procedures,
- Reliability and accuracy of data: information used in the decision-making process at Rössing needs to be accurate, timely, useful, reliable and relevant,
- Effectiveness and efficiency: All operations at Rössing need to be effective and efficient, with the most economical use of resources, and add value. This is accomplished by the continuous monitoring of goals. “That which is measured is controlled.”
- Safeguarding of assets: assets are protected from theft, misuse, use for fraudulent purposes and/or destruction.
The directors are responsible for maintaining an adequate system of internal control. Such a system reduces, but cannot eliminate, the possibility of fraud and error.