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
Board of Directors
The Board of Directors (“Board”) executes the mandate it receives from the shareholders to ensure that Rössing is a world-class, 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 Chairman 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 Chairman is independent, and each of the sub-committees of the company is chaired by an independent director. 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 fiduciary responsibility 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 2023 virtually.
Board Audit and Risk Committee
The Board Audit and Risk Committee (BARC) 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 effective 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
- Review of the annual financial statements and accounting policies
- 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 and governance processes, which include the annual risk appetite setting, and materiality definition with regard to all risks that could potentially affect the company and its stakeholders
- Technology and information governance
- The annual budgeting and five-year planning cycle
- The effectiveness of the internal audit function and the internal and external auditors’ findings
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 shall be 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 Chairman, Vice-Chairman, 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 Nominations and Remuneration Committee also reviews the company’s remuneration practices, which include salary and wage increase mandates, short-term incentive plans and long-term incentive plans, where applicable.
Closure and Environmental Rehabilitation Committee
The Board of Directors of the company established the Closure and Environmental Rehabilitation Committee as a sub-committee of the Board of Directors to assist the Board of Directors in fulfilling its oversight responsibilities that relate to:
- Making sufficient financial provision for expenditure which the company is likely to incur to implement measures in compliance with relevant regulations for mine closure and environmental rehabilitation, subsequent to the completion of its mining activities
- Monitoring ongoing progressive rehabilitation activities, which will reduce the closure and environmental rehabilitation obligation at the end of the life-of-mine
- The annual assessment of the closure and environmental rehabilitation obligation in the company’s financial records and the annual funding required over the remainder of the life-of-mine, in order for the company to meet its obligations in this respect
- Monitoring the investment performance of the investments specifically set aside for the purpose of closure and environmental rehabilitation (these investments will also be referred to as “the Fund”)
- The release of funding from time to time for items specifically covered under the Rössing Closure Management Plan (“CMP”)
- Periodic review of the Rössing CMP in line with best practice in terms of accuracy levels required for various stages approaching end of the life-of-mine
- Execution of the Rössing Mine Closure Plan
The sub-committee consists of a combination of Board members, specialist independent individuals and permanent management representative invitees.
Special-purpose vehicles
The company has established the Rössing Foundation, a special purpose vehicle which is managed independently from Rössing by its own set of trustees on which Rössing’s Board members are represented.
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 King IV Code on Corporate Governance
In 2023, the company formally adopted the King IV Code on Corporate Governance (“the Code”). The Code consists of 17 governance principles aimed at achieving good governance outcomes in the areas of ethical culture, good performance, effective control and legitimacy. The Code advocates integrated thinking, which takes into account the interdependencies between the organisation, its stakeholders and other social, environmental and economic factors. The Code further requires disclosure in its reporting to explain the practices being implemented to give effect to the application of these principles.
Financial statements
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.
Company secretary
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
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 risk management process follows a typical Turnbull matrix approach to define the company’s risk appetite in terms of probability and consequence across a wide range of potential risks that could impact the company and its stakeholders. Appropriate risk mitigation steps and monitoring processes are then put in place to manage these risks down to an acceptable level. The risk matrix is continuously reviewed as part of the BARC mandate.
Internal audit
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 and subsequently extended. 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.
The BARC annually reviews the performance of the internal auditors and is satisfied with the performance of the audit firm.
Internal control
Internal control comprises methods and procedures implemented by management to ensure:
- Compliance with policies, procedures, laws and regulations.
- Authorisation by the implementation of appropriate review and approval procedures.
- Reliability and accuracy of data and information: 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.
Organisational ethics
The company operates in accordance with the Rössing Uranium Limited Business Integrity Standard, which is reviewed annually by the BARC and the Board, and is committed to the highest standards of integrity, behaviour and ethics in dealing with all its stakeholders, including its shareholders, directors, managers, employees, customers, suppliers and society at large.
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.
Matters covered in the Business Integrity Standard include:
- Bribery and corruption
- Fraud
- Benefits – gifts and hospitality
- Sponsorships and donations
- Conflicts of interest
- Antitrust
- Reporting of violations of any awareness or suspicion of a contravention of the standard
All employees are required to do periodic refresher training on the above standard.
The company also makes use of a whistleblower facility, hosted by an independent service provider, which stakeholders may use to report irregularities. All incidents reported through this system are investigated and reported on at the BARC.