CORPORATE GOVERNANCE
AT RÖSSING

Business Integrity Standard

In carrying out our responsibilities, all Rössing employees, contractors, consultants, agents and suppliers will be faced with a great variety of moral challenges. The Rössing Uranium Business Integrity Standard gives guidance on how to address such challenges.

Areas covered in the Business Integrity Standard include:

  • Bribery and corruption,
  • Fraud,
  • Benefits – Gifts and Hospitality,
  • Sponsorships and Donations,
  • Conflicts of Interest
  • Antitrust, and
  • Reporting of violations of any awareness or suspicion of a contravention of the standard.

Conducting business with integrity is specifically included under the Rössing core value of responsibility. This ensures that Rössing’s reputation is protected and ensures a sustainable business with external stakeholders wanting to partner with a company that they can trust to do the right thing.


To ensure future success, Rössing must uphold its responsibility to its employees, host communities, governments, 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, 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, and
  • To understand and interact constructively with the local community and to assist their development in ways which apply the principles of mutual respect, active partnership and long term sustainability.

Board of Directors

The Board of Directors executes the mandate they received from the shareholders to ensure that Rössing is a world class and responsible company by putting an executive team in place who have set targets that are to be achieved. They are, furthermore, responsible for ensuring that the company is run in accordance with their 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 is constituted with 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

The Board Charter governs the working of the Board of Directors, with their performance monitored by the Nominations and Remuneration Committee.

The Board is responsible for adopting a corporate strategy, major plans of action, major policies, as well as monitoring operational performance. This includes identifying risks which impact the company’s sustainability and monitoring risk management and internal controls, compliance management, corporate governance, business plans and key performance indicators, including 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, with most of the meetings held virtually in 2021.

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 to assist the Board of Directors 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,
  • The preparation of accurate and reliable operational reporting and statements, which follow all applicable legal requirements and operational standards,
  • Rössing Uranium’s compliance to all the relevant laws and regulations,
  • Rössing Uranium’s compliance to agreed-upon policies and procedures, and
  • The effective implementation and compliance with Rössing Uranium’s risk management process.

In performing its duties, the Board Audit and Risk Committee will maintain effective working relationships with the Board of Directors, management, the internal auditors, external auditors, and the other assurance providers and shall be entitled to place reliance on the findings of any expert, which shall include the internal and external auditors.

Board Nominations and Remuneration Committee

The Nominations and Remuneration Committee is appointed by the Board 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 determines a remuneration structure for the Board of Directors and members of the sub-committees. The remuneration rates are subject to an annual review in February, and any increases are submitted to the Board for presentation to the Annual General Meeting for shareholder approval.

The primary purposes of the Nominations and Remuneration Committee are 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 selection and 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 executive remuneration and for the remuneration and benefits of individual Executive Directors,
  • Review the succession plans for Board members, and
  • 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 purpose of the Committee shall remain flexible to ensure 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 best able to attract, remunerate and retain directors of the highest quality.

Special-purpose vehicles

The company has established two special purpose vehicles, which are managed independently of Rössing by their own set of trustees on which Rössing 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 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 the eventual rehabilitation of the mine site.

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 which are supported by reasonable and prudent judgements and estimates.

The NamCode

Rössing Uranium has adopted the Corporate Governance Code for Namibia (NamCode), effective from 1 January 2014, and bases its corporate governance on international best practices and the King Code of Governance for South Africa 2009. Deviations from the NamCode are listed in the table below:

External auditor independence

The company’s annual financial statements have been audited by the independent auditors, Ernst & Young Namibia, appointed in June 2020, for a 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 have confirmed the independence of the external auditors for the reporting period.

Company secretary

The company secretary, Ms 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 report

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.

Internal audit

The company’s internal audit and assurance function determines the scope of all 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 March 2020 for a three-year period.

Its objective is to assist executive management with the effective discharge of their responsibilities by examining and evaluating of 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

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 should add value, which is accomplished by the continuous monitoring of goals along the principle of ‘that which is measured, is controlled’, and
  • 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.

The Board acknowledges its overall responsibility for risk management. ”