CORPORATE GOVERNANCE AT RÖSSING URANIUM

BUSINESS INTEGRITY STANDARD

In September 2019, the Rössing Board approved the Business Integrity Standard as key in meeting the following day-to-day business integrity commitments by all employees, contractors and consultants to:

  • Prohibit bribery and corruption in all its forms,
  • Avoid, disclose and manage conflicts of interest, and
  • Prohibit fraud in all its forms.

Conducting business with integrity is one of Rössing’s core values. This ensures that the mine’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.

The Board of Directors is currently constituted as follows:

THE 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.

FUNCTIONS OF THE BOARD

The Board Charter governs the working of the Board of Directors with their performance being monitored by the Nomination 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 on 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 2020.

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 are in compliance with 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 procedure, and
  • The effective implementation and compliance to the 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 auditor(s), external auditor(s) 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.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination 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 Nomination 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 Nomination 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, 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 Nomination 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 from Rössing by their own set of trustees on which 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.

The trustees’ responsibilities have increased with the trustees now also forming the steering committee that oversees the closure preparation through its various phases, thereby forming the governance Board/steering committee for the study process.

 

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.

 

EXTERNAL AUDITOR INDEPENDENCE

The group’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.

THE NAMCODE

Rössing Uranium has adopted the 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:

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 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 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.

The internal audit function was awarded to PricewaterhouseCoopers Namibia in 2020, for a three-year period. Internal audit reports functionally to the company’s Board Audit and Risk Committee and administratively to the company secretary.

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 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, 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.

ASSURANCE AND REFERENCE

Assurance

Our vision is to conduct our business with integrity, honesty and fairness at all times. We build from a foundation of compliance with relevant laws, regulations and international standards, and are in line with various Rössing Uranium guidelines on leading business practices.

Much of our work is subjected to various, external-assurance and verification processes throughout the year. For example, external auditors audit our financial statements, while an external, environmental-auditing company audits our environmental figures each year. The following auditing companies, Government bodies and other institutions reviewed the company’s practices in 2020:

  • Ernst & Young (external audit)
  • Deloitte Namibia (analytical review, Tip Offs Anonymous);
  • Bureau Veritas (ISO 14001:2004 certification and Rössing Uranium HSEQ management system business conformance);
  • International Atomic Energy Agency (industry control);
  • AECOM and KnightPiesold (third party review of Tailings Storage Facility stability and design);
  • Ministry of Labour and Social Welfare: Affirmative Action (Employment) Act, 1998 (No. 29 of 1998) (compliance verification in respect of labour-related Act
  • Ministry of Health and Social Services (compliance verification in respect of health and related Acts);
  • Ministry of Agriculture, Water and Land Reform (compliance verification in respect of effluent management and water-related Acts);
  • Ministry of Mines and Energy (compliance verification in respect of mining operation-related Acts); and
  • Ministry of Finance (compliance verification in respect of income tax and finance-related Acts).

List of references

Rössing Uranium procurement principles

Business integrity standard

Data privacy standard

HSSEC policy

Communities and social performance standard

Human rights policy

Risk management policy

Treasury policy