Corporate governance

The Board is responsible for the leadership, oversight, control, development and long-term success of the Group. It is also responsible for instilling the appropriate culture, values and behaviour throughout the organisation.

Read a description of the role and responsibilities of the Board.

The Board consists of eight Directors, the majority of whom are independent Non-Executive Directors. The Chair leads the Board and is responsible for its overall effectiveness in directing the Company.

Read a description of the role and responsibilities of the Chair.

Operation of the Board

The Board has delegated responsibility for the management of the Group through the Managing Director to executive management, but has reserved certain items for its consideration and decision.

Read a description of the role and responsibilities of the Managing Director.

These include approval of the strategic plans of the Group, financial statements, the annual budget, major acquisitions, significant contracts, major investments, interim and preliminary results announcements, circulars to shareholders, review of the Group’s system of internal control, and appointment of Directors and the Company Secretary.

Read the Schedule of Matters Reserved for the Board.

Since 2010, the Board has adopted the practice that all Directors offer themselves for reappointment at the Company’s Annual General Meeting. Directors take independent advice in the furtherance of their duties at the Company’s expense.

In addition to formal meetings, the Executive Directors have regular contact with the Non-Executive Directors regarding developments within the Group.

Independence of Non-Executive Directors

The Board has carried out an evaluation of the independence of its Non-Executive Directors, taking account of the relevant provisions of the Code and whether the Non-Executive Directors discharge their duties in a proper and consistently independent manner and constructively challenge the Executive Directors and the Board.

In January 2023, Issa Al Balushi was nominated as a Non-Executive Director by African Acquisitions Sarl in accordance with the Subscription and Relationship Agreement entered into on 18 June 2016 by African Acquisitions and Kenmare, pursuant to which African Acquisitions became Kenmare’s largest shareholder. As a result, Issa Al Balushi is not considered independent.

All the other Non-Executive Directors fulfil the independence requirements of the Code.

Senior Independent Director

Elaine Dorward-King is the Company’s Senior Independent Director. The principal role of the Senior Independent Director is to provide a sounding board for the Chairman and to act as an intermediary for other Directors and shareholders.

Read a description of the role and responsibilities of the Senior Independent Director.

Extractive Industries Transparency Initiative (EITI)

Kenmare adheres strictly to a policy of zero tolerance to all forms of corruption and unethical business practices. Our practices are governed by a series of policies that set the guiding principles in managing employee health and well-being, the environment and engagement with our host communities.

We expressly subscribe to the principles of EITI and its aim to strengthen governance through improving transparency and accountability in the broader extractive industries sector and support and promote its implementation.

Read more about our commitment by following the link below:

Whistleblowing

Kenmare insists on honesty, integrity and fairness from its employees, suppliers and all entities acting on behalf of or representing the Company. This extends to all aspects of our business; Kenmare expects the highest standards of professionalism and ethical conduct to be maintained in all of our activities.  This means that anyone working for or on behalf of Kenmare is encouraged to report any concerns they may have about wrongdoing, whether that be criminal activity, a violation of human rights, bribery or corruption, danger to health and safety, breaches of quality standards or regulatory requirements or other misconduct.  Where the matter is serious, individuals are encouraged to use the independent confidential hotline or email address.  Kenmare has a procedure outlining how to raise concerns as a whistleblower, which is well communicated throughout the Company.

Safecall, a specialist service provider, provides an independent external reporting line where anyone can raise concerns related to Kenmare, in Portuguese or English, and be assured they will be investigated. Each call is treated in complete confidence and will maintain the anonymity of the whistleblower if that is their preference. The Safecall service is available 24/7 365 days via the number below:

Alternatively, Safecall can be contacted via e-mail at [email protected]  or via Safecall’s website at www.safecall.co.uk/report.

Read our Whistleblowing Procedure by clicking the following link: