Corporate governance

Introduction

Platmin and its board of directors and senior management are committed to the principles of good corporate governance and to conducting its business responsibly and in such a way as to minimise the impact on the environments in which we operate and to ensure the well-being of employees and communities affected by it. In so doing, the company is committed to being ethical and fair in the conduct of its business. Platmin endeavours continually to improve existing corporate governance structures and practice so as to comply with the recommendations and guidelines of legislation and regulations in the jurisdictions of our stock exchange listings, and that of the TSX where we have our primary listing.

The following is in accordance with Canada’s Form 58-101F1 of National Instrument 58-101 – Disclosure of Corporate Governance Practices – which discusses the company’s corporate governance practices as compared with such guidelines. Save as set out below, the company complies with such guidelines.

The Platmin board of directors, which is responsible for the supervision of the management of the company’s business and affairs, meets quarterly to review and guide group operations and to consider strategic issues, company policies, the approval of major contracts and commitments and stakeholder reporting. The board, which does not have a written mandate, falls under the Canada Business Corporation Act and is required to consider the best interests of the company in all that it does.

The board acknowledges its mandate in the following areas:

• the company’s strategic and operating plans;
• the company’s exploration policy;
• significant operational and financial matters; and
• corporate objectives and goals applicable to the senior management personnel of the company

The board is responsible to shareholders, by whom they are elected, for the conduct of the business, including the determination of the company’s strategic direction. It retains full and effective control over the company and has full access to the advice and services of external advisors where necessary.

Board members are able and entitled to seek independent professional advice at the group’s expense should they so need.

Five of the board’s current eight directors are independent. A system of internal control is maintained by management to provide reasonable assurance that assets are safeguarded and financial information is accurate and reliable. The board of directors approves the financial statements and ensures that management discharges its financial responsibilities.

The board’s review is accomplished principally through the audit committee as described below. The board of directors has also appointed a remuneration and nomination committee and a health, safety and environment committee. From time to time the board may also form special sub-committees to investigate and report to the board on specific topics.

The biographies of members of the board of directors and all board sub-committee appear on pages 16 to 17 of this report.

Board Committees

Platmin’s board of directors has established several standing committees to enable it to discharge its duties and responsibilities properly and to effectively fulfil its decision-making process.

Audit committee:

Arne H. Frandsen (Chairman), Chris von Christierson and Peter Ruxton

The audit committee is structured to comply with Canadian Multilateral Instrument 52-110-Audit Committees (MI 52–110) and the Combined Code of the UK. The audit committee is responsible for monitoring and assessing Platmin’s accounting and financial reporting practices, as well as the adequacy of its internal accounting systems, controls and procedures.

Its principal aims are to provide the board with critical and independent advice on the company’s financial reporting and audit process and to assist the board to fulfil its responsibilities to shareholders, securities regulatory authorities and stock exchanges, among others. It also advises the board on taxation and statutory matters. In addition to overseeing the company’s financial reporting, internal controls and external audit functions, the committee also has responsibility for the company’s risk management, especially regarding compliance with the Turnbull Guidance, and for whistle blowing.

In addition, the committee oversees the engagement and remuneration of Platmin’s external auditors and is responsible for liaising and reviewing accounting matters with such external auditors. The audit committee currently consists of four independent non-executive directors.

The audit committee meets at least four times a year with management and auditors to review financial reporting and control matters.

Pre-approval policies and procedures:

The terms of reference of Platmin’s audit committee require that the audit committee:

• review group policy on the engagement of the external auditor to supply non-audit services to Platmin taking into account local statutory requirements and relevant ethical guidance regarding the provision of non-audit services by the external audit firm;
• identify and report to the board any matters in respect of which the committee considers that action or improvement is needed and make recommendations as to the steps to be taken;
• ensure strict application of group policy, including appropriate pre-approval of fees in respect of non-audit services.

Platmin has not adopted a specific group policy regarding the supply of non-audit services by the external auditor to Platmin. However, any appointment of the external auditor to supply non-audit services is submitted by management to the audit committee for consideration and recommendation or approval.

Remuneration and nomination committee:

Kwape Mmela (Chairman), John Calvert and Arne H. Frandsen

The remuneration and nomination committee is responsible for reviewing and making recommendations to the board of directors concerning the appointment, compensation, benefits, issuing of share options and termination of officers and all other senior employees of the company. This committee also assesses the effectiveness of the board and makes recommendations concerning its composition and the remuneration of its members. The committee is also tasked with reviewing the composition and mandates of the other board committees and assesses Platmin’s corporate governance practices. The remuneration and nomination committee is able and entitled to seek independent professional advice at the group’s expense should they need to do so. The remuneration and nomination committee meets twice a year to review performance objectives and compensation issues. The remuneration and nomination committee currently consists of three independent non-executive directors.

Health, safety and environment committee:

Keith Liddell (Chairman), Kwape Mmela and Peter Ruxton

The health, safety and environmental committee is responsible for reviewing and assessing Platmin’s existing health, safety, social and environmental policies and practices, including its compliance with the relevant legislation. The committee currently consists of three independent non-executive directors.

Risk Factors

In line with the principles of good corporate governance, Platmin has considered the various risk factors that face the company and that could have a material adverse effect upon, among other things, Platmin’s operating results, earnings, properties, business, business prospects and condition (financial or otherwise). These risks are detailed in Platmin’s Annual Information Form (AIF) which was filed with SEDAR on March 30, 2010 and can be found at www.sedar.com.

Whistle-Blowing

The audit committee is responsible for reviewing whistleblowing procedures and for ensuring that arrangements are in place to enable staff to raise concerns, in confidence, about possible improprieties regarding financial reporting, financial control or any other matter. Procedures are also in place to ensure that there is independent investigation of matters that are reported and that appropriate follow up action is taken. Allied to this, the audit committee is also tasked with reviewing Platmin’s ethical standards of business behaviour.

Shareholder Communication

Platmin is committed to reporting regularly with its shareholders. The company reports formally to shareholders on a quarterly basis with the release of the financial and results. In addition, the corporate website, www.platmin.com, is used to communicate these as well as any announcements/media releases which have been filed with and released on the various stock exchanges on which Platmin is listed.

The website also contains presentations made by the company to shareholders so that these are accessible by all shareholders and prospective investors. Also available on the website are media articles relating to the company, details on how shareholders may contact the company are also available.

Shareholders are also invited to attend the company’s annual general meeting at which they may vote on special resolutions and elect members of the board.