Corporate Governance

We integrate sustainability into our core business practices

We integrate sustainability into our core business practices, working to create economic value for the Group while delivering ongoing benefits to all our stakeholders.

Through our robust corporate governance practices, we can conduct our business responsibly, providing attractive returns to our investors and actively contributing to the societies in which we operate.

Our approach to corporate governance

Corporate governance is embedded in the way we organise our business, with local boards and sub-committees taking responsibility for our operations in local jurisdictions. As a Board, we are committed to maintaining regular open dialogue and effective communication with all our shareholders, customers, employees, suppliers and local communities.

To maintain the best governance system, the Board remains committed to encouraging integrity and transparency at all levels across all aspects of the Group. We believe our governance framework and our company policies support effective decision-making that contributes to the success of the Group in the long term. We also continue to ensure the Board and its Committees function effectively and that they provide strong and valuable contributions to our deliberations and that no individual or group dominates the Board’s decision-making process.

We continue to be mindful of our duties as Directors to manage the Group for the long-term benefit of all its stakeholders. We conduct ongoing formal and informal training in order that we remain appraised of all legislative and regulatory updates that affect how we conduct our business.

The 2018 UK Corporate Governance Code, which applies to all companies with a premium listing for accounting periods beginning on or after 1 January 2019, emphasises the importance of businesses building trust by forging strong relationships with key stakeholders. It calls for companies to create a corporate culture that is aligned with the company’s purpose, business strategy, promotes integrity and values diversity.

In 2019, the Directors, the Committees of the Board and our advisers carried out a review of our governance policies and terms of reference to ensure our practices and behaviours throughout the Group remain consistent with our high standard of best governance practice.

Leadership

Harry Kenyon-Slaney

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Harry Kenyon-Slaney

Non-Executive Chairperson

BSc Geology (Southampton University),International Executive Programme (INSEAD France)

Harry has over 39 years of experience in the mining industry, principally with Rio Tinto. He is a geologist by training and his experience spans operations, marketing, projects, finance and business development. He has worked in South Africa, Australia and the UK. Until 2015, Harry was a member of the Group Executive Committee of Rio Tinto, where he held the roles of CEO of Energy and before that CEO of Diamonds and Minerals. Prior to this he variously led Rio Tinto’s global titanium dioxide business, was CEO of Rio Tinto’s listed subsidiary, Energy Resources of Australia Limited, was general manager of operations at Palabora Mining Company in South Africa and held senior marketing roles in copper, uranium and industrial minerals. He began his career as an underground geologist with Anglo American on the gold mines in South Africa.

Appointed

Harry was appointed as Chairman of the Board in June 2017.

Board Committee Membership

Chairperson of the Nominations Committee and a Member of the Remuneration and Sustainability Committees.

Current external appointments

Harry is currently a senior adviser to McKinsey & Co.

Harry is a member of the advisory board of Schenck Process AG; and a non-Executive Director of Sibanye-Stillwater; and several private companies.

Michael Lynch-Bell

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Michael Lynch-Bell

Non-Executive Director

BA Hons Economics and Accountancy (University of Sheffield); FCA of the Institute of Chartered Accountants in England and Wales

Michael spent a 38-year career with Ernst & Young (EY), having led its Global Oil and Gas, UK IPO and Global Oil and Gas and Mining transaction advisory practices. He was a member of EY’s assurance Practice from 1974 to 1996, when he transferred to the Transaction Advisory Practice. He was also UK Alumni sponsor and a member of the firm’s Europe, Middle East, India, and Africa and Global Advisory Councils. He retired from EY as a partner in 2012 and continued as a consultant to the firm until November 2013.

Appointed

Michael joined the Board in December 2015 and was appointed Senior Independent Director in November 2017.

Board Committee Membership

Chairperson of the Audit and Remuneration Committees and a member of the Nomination Committee

Current external appointments

Michael is currently chair of Little Green Pharma Ltd; and non-Executive Director and chair of the Remuneration Committee of Barloworld Limited.

Mike Brown

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Mike Brown

Non-Executive Director

BSc Engineering; Mining PR Eng (ECSA) Engineering (University of Witwatersrand); Strategic Executive Programme (London Business School)

Mike has over 37 years’ experience in the resources industry in operational, senior management and director roles. He spent six years in Switzerland as the Managing Director technical at Pala, where he oversaw all technical aspects of the mining sector investments, including the risks associated with resource performance, project management, ramp-up, operations, and the associated working capital and financial controls. Prior to joining Pala, Mike spent 21 years with De Beers in southern Africa in various roles, culminating in the post of chief operating officer where he was accountable for five operating mines, including greenfield and brownfield growth projects. He also managed the restructuring at De Beers Consolidated Mines in 2005/2006 and again in 2009. Mike has overseen growth projects and building of mines in Namibia, South Africa, Sierra Leone, Vietnam and USA.

Appointed

Mike joined the Board in January 2018.

Board Committee Membership

Chairperson of the Sustainability Committee, Member of the Audit and Nomination Committees.

Current external appointments

Michael is currently chair of Little Green Pharma Ltd; and non-Executive Director and chair of the Remuneration Committee of Barloworld Limited.

Mazvi Maharasoa

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Mazvi Maharasoa

Non-Executive Director

BLLM International and Commercial Law (University of Buckingham)

Mazvi has over 22 years’ experience in senior management positions, including leading roles in the mining sector, having served as the resident director and chief executive officer of Letšeng Diamonds Proprietary Limited until 2017. Furthermore, Mazvi was also the founder and president of the Lesotho Chamber of Mines (2016). Prior to her work in the mining industry, Mazvi was involved in the Ministry of Natural Resources and the Central Bank of Lesotho, where she was the senior legal counsel for each of these entities.

Since joining the Board, Mazvi has been appointed as the designated non-Executive Director for workforce engagement.

Appointed

Mazvi joined the Board in July 2019.

Board Committee Membership

Member of the Sustainability Committee

Rosalind Kainyah

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Rosalind Kainyah

Non-Executive Director

BA (Hons) (University of Ghana), LLB (Hons) (University of London), LLM (University College, University of London), Member of the Bar of England & Wales (Gray’s Inn), MCIArb

Rosalind is the founder and Managing Director of Kina Advisory Limited, a trusted adviser to Boards and Senior Executives of global companies on sustainability and responsible business investment and partnerships in emerging markets. She trained as a lawyer and is a member of the Bar of England and Wales and of the Chartered Institute of Arbitrators. Rosalind has almost 30 years of combined international, senior management, executive and board level experience. She has worked with companies and organisations including Linklaters, Anglo American Corporation of South Africa, De Beers, Tullow Oil plc, the United Nations Environment Programme and ERM, and on projects across Africa, in the UK, Europe, North and South America, Asia, and the South Pacific. As a result, she has a wide network and is respected across a range of stakeholders from governments and corporates through civil society organisations and media for her professional expertise and as a woman of integrity and credibility.

Appointed

Rosalind joined the Board in May 2021

Board Committee Membership

Member of the Remuneration, Audit and Sustainability Committees

Current external appointments

Rosalind is currently the Managing Director of Kina Advisory Limited and a non- Executive Director for discoverIE plc, CalBank plc (Ghana) and two private companies.

Non-Executive Directors

Executive Management

Executive Directors

Jaco Houman

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Jaco Houman

Senior Manager - Technical and Projects

B.Eng(Met) (University of Pretoria); MBA (University of Witwatersrand Business School)

Jaco joined Gem Diamonds in 2016. His technical and managerial career spans more than 25 years. He has a diverse background in areas of operational excellence, design, production, technical support, Safety, Health, Environment and Quality (SHEQ) and consulting. He has been involved in the development and implementation of a turnaround plan, performance improvement initiatives, cost reduction measures, volume expansion at an operation, project, and group level. He has led and assisted in the development of technical strategies, pre-feasibility and feasibility studies, design, commissioning and technical evaluation reviews. He led the safety, occupational hygiene and environmental departments at a large corporate for more than two years. He spent some time in business improvement and applied financial modelling skills to enhance operational delivery through the optimisation of the value chain to maximise value for the business.

Current external appointments

None

Clifford Elphick

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Clifford Elphick

Chief Executive Officer

BCom (University of Cape Town); BCompt Hons (University of South Africa)

Clifford joined Anglo American Corporation in 1986 and was seconded to E Oppenheimer & Son Proprietary Limited as Harry Oppenheimer’s personal assistant in 1988. In 1990, he was appointed Managing Director of E Oppenheimer & Son, a position he held until leaving in December 2004. During that time, Clifford was also a Director of Central Holdings, Anglo American and DB Investments. Following the privatisation of De Beers in 2000, Clifford served on the De Beers Executive Committee.

Appointed

Clifford formed Gem Diamonds in July 2005.

Current external appointments

Clifford is currently the non-Executive Chairperson of Zanaga Iron Ore Co. Limited.

Michael Michael

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Michael Michael

Chief Financial Officer

BCom Hons (Rand Afrikaans University); CA(SA)

Michael has over 22 years’ experience in financial management. He joined the audit firm RSM Betty & Dickson in Johannesburg, South Africa in January 1993 and became audit partner at the firm in March 2000. From August 2006 to February 2008 Michael was seconded to Gem Diamonds Limited to assist with the financial aspects of the main London listing, including the financial reporting, management accounting and tax relating to the initial public offering. In March 2008 Michael joined Gem Diamonds on a full-time basis as the Group Financial Manager. On 2 April 2013 he was promoted to the position of Chief Financial Officer and appointed to the Board.

Appointed

Michael joined Gem Diamonds in March 2008 and was appointed to the Board in April 2013.

Current external appointments

None

Executive Management

Glenn Turner

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Glenn Turner

Chief Legal and Commercial Officer and Company Secretary

BA; LLB (University of Cape Town); LLM (Cambridge)

Glenn was called to the Johannesburg Bar in 1987, where he spent 14 years practising as an advocate specialising in general commercial and competition law and took silk in 2002. Glenn was appointed De Beers’ first general counsel in 2002 and was also a member of its Executive Committee. He was responsible for a number of key initiatives during his tenure, including overseeing De Beers’ re-entry into the USA.

Appointed

Glenn joined Gem Diamonds in May 2006 and served on the Board from April 2008 to November 2017. Glenn was appointed as the Company Secretary in January 2015

Current external appointments

Glenn is currently a non-Executive Director of Agribiomed Limited and Lineout Holdings Limited.

Brandon de Bruin

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Brandon de Bruin

Chief Operating Officer

BCom; LLB (University of the Witwatersrand)

Brandon joined Gem Diamonds in 2007 from Clifford Chance LLP. Practising in New York and London, he specialised in debt and equity capital markets and corporate finance gaining extensive commercial and legal experience in international corporate and finance transactions, stock exchange listings in London, Luxembourg and New York and in the UKLA (UK) and SEC (USA) rules and regulations. At Gem Diamonds, Brandon has been responsible for numerous corporate and financial transactions. He was head of the Group’s Sales, Marketing and Manufacturing division from 2013 to 2017 when he was appointed as the Group Business Transformation Officer. In 2019 Brandon was appointed as the Group Operations and Business Transformation Executive and in 2021 as Chief Operating Officer.

Appointed

Brandon joined Gem Diamonds in August 2007

Current external appointments

None

Annual Board evaluation

In accordance with the Code, the Board is responsible for undertaking a formal and rigorous annual evaluation of its own performance and that of its Committees and individual Directors. This year, an internal evaluation was conducted in December, facilitated by Bruce Wallace Associates. The review was initiated by the Board and arranged by the Nominations Committee and covered both overall and individual performance as well as effectiveness of the Board and its Committees. The review took the form of a questionnaire based around a number of themes, including the Board and Company’s response to events of the preceding months, strategy formulation, stakeholder engagement and risk management. The findings were consolidated into a report which, along with recommendations, was circulated to all Directors and discussed at the March 2022 Board meeting. The overall findings from the evaluation were positive and demonstrated significant progress on some of the key findings from the previous year’s evaluation, such as the implementation of a formal Board Selection and Appointments policy and the appointment of Rosalind Kainyah to satisfy the Board’s independence requirement. During 2021 there was significant focus on succession planning and stakeholder engagement and the outcome of the evaluation confirmed not only this, but further highlighted the Board’s view that more can be done in these areas during 2022.

The Board and Committees will implement the recommendations from the evaluation in 2022.

Board committees

01

Audit

02

Remuneration

03

Nominations

04

Sustainability

The Audit Committee assists the Company's Board of Directors in discharging its responsibilities with regard to:

  • financial reporting;
  • external and internal audit controls, including reviewing the annual financial statements;
  • considering the scope of the Company's annual external audit and the extent of non-audit work undertaken by external auditors;
  • advising the appointment of external auditors;
  • approving the internal audit programme; and
  • reviewing the effectiveness of the Company's internal control systems.

The Audit Committee comprises three independent non-Executive directors. The Audit Committee meets formally at least four times a year and senior management, including the Chief Financial Officer, may be invited to attend all or part of the meetings. The external Auditors attend the meetings on a regular basis.

Relations with shareholders

The Board places considerable importance on effective communication with shareholders. The Chief Executive Officer and Chief Financial Officer, assisted by the Investor Relations Officer, maintain regular dialogue with and give briefings throughout the year to analysts and institutional investors and are involved in a structured programme of investor, analyst and media visits.

Any concerns raised by a shareholder in relation to the Company and its affairs are communicated to the Board as a whole. Care is taken to ensure that any price-sensitive information is released to all shareholders, institutional and private, at the same time, in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority.

All shareholders can obtain access to the annual report and other current information about the Company through the Company’s website.

Policy on bribery and corruption – zero tolerance

It has been, and continues to be, Gem Diamonds Limited’s strict policy to conduct business in an honest and ethical way and without the tolerance or use of corrupt practices or acts of bribery to obtain an advantage in, or otherwise influence, its business or relationships.

Gem Diamonds acknowledges that bribery and corruption harm the societies in which these acts are committed by preventing economic growth and development therein. Gem Diamonds is committed to acting professionally, fairly and with integrity in all its business dealings and relationships wherever it operates.

In addition to Gem Diamonds global anti-corruption policies and practices, Gem Diamonds is committed to abiding by all anti-corruption law in those jurisdictions in which it operates.

Even the suggestion of corruption may damage the reputation of Gem Diamonds and its employees or associates and affect its ability to do business. Gem Diamonds is committed to doing business ethically and transparently, even if this means a potential loss of opportunity, not using the services of particular agents or other associated persons or incurring delays or other barriers to business.

Gem Diamonds applies a “zero tolerance” approach to acts of bribery and corruption involving any of its staff or third-party representatives or associates.

Gem Diamonds’ anti-corruption policy (the “Policy”) embodies Gem’s commitment to monitor its business operations, identify any risk of corruption and effectively deal with and prevent any potential for corrupt practices. The Policy is the responsibility of the Gem Company Secretary on behalf of the Chief Executive Officer of Gem and other directors. For a copy of the Policy please apply to the Company Secretary (gturner@gemdiamonds.com).

The Policy has been approved and adopted by the Board of Directors of Gem Diamonds.

Find out more

Shareholder information

Regular engagements with shareholders and other stakeholders provide relevant input for decision-making, promote the long-term sustainability of the Group and enable our contribution to wider society.

Shareholder information

Regulatory news

Our archive holds all relevant news and RNS releases as part of our listing requirements for the LSE.

Regulatory news

Corporate governance

Good governance is not dependent on laws but on the principles and qualities of those who govern them.

Corporate governance