Our shareholders include institutional and private shareholders. The shareholders are the owners of the Group, and the Board is ultimately accountable to them for performance. They offer a potential avenue for the funding of future expansion opportunities. Our strategy aims to maximise shareholder value in a sustainable manner.

The Chairperson, Senior Independent Director and Executive Directors regularly interact with shareholders at requested meetings, during roadshows to larger investors, and at the AGM, which is attended by all Directors. The Chief Legal and Commercial Officer is responsible for the investor relations function and is supported by an independent investor relations consultancy. Feedback and concerns from investors are considered at Board meetings.

Shareholder interests include:

• growth opportunities;
• sustainable returns and capital allocation;
• cash flow generation and balance sheet strength;
• ESG considerations including corporate governance and ethics, responsible environmental and social practices, and climate change and TSF management; and
• fair executive remuneration practices.

Engagements post the AGM

At the Group AGM in June 2022, the Board noted the proportion of the votes cast against the resolution referring to the authority of Directors to allot shares (Resolution 13 passed with 58.55% of participating shareholders voting in favour). The Board was disappointed in this outcome, given that the resolution reflects UK-listed company market practice. In view of a significant shareholder’s position and standing policy on this matter, the Board and the Executive Management team have not engaged in further consultation with the significant shareholder, but will continue to regularly consider their approach to this matter.

Majority interest in shares

On 15 February 2023, the Company was notified of the following major interests (at or above 3%) in the issued ordinary shares of the Company in accordance with the Disclosure Guidance and Transparency Rules (DTR) 5:

There were no further updates at the date of this report. Changes in major interests in the Company are updated on the Company’s website as and when they occur. The shareholder base comprises 139.4 million issued ordinary shares of US$0.01 each (excluding the 1.5 million treasury shares held by Gem Diamonds). Institutional shareholders hold 99.3 million shares (71%), while private shareholders hold 40.1 million shares (29%).

Our employees and contractors are responsible for running our operations and delivering on our strategy. Operating in a remote region in a country with a small talent pool makes the retention and development of local skills a priority. Gem Diamonds aims to provide regular high quality communication to employees and facilitate platforms where employees can express their needs. The well-being of employees is taken seriously. A full-time psychologist is employed at Letšeng to assist employees in coping with mental health issues while employees at the Johannesburg office have access to an employee wellness provider.

Management engages with employees through daily informal interactions, the LetšGem app which launched at the end of 2022, the Employee Engagement Committee, the Group’s website and the quarterly Letšeng newsletter. Regular leadership visits to Letšeng are undertaken, while “toolbox” talks with smaller shift teams provide additional opportunities for engagement.

In 2022, the Board reviewed the Group’s employee value proposition and the benefits offered by each subsidiary, and found these to be fit for purpose. Mazvi Maharasoa, a non-Executive Director, is the Board’s representative who engages with the broader workforce and provides direct feedback to the Board on key concerns raised. Mazvi chairs the Group-wide Employee Engagement Committee that includes employee representatives from all companies in the Group.

One of the issues raised by employees was poor awareness of how to use the Group’s whistleblowing hotline. This resulted in a new awareness roadshow being held with employees on how to use the whistleblowing hotline and how matters raised are addressed. In addition, management developed a new reporting mechanism to communicate the outcome of whistleblowing incidents.

Employee interests include

• fair treatment and safe working conditions;
• competitive remuneration; and
• skills development and opportunities for advancement.

Key employee projects for 2022

In 2022, a key focus was embedding the formalised Group-wide Employee Engagement Committee that was planned in 2021. This included establishing the appropriate structures and communicating the role of the Committee. The purpose of the Committee is to assist the Gem Diamonds Board in facilitating two-way communication to ensure that the workforce's voice is heard in the boardroom and that Board expectations are communicated to employees. The Committee further provides a platform for employees to exchange ideas and suggest ways to enhance employee engagement and work effectiveness.

In 2022, Gem Diamonds reviewed its Diversity and Equality Policy with a view to better addressing inclusion and assessing the effectiveness of initiatives in place to improve diversity across the Group. The first gender diversity initiatives were implemented in 2022, focusing on the various aspects that could impact women throughout the recruitment and appointment process. These initiatives included unconscious bias training for interviewers and having a senior female participant in panel interviews. The focus for 2023 will be on the medium-term retention and promotion of women throughout the Group. In 2023, we will assign mentors to female employees at Letšeng and introduce role rotation as part of their development programmes to ensure that female employees gain exposure to different areas of the mine.

Succession planning and recruiting local talent is always a priority. A formal Succession Committee is in place to review and monitor compliance to the succession management policy and guidelines. In 2022, the Group extended the reach of its recruiting practices by promoting the Group to skilled Lesotho nationals working in other countries. The intention is to create a larger talent pool for the Group while attracting much-needed skills back into the country.

In December 2022, we launched an employee app called ‘LetšGem’. The app serves as a communication tool to facilitate a greater understanding of the Group among employees – for example, by showcasing the various entities within the Group, highlighting successful CSI initiatives or providing interviews with team members. The app allows for quick dissemination of communications throughout the Group and for tracking of important communications. In addition, the app is designed to be interactive, with a capability to host surveys. More than 95% of employees at Letšeng have a smartphone and can access free internet connectivity. In 2023, we plan to add a training and development module to the app to drive Group-wide training. This could include safety training, personal development courses or basic computer skills.

Banks and other funders allow the Group to invest in capital projects and expansion opportunities. Insurance providers allow us to mitigate certain risk elements, and form part of the Group’s overall risk mitigation strategy.

The finance department engages with bankers and funders on an ongoing basis regarding facilities, compliance with covenants, and debt renegotiations. At each operation, the finance team regularly interacts with insurance brokers, with detailed engagement around renewal anniversaries and oversight from Group risk management.

In December 2021, the Group-wide debt refinancing was successfully concluded with the renewal of the Group’s revolving credit facilities for an amount of US$74.1 million for a three-year period. US$31.1 million of the facilities are sustainability-linked loans (SLLs) where the margin and resultant interest rate will decrease if the Group meets certain carbon reduction and water conservation key performance indicators (KPIs). These KPIs are aligned to the Group’s sustainability strategy.

Providers of finance interests include:

• responsible management of the Group’s financial position to ensure commitments can be met as they fall due;
• performance against sustainability and climate-related targets for the SLLs;
• ESG practices and regulatory compliance, including effective management of TSFs; and
• transparency in reporting potential material matters in a timeous manner.

We are committed to ensuring that our PACs benefit from our operations and we are mindful that the strength of these relationships helps in safeguarding our social licence to operate.

We take a multi-level approach to stakeholder engagement, including monthly engagements with local community leaders, quarterly meetings with residents of local villages, and regular forums with district-level stakeholders and leadership. Letšeng’s Community Liaison Officer engages with the surrounding communities, government officials and community-elected representatives.

PACs select their community representatives, who sit on the CSRI subcommittee of the Letšeng Board, creating a direct link between communities’ needs and Board decision-making. In addition to regular community engagement forums, a grievance mechanism is in place for PAC members to submit issues directly to mine management.

SEIAs and community needs analyses identify the most pressing community needs and concerns. These are conducted through consultation processes facilitated by independent external specialists. The needs and concerns identified through these independent studies form the foundation of our CSI strategies and community engagement plans.

Community needs and concerns include:

• basic infrastructure provision and local economic development;
• improved access to education, skills development and healthcare;
• regular engagement and updates regarding progress on community projects;
• responsible and safe mining, environmental and social practices;
• responsible tailings management and disaster response mechanisms;
• local employment opportunities; and
• operational support in response to climate-related impacts, such as extreme weather events.

In 2022, the Group procured US$2.4 million of goods from PACs located around Letšeng and US$30.0 million of goods from the broader Mokhotlong region. From 2016 to 2022 the Group invested US$4.4 million in needs-based and sustainable CSI initiatives. In 2022, the Group invested US$0.5 million in CSI projects in education, clean water, sanitation and small business development.

Gem Diamonds’ sound customer relationships support demand for our unique diamonds and help to ensure that best prices are achieved. We interact with customers regularly in the normal course of business and at tenders, and communicate through the Company website and press releases. Customers can access our electronic tender platform, which is used to provide specific tender-related information.

Customers care about:

• consistent availability of large, high-quality diamonds;
• regular and transparent tenders;
• transparency and traceability of the provenance of rough diamonds; and
• responsible environmental and social practices.

Eight rough diamond tender viewings were held in Antwerp and two viewings were held in Dubai in March and September, respectively. Tenders were well attended and the competitive bidding was evidence of strong demand for our high-quality diamonds.

Suppliers and business partners provide the products and services we require to run our operations and achieve our strategic objectives; therefore, we build strong relationships with core suppliers. Formal written contracts and negotiations, applying the principles of transparency and our beliefs and attitudes drive the culture of the procurement supply chain. Some of these suppliers are involved with determining the future development of Letšeng through the Underground Feasibility Study.

• fair payment terms;
• local procurement opportunities; and
• responsible environmental and social practices.

In 2022, we received notifications from several suppliers regarding price increases due to the current inflationary environment and supply chain pressures.

Since 2006, Letšeng’s mining contractor has been Matekane Mining Investment Corporation Proprietary Limited (MMIC). MMIC is wholly owned and controlled by Ntsokoane Samuel Matekane, who became Prime Minister of Lesotho following the national elections in October 2022. The contract is due to expire in October 2024 and we are considering our options, which may include a tender process, before the expiry date.

The Government of the Kingdom of Lesotho is a 30% shareholder in Letšeng. We respect and adhere to regulations in all countries in which we operate and maintain good relationships with government and regulators. Engagements with regulators are held as appropriate. We interact with government regularly regarding operational challenges where support is required, regarding employment and progress on community initiatives, and to support local and national development priorities.

• responsible environmental and social practices and the health and safety of employees;
• good governance and ethics;
• community relationships and investments;
• local employment and procurement; and
• contribution to Lesotho’s gross domestic product through dividends, royalties and tax contributions.

Following the national elections held in Lesotho in October 2022, a new ruling party and Prime Minister were elected. The new administration is business-orientated and we look forward to working with them in future to contribute to the growth of Lesotho’s economy. A number of engagements have already taken place and will continue, as appropriate.