Strong governance and effective risk management underpin everything we do. Decision-making begins with responsible conduct. The governance framework at Centamin provides the Board with the structure to make considered decisions, balancing long-term growth and short-term returns, and setting the highest standards for the organisation.
As a premium listed company on the London Stock Exchange, we are compliant with the UK Corporate Governance Code. In addition, the Company follows the applicable regulations of the Toronto Stock Exchange. The Company actively monitors developments in applicable laws, international standards and best practises to ensure that our approach consistently provides the required platform for success.
PROCESSES AND CONTROLS CREATE THE FRAMEWORK TO DELIVER OUR STRATEGY
BOARD STRUCTURE
Effective corporate governance begins with a strong board, led by the Chair, with the appropriate skills and experience to challenge and support the executive team in delivering the corporate strategy. The Board currently comprises of two executive directors and seven independent non-executive directors.
Members:
- Marna Cloete (Chair)
- Dr Catharine Farrow
- Iman Naguib
- Hoda Mansour
Members:
- Dr Sally Eyre (Chair)
- Jim Rutherford
- Marna Cloete
- Iman Naguib
Members:
- Jim Rutherford (Chair)
- Dr Sally Eyre
- Mark Bankes
- Hennie Faul
Members:
- Dr Catharine Farrow (Chair)
- Marna Cloete
- Hennie Faul
- Hoda Mansour
Members:
- Hennie Faul (Chair)
- Dr Sally Eyre
- Mark Bankes
- Dr Catharine Farrow
Board Independence
Gender
Nationalities
Experience by sector
As a valuable part of the Company’s corporate governance structure, the Centamin Board has established the following committees in accordance with UK corporate governance requirements.
Board Charter
This Board Charter sets out the role, composition and responsibilities of the Board of Directors within the governance structure of the Group. The conduct of the Board is also governed by the Company's Code of Conduct Policy and Articles of Association.
Audit and Risk Committee Mandate
The Audit and Risk Committee considers in detail the suitability of the Company’s risk management and internal controls systems. It is involved in the review of all key accounting policies and matters requiring judgement and estimation including whether the annual report is fair, balanced and understandable.
Nomination Committee Mandate
The committee is responsible for reviewing the Board’s succession plans and helps to fill vacancies among the senior management team by looking at the necessary and desirable competencies, skills, knowledge and experience of Directors. It helps the Board by making recommendations on the appointments of committees and as to the structure, size and composition of the Board and its committees. It makes recommendations to the Board for the appointment and re-election of Directors and considers the requirements for Board diversity (including gender and ethnic diversity).
Remuneration Committee Mandate
The Committee's primary functions are to make recommendations to the Board on the remuneration, recruitment, retention, termination, superannuation and incentive policies and procedures for Senior Executives and the Group’s employee or executive incentive share plans.
Following a comprehensive review, in 2019 the new Directors Remuneration policy received 98% shareholder approval.
Sustainability Committee Mandate
The Sustainability Committee focuses on health and safety, environmental, social and governance. Matters relating to the environment (not limited to climate change, emissions to air, water, land, pollution and waste, biodiversity, energy and resource efficiency), human rights, diversity and inclusion, workforce engagement, sustainable communities and engagement with its wider stakeholders are also considered by the committee.
Technical Committee Mandate
The Technical Committee supports and advises the Board in reviewing technical and operational matters. The committee helps in monitoring decisions and processes designed to ensure the integrity of the Group’s reserve and resource estimations. The committee is also responsible for technical reporting, internal quality control and assurance over the Group’s mining assets and exploration, including oversight of the life of asset, production and exploration.
"Centamin has reshaped its Board and senior management team, strengthening the leadership structure across the Group"
Dr Sally Eyre Senior Independent Director