Caledonia Mining Corporation plc

About

Corporate Governance

Caledonia endorses and is committed to the principles of good corporate governance and corporate citizenship. Overall responsibility for governance lies with the board of directors of Caledonia (the “Board”) which has adopted a number of charters and policies with reference to the laws, codes and guidelines that apply in the multi-jurisdictional environment in which Caledonia and its group of companies operate (i.e. with reference to those of Jersey, Southern Africa, the UK, Canada and the USA).  In particular, it has adopted the UK’s Quoted Companies Alliance Corporate Governance Code.

CHAIRMAN’S CORPORATE GOVERNANCE STATEMENT

“As Chairman, I am principally responsible for setting the ethical tone of the Board and the Company, providing overall leadership to the Board without limiting the principle of collective responsibility of the Board for its decisions and for considering and approving the long-term strategy and vision for the Company.

I, together with my fellow Board members, recognise the importance of good corporate governance which supports the Company’s medium-to long-term success. Notwithstanding adherence by the Company to the governance laws and principles that are relevant to the Company by virtue of its multi-jurisdictional operating environment, the Board has decided, in particular, to apply the principles of the Quoted Companies Alliance Corporate Governance Code. The Code sets out best practices for small to medium companies and we have outlined the ten principles of the Code and explained how the Company has applied them in the document below entitled “THE QUOTED COMPANIES ALLIANCE’S TEN PRINCIPLES OF CORPORATE GOVERNANCE AND HOW CALEDONIA APPLIES THEM”.

The Company has two executive Directors and five independent non-executive Directors, thus ensuring a high level of independent views on the Board. All major decisions relating to the business are made by the Board as a whole, supported by the work of its Committees and their recommendations. The Board will continue to review the composition of the Board and its Committees as the Company grows and evolves.

The Directors have a wealth of experience from diverse professional and personal backgrounds. I am responsible for leading the Board, including ensuring that an appropriate level of diversity is maintained to promote distinct perspectives, and for implementing a robust governance framework. The CEO is responsible for leading the business in its strategic pursuits and for ensuring that the Company’s business model is implemented effectively and in line with the Company’s values.

The Board meets at least quarterly and as required from time to time to consider specific issues required for decision by the Board. Amongst other things, the Board is responsible for setting the Company strategy, ensuring corporate governance is of an appropriate standard, approves the business plan and appoints the CEO. The Board reviews key business risks regularly, including the financial and non-financial risks facing the business.”

Leigh A Wilson
November 2020

Directors of Caledonia who are members of each committee, as well as the Disclosure Committee which is responsible for overseeing the Disclosure Policy, are detailed in the table below:

 WilsonKellyHoltzhausenMcGloinCurtisLearmonthClarke
Audit
Governance
Compensation
Nomination
Strategic Planning
Technical
Disclosure