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 policies for Caledonia and its group of companies and these are regularly reviewed.

In accordance with the requirement of Rule 26 of the AIM Rules for Companies issued in March 2018, Caledonia must provide details of a recognised corporate governance code that the board of directors of Caledonia has decided to apply, how the company complies with that code, and where it departs from its chosen corporate governance code an explanation of the reasons for doing so.

Caledonia is subject to and therefore applies the requirements of Canadian National Instrument 58‑101 ‑ Corporate Governance Disclosure (“NI 58‑101”). NI 58‑101 requires a company to include in its management information circular each year the disclosure required by Form 58‑101F1. Appendix “ A” of Caledonia’s management information circular for its most recently held or scheduled annual general meeting, a copy of which can be found here, provides corporate governance disclosure in respect of Caledonia including, in particular, answers and explanations to the requirements set out in Form 58‑101F1.

The Board has also adopted a Code of Business Conduct, Ethics and Anti-Bribery Policy which commits Caledonia and its group of companies, directors and employees to the highest standards of business and ethical conduct. All such persons and all contractors must follow and abide by the Code, a copy of which can be found here:

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