Corporate Governance
“Effective governance is key to Petra’s success and involves a process of continuous improvement; we need to review and adapt our processes to meet the ever-evolving expectations of our stakeholders.”
Board of Directors
Petra is headed by an effective Board, with the appropriate balance of experience, skills, independence and knowledge of the Company to properly discharge its responsibilities and duties.
The Board’s key responsibilities include:
- setting Petra’s strategic aims, ensuring that the necessary resources are in place for the Petra to meet its objectives, and reviewing management performance in achieving such objectives;
- providing leadership of Petra within a framework of effective systems and controls, which enable risk to be assessed and managed;
- developing the collective vision of Petra’s purpose, culture and values and the behaviour it wishes to promote in conducting business and ensures that its obligations to its shareholders and other stakeholders are understood and met; and
- carrying out all duties with due regard for Petra’s sustainability and long-term success
Division of Responsibilities
In order to ensure the effective co-operation of the Board, there is a clear division between the responsibilities of the Directors.
Role of the Chair
Mr Vargas
- leads the Board and is primarily responsible for the effective working of the Board;
- in consultation with the Board, ensures good corporate governance and sets clear expectations with regards to Company culture, values and behaviour;
- sets the Board’s agenda and ensures that all Directors are encouraged to participate fully in the activities and decision-making process of the Board;
- is the ultimate custodian of shareholders’ interests;
- engages with shareholders and other governance-related stakeholders, as required;
- meets with the Senior Independent Director and with the iNEDs without the Executive Directors present, in order to encourage open discussions and to assess the Executive Director’s performance;
- identifies induction and development needs of the Board and its Committees; and
- chairs the Investment Committee thereby playing an important part in approving and recommending capital allocation decisions of the Company.
Role of the Chief Executive Officer
Mr Duffy
- is primarily responsible for implementing Petra’s strategy established by the Board and for the operational management of the business;
- leads and provides strategic direction to the Company’s management team;
- runs the Company on a day-to-day basis;
- implements the decisions of the Board and its Committees, with the support of the Executive Committee;
- monitors, reviews and manages key risks;
- ensures that the assets of the Group are adequately safeguarded and maintained;
- is the Company’s primary spokesperson, communicating with external audiences, such as investors, analysts and the media;
- leads by example in establishing a performance-orientated, inclusive and socially responsible Company culture; and
- chairs the Executive Committee and is a member of the H&S and Sustainability Committees, thereby having direct involvement in the strategic management of Petra’s Safety, Health and Sustainability issues, including labour relations, and is also a member of the Investment Committee.
Role of the Senior Independent Non-Executive Director
Mr Pryor
- provides a sounding board for the Chair and serves as an intermediary for the other Directors as necessary;
- is available to shareholders if they have concerns which contact through the normal channels has failed to resolve or for which such contact is inappropriate;
- leads the iNEDs in undertaking the evaluation of the Chair’s performance;
- chairs the Nomination Committee thereby playing an important part in assessing and advising on the appropriate composition of the Board and its skill-set; and
- is a member of Petra’s Audit and Risk, Remuneration, Investment and Safety, Health and Sustainability Committees, thereby having oversight of the Group’s material risks and opportunities, and bringing his skill-set and independent judgement to the benefit of these Committees.
Role of the Non-Executive Directors
Ms Molebatsi and Ms Gudgeon
- challenge the opinions of the Executive Director, provide fresh insight in terms of strategic direction, and bring their diverse experience and expertise to the benefit of the leadership of the Group;
- assess the performance of the Chair;
- scrutinise the performance of the Executive Director in terms of meeting agreed goals and objectives;
- ensure that the governance, financial information, controls and systems of risk management within the Group are robust and appropriate;
- determine the appropriate levels of remuneration of the Executive Director; and
- provide a breadth of skills and experience to Board Committees and, in the case of Independent Non-Executive Directors, independence.
Board Committees
The Board has delegated oversight and approval of certain matters to six principal committees.
Chair: Deborah Gudgeon
Members: Bernard Pryor and Lerato Molebatsi.
The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code.
Responsibilities:
To oversee the Group’s financial reporting, internal and external audit, system of internal control, risk management processes, IT governance and systems relating to ethics, compliance, whistleblowing and fraud.
The Audit & Risk Committee meets formally at least twice a year and otherwise as required.
Chair: Bernard Pryor
Members: Lerato Molebatsi and Deborah Gudgeon
The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code 2018.
Responsibilities
The Remuneration Committee advises the Board on the remuneration of Executive Directors and setting an overall policy for remunerating the Group’s employees.
The Remuneration Committee meets formally at least twice a year and otherwise as required.
Chair: Bernie Pryor
Members: Lerato Molebatsi and Deborah Gudgeon
The majority of the members of this Committee are considered independent in accordance with the recommendations of the UK Corporate Governance Code.
Responsibilities
The Nomination Committee leads the process for Board appointments and the re-election and succession of the Directors and the Chairman of the Board.
The Nomination Committee meets formally at least twice a year and otherwise as required.
Chair: Lerato Molebatsi
Members: Bernard Pryor and Richard Duffy.
Responsibilities
The Health, Safety and Sustainability (SH&S) Committee oversees the Group’s health and safety systems, policies and performance, as well as the Group’s performance relating to sustainability matters, particularly social and environmental matters.
The SH&S Committee meets formally at least twice a year and otherwise as required.
Chair: José Manuel Vargas
Members: Richard Duffy, Bernard Pryor, Deborah Gudgeon and Lerato Molebatsi
Responsibilities
The Investment Committee, depending on the threshold, approves and makes recommendations to the Board on capital expenditure, investment proposal and disposals.
The Investment Committee meets twice a year and otherwise as required.
Chair: Richard Duffy (CEO)
Members: Johan Snyman (CFO), Juan Kemp (Operations Executive: Cullinan Diamond Mine), Jaison Rajan (Operations Executive: Finsch Diamond Mine), Greg Stephenson (Sales & Marketing Executive), Thashmi Doorasamy (Group HR & Public Affairs Executive), Rupert Rowland-Clark (General Counsel & Company Secretary) and Vivek Gadodia (Head of Corporate Planning and Development)
Responsibilities
Petra’s Executive Committee (Exco) assists the CEO in the performance of his duties and in dealing with the day to day activities of the Company’s business.
