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.

UK Corporate Governance Code

Whistleblowing Hotline

PROCESSES AND CONTROLS CREATE THE FRAMEWORK TO DELIVER OUR STRATEGY

BOARD STRUCTURE

Effective corporate governance begins with a strong board, led by the chairman, 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
  • Hennie Faul 

Members:

  • Dr Sally Eyre (Chair)
  • Jim Rutherford
  • Marna Cloete

Members:

  • Jim Rutherford (Chair)
  • Dr Sally Eyre
  • Mark Bankes

Members:

  • Dr Catharine Farrow (Chair)
  • Marna Cloete
  • Dr Ibrahim Fawzy
  • Hennie Faul

Members:

  • Hennie Faul (Chair)
  • Dr Sally Eyre
  • Mark Bankes
  • Dr Catharine Farrow

"Centamin has reshaped its Board and senior management team, strengthening the leadership structure across the Group"

Dr Sally Eyre Senior Independent Director

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.

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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.

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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).

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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.

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Sustainability Committee Mandate

The new Sustainability Committee will have focus across the health and safety, environmental, social (including employee engagement) and governance. Aspects of risk associated with the Company’s licence to operate will be considered by this committee. A review of the charter and interaction with the Board Audit and Risk Committees and other committees, including a new Technical Committee will be considered in the review.

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Technical Committee Mandate

The new Technical Committee will support and advise the Board in reviewing technical and operational matters. The committee will help in monitoring decisions and processes designed to ensure the integrity of the Group’s reserve and resource estimations. The committee will also be 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.

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