Investor relations

Corporate governance

Due to the size and nature of the Company, it does not currently comply with the provisions of the Combined Code. However, the Directors recognise the importance of sound corporate governance and intend, where practicable for a company of Norseman’s size and nature, to comply with the main provisions of the Combined Code.

The Board will establish an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities.  Michael de Villiers and David Steinepreis will be the initial members of the Audit Committee, with Michael de Villiers as chairman. Michael de Villiers and Vincent Pendal will be the initial members of the Remuneration Committee, with Michael de Villiers as chairman.

Audit Committee

The Audit Committee will receive and review reports from management and the Company’s auditors relating to annual and interim accounts and the accounting and internal controls in place throughout the Enlarged Group. It will meet at least twice a year and will have unrestricted access to the Enlarged Group’s auditors.

Remuneration Committee

The Remuneration Committee will set the terms and amount of the remuneration payable to Directors and members of the Company’s management. It will be empowered to obtain advice from external consultants on appropriate levels of compensation. In addition, it will administer the Company’s share option arrangements (see paragraphs 5 and 8 of Part IX of this document).

The Company has adopted a share dealing code in order to ensure compliance with Rule 21 of the AIM Rules on a similar basis to that set out in the “Model Code” annexed to the Listing Rules.