Petra Diamonds Limited
Annual Report and Accounts 2013
82
Corporate Governance
Directors’ Report
The Directors recognise that it is important that a mining company such as Petra aims
to introduce a dividend policy when appropriate in the Company’s development.
The Directors present their Management Report, which
includes the Corporate Governance Statement on pages 54
to 65, together with the audited Financial Statements of the
Group for the year ended 30 June 2013 on pages 88 to 133.
For the purpose of DTR4.1.8R, this Directors’ Report plus any
cross-references made herein is deemed the ‘Management
Report’ and should be read with the annual Financial Statements
on pages 88 to 133.
Principal activities
Petra is a leading independent diamond mining group and
an increasingly important supplier of rough diamonds to the
international market. The Company has a well-diversified
portfolio, with controlling interests in six producing mines:
five in South Africa (Finsch, Cullinan, Koffiefontein, Kimberley
Underground and Helam) and one in Tanzania (Williamson).
Petra also has controlling interests in the Sedibeng and Star
mines in South Africa, which were placed on care and
maintenance subsequent to the Year end. In addition,
the Company has an exploration operation in Botswana.
Business review
The Annual Report and Accounts has been prepared to
provide shareholders with a fair and balanced review of
Petra’s business, the outlook for the future developments
of the Group, as well as the principal risks and uncertainties
which could affect the Group’s performance.
Going concern
Following a review of the Group’s financial position and
forecasts, the Directors have concluded, having taken into
account key assumptions including (but not limited to) production
levels, diamond price and exchange rate sensitivities, flexibility
around capital expansion expenditure and debt facility headroom,
that sufficient financial resources will be available to meet
the Group’s current and foreseeable cashflow requirements
for a period of at least 12 months from the date of this report.
On this basis, they consider it appropriate to prepare the
Financial Statements on a going concern basis.
Dividend policy
No dividend has been declared or paid in the current or prior
Year. The Directors recognise that it is important that a mining
company such as Petra aims to introduce a dividend policy
when appropriate in the Company’s development. The Board
will formalise the Group’s dividend policy when the Group’s
free cashflow, currently being reinvested in expanding its key
operations, is sufficient to support the ongoing payment
of a dividend.
Stock exchange listing
The Company’s shares are admitted to the premium segment
of the Official List and are traded on the Main Market of the
London Stock Exchange. The ordinary shares themselves are
not admitted to CREST, but dematerialised depositary interests
representing the underlying ordinary shares issued by Capita
IRG Trustees Limited can be held and transferred through the
CREST system. The rights attached to the ordinary shares are
governed by the Companies Act 1981 (Bermuda) (as amended)
and the Company’s Bye-Laws.
The Company is a constituent of the FTSE 250.
Directors and their interests
The interests of the Directors and their families in the issued
share capital of the Company as at 30 June 2013 (other than in
respect of share incentives granted to the Directors, which are
detailed in the Directors’ Remuneration Report on pages 80
to 81 and note 27 to the Financial Statements) were as follows:
Name
30 June 2013
30 June 2012
Mr Pouroulis
1,2
9,564,650
9,564,650
Mr Dippenaar
640,000
640,000
Mr Davidson
640,000
640,000
Mr Abery2
1,979,649
1,979,649
Dr Bartlett
Mr Gordon Hamilton
70,000
70,000
Mr Tony Lowrie3
n/a
Dr Omar Kamal4
n/a
1 7,735,000 ordinary shares in the Company are held by a trust of which Mr Pouroulis
is a beneficiary.
2 3,659,299 ordinary shares in the Company are held by a trust of which Mr Pouroulis
and Mr Abery are beneficiaries.
3 Mr Lowrie was appointed to the Board on 12 September 2012.
4 Dr Kamal resigned from the Board on 4 February 2013.
There have been no changes to the Directors’ interests since
30 June 2013 to the date of this Management Report.
1...,74,75,76,77,78,79,80,81,82,83 85,86,87,88,89,90,91,92,93,94,...142