Is there any overlap between Corporate Governance & Public Reporting? Presentation to the Geological Society of South Africa. 10th October 2022, Johannesburg.

1. Is there any overlap between Corporate
Governance & Public Reporting?
James AH Campbell
Managing Director, Botswana Diamonds plc

2. 2
Presentation to the GSSA*
10th October 2022, Johannesburg
Outline
◆ Corporate governance and reporting
◆ Integrated reporting
◆ Corporate governance and reporting for AIM-listed companies
◆ Sustainable investment
◆ ESG** and market performance
◆ The role of social media in public reporting
◆ General trends and challenges in reporting
◆ Emerging views on governance and public reporting
◆ Case Study: Jagersfontein
◆ Concluding remarks
Is there any overlap between Corporate Governance and Public Reporting?
Corporate Governance & Public Reporting
* GSSA = Geological Society of South Africa
** ESG = Environmental, Social and Corporate Governance

3. 3
◆ Corporate governance is the
structure of rules, practices, and
processes used to direct and
manage a company
◆ Good governance is viewed as
critical to corporate reputation;
companies are expected to report
more meaningfully on-board
leadership and governance, and
explain how these contribute to
long-term success
◆ A periodic summary report of the
business will continue to be a
cornerstone of corporate reporting
to investors
Corporate Governance & Reporting
Corporate Governance & Public Reporting
Sources: deloitte.com, financialmutuals.org,
corpgov.law.harvard.edu/

4. 4
◆ Integrated Reporting (‘IR’) involves reporting both financial and non-financial, and
environmental, social and governance information in a single document
◆ Effective corporate governance structures and practices enable IR to provide
stakeholders with transparency and quality information for decision making, leading to
greater value creation in organisations
Integrated Reporting
Corporate Governance & Public Reporting
The value of Integrated Reporting
Source: slideshare.net

5. 5
Corporate Governance & Reporting for
AIM quoted Companies
Corporate Governance & Public Reporting
The QCA Code for small/mid-size companies London AIM and regulatory framework
Deliver growth
• Strategy and business model promoting long-
term value
• Meeting shareholder needs and expectations
and social responsibilities
• Effective risk management.
Maintain a dynamic management framework
• A well-functioning, performing board
• Experienced and capable directors
• Corporate culture based on ethical values and
behaviours
• Fit-for-purpose governance structures and
processes
Build trust
• Communicate how the company is governed
and is performing
• Ongoing dialogue with shareholders and
stakeholders.
• AIM Rules framework
• Assessing companies, boards, and
shareholder suitability
• Ongoing obligations to maintain market
integrity
• Nominated Adviser (‘NOMAD’) guidance
through the governance mosaic
• Minerals companies guidance underpins
compliance with international mining codes
• Boards must adopt and report against a
recognised governance code i.e. QCA
• Reflected in AIM disclosure framework:
• Historic - AIM Rule 26 website
• Current - continuous disclosure
• Future - inside information and
market expectations
• Regime supported by Market Abuse
Regulations
Sources: aimlisting.co.uk, lexisnexis.com, theqca.com, Beaumont Cornish

6. 6
◆ Socially Responsible Investment (‘SRI’) began as a way of rejecting
investments in products that conflicted with personal belief systems or
social, moral, or ethical values
◆ A prime example were the sanctions imposed against Apartheid South Africa
in the 1960s, eventually leading to institutional and legislative change
Sustainable Investment
Corporate Governance & Public Reporting
Socially Responsible Investment
◆ The concept of SRI evolved into the “Triple Bottom Line” in the 1990s
and gained further momentum following the launch in 2005 of the UN
Principles for Responsible Investment (‘PRI’)
◆ SRI has evolved into an investing strategy that proactively makes
investments in companies that are creating a positive impact
“The aims of this group (De Beers) have been - and will remain - to earn
profits, but to earn them in such a way as to make a real and permanent
contribution to the well-being of the people and to the development of
Southern Africa”
Ernest Oppenheimer (c.1920)

7. 7
◆ Millennials like to take moral ownership of
whom they invest with and how
◆ Easy access to a variety of investment
information is a luxury that was not readily
available to older generations
◆ Prioritisation of environment, social and
governance (‘ESG’) factors means that
returns are no longer the singular goal of
investment
◆ Millennials account for 23% of the global
population. By 2025 they will represent 75%
of the global workforce
Socially Responsible Investment
Corporate Governance & Public Reporting
Socially Responsible Investment
“A good head and good heart are always a formidable combination. But when
you add to that a literate tongue or pen , then you have something very special”
Nelson Mandela

8. 8
ESG & Market Performance
Corporate Governance & Public Reporting
Sustainability drives market value
Would you…
◆ …invest in a company with an inexperienced board?
◆ …consider investing in a mining company that is not serious about the environment?
◆ …invest in an exploration company that neglects its relationships with local
communities?
The COVID-19 Downturn
and ESG Investing,
MSCI 2020

9. 9
The Role of Social Media in Public Reporting
Corporate Governance & Public Reporting
◆ Social media platforms are used by one in
three people in the world, and more than two-
thirds of all internet users
◆ Audiences today expect concise, relevant and
visually engaging information
◆ Social media allow companies to share
information quickly and widely
◆ Social media offer direct engagement with
specific communities
◆ Companies are able to select the social media
platforms that are most relevant to their
target audience
◆ Their story must be consistent across all
channels

10. 10
Corporate Governance & Public Reporting
The Role of Social Media in Public Reporting
Live updates; visual data; thought leadership; social responsibility…

11. 11
◆ Active engagement around corporate content is increasing, replacing
passive viewing. Engagement is measured in volume, quality, and impact
◆ Disclosure to valid social media channels offers a solution for companies
that don’t want to be perceived as sitting on information that might be
viewed as ‘material’
◆ Many listed companies use Twitter for business communication, including
financial reporting
◆ LinkedIn is emerging as the first choice for results-related content
◆ Once innovative company disclosure channels - such as investor relations
websites, webcasting and PR wire services - are struggling to stay relevant
◆ A divide will emerge between companies that are authentic and proactive,
and those that are merely ‘broadcasting’
General Trends & Challenges in Reporting
Corporate Governance & Public Reporting

12. 12
◆ The AIM Rules require adoption of a governance code, typically the QCA code
◆ Consideration of incorporating elements of the QCA code into IAR and CPRs:
◆ Clear depiction of the company’s business model and how their strategy relates to this (ie.
“Why” is the report being written)
◆ Quantitative risk analyses, including a gap assessment between generally accepted
governance and sovereign state practices
◆ A discussion on both formal and informal internal controls
◆ Avoidance of ‘boilerplate’ disclosures
◆ Clear and transparent remuneration of directors and advisors
◆ The distinct role of each director and advisor
◆ Much of the ‘general’ information in a CPR could also be set-out at the back of the
report or in an addendum.
◆ Need to find the right balance between encouraging entrepreneurship and application
of another level of bureaucracy
Emerging Views on Governance & Public Reporting
Corporate Governance & Public Reporting
“There was some concern that the key advantage of the QCA Code - its flexibility - could also be its downfall if
this leads to it not being taken seriously. A balance must be struck between keeping the benefits of the flexible
framework, whilst ensuring it is not treated as another box ticking exercise” Gateley plc

13. 13
Compliance and Reporting in the Minerals Industry
Sources: Paul Miller, LinkedIn
Case Study: Jagersfontein - 1
◆ Mine opened in 1870
◆ Operated by De Beers from 1940-71
◆ Mine de-proclaimed in 1973
◆ Mine sold to a consortium made-up of
SuperKolong, Sonop and Reinet in 2010
to process the dumps
◆ Sold in April 2022 to Stargems for €20M
◆ Slimes dam failure of 11 September
2022 occurred under Stargems
ownership BUT the dam was chiefly
built by the previous operators
◆ 2009 judgement stated that the MPRDA
did not apply to historic dumps so OHSA
and NEMA applied and not MHSA.

14. 14
Compliance and Reporting in the Minerals Industry
Sources: Dr Luis Torres-Cruz, LinkedIn; Richard Spoor, Twitter
Case Study: Jagersfontein - 2
Discussion or possible
‘failure’ points
◆ Should the MHSA have
been applied post the
2009 ruling?
◆ Monitoring by the
relevant authorities?
◆ Alleged negative
SRK report?
◆ Possible corruption?
◆ Public reporting by
Reinet?
◆ Due diligence by
Stargems?
◆ Technical design and/or
operation?
Massive difference between public & private reporting!

15. 15
◆ Companies are expected to report regularly and meaningfully on all ESG factors
◆ Today’s investors favour companies that are creating a positive impact
◆ Millennials’ investment choices align with their values, favouring sustainability, good
governance and environmental awareness
◆ Integrated Reporting of transparent and quality information leads to greater value
creation
◆ Increased scrutiny of sustainability and governance information by discerning audiences is
forcing companies to “walk the talk”
◆ This is not as simple as it sounds especially when sovereign states fall short on generally
accepted principles of ESG
◆ A “social license to operate” is key to unlocking sustainable and broad-based value
creation in the mining sector: it must be part of the DNA of the company and not a tick
box exercise
◆ Social-media-savvy companies with a deep understanding of their key audiences will
develop more successful communication and funding strategies
◆ Informed, discerning investors are able to differentiate between authentic companies,
and “broadcasters”
Concluding Remarks
Corporate Governance & Public Reporting

16. Thank you
16
The following are gratefully acknowledged in the compilation of this presentation:
Vittoria Jooste, Prof Tania Marshall, Michael Cornish (Beaumont Cornish Ltd),
Andrew Raca (VSA Capital Ltd) and Michael Rosenberg OBE
Corporate Governance & Public Reporting

17. 17
⧫ James Campbell is Managing Director of Botswana Diamonds plc (a diamond
development company active in Botswana, South Africa and Zimbabwe and listed on
London AIM and the Botswana Stock Exchange). He has spent over thirty-five years in
the diamond industry in a variety of leadership roles both in major and junior
companies.
⧫ Previous roles include Non-Executive Director of Shefa Gems (where he is still Technical
Advisor); Chief Executive Officer and President of Rockwell Diamonds Inc; Non-Executive
Director of Stellar Diamonds plc; Vice President - New Business for Lucara Diamond
Corp, Managing Director of African Diamonds plc; Executive Deputy Chairman of West
African Diamonds plc and Director of Swala Resources plc and Bugeco sa.
⧫ James also worked at De Beers for over twenty years; his roles included General
Manager for Advanced Exploration and Resource Delivery and the Executive Chairman
Nicky Oppenheimer’s first Personal Assistant.
⧫ James holds degrees in Mining and Exploration Geology from the Royal School of Mines
(Imperial College, London University) and an MBA with distinction (and top student
prize) from Durham University. He is a Fellow of the Geological Society of South Africa,
Institute of Mining, Metallurgy and Materials, South African Institute of Mining and
Metallurgy and Institute of Directors of South Africa. He is also a Chartered Engineer
(UK), Chartered Scientist (UK) and a Professional Natural Scientist (RSA).
⧫ James is also chairman and founding director of Common Purpose South Africa NPC (a
not-for-profit organization that develops leaders who can cross boundaries and is
synonymous with the terms ‘cultural intelligence’ and ‘leadership beyond authority’).
CPSA celebrated its twentieth anniversary in 2020. He was also a director, trustee and
chairman of the Joburg Ballet for almost fifteen years.
About the author
Corporate Governance & Public Reporting
https://twitter.com/JAHC1
https://www.linkedin.com/in/jamesahcampbell/
https://www.slideshare.net/JamesAHCampbell1
https://www.youtube.com/JamesCampbell_JAHC

18. 18
162 Clontarf Road
Clontarf
Dublin 3
Ph: +27 83 457 3724
Web: www.botswanadiamonds.co.uk
Twitter: @BotswanaDiamond
Email: james@botswanadiamonds.co.uk
Corporate Governance & Public Reporting