Namakwa Diamonds

The Board has established audit, remuneration and nomination committees.  The combined Code requires that all the members of the audit committee and remuneration committee and a majority of the members of the nominations committee should be independent non-executive directors.

- Audit & Risk Committee
- Remuneration & Nomination Committee
- Health & Safety Committee
- Conflicts of interest - Directors

Audit & Risk Committee

The audit and risk committee is currently made up of two independent non-executive directors and includes one non executive director with recent and relevant financial experience.  It is intended that a further non-executive director will be appointed to this committee in due course.

The audit and risk committee is chaired by Dirk van Staden and its other member is Edward Haslam.  Each of the Chief Executive Officer and the Chief Financial Officer of the Company may be invited to attend all or part of meetings of the committee but they do not have any voting rights.

Ordinarily, the audit and risk committee will meet four times a year. The committee has responsibility for, inter alia, the planning and review of the Neptune Group's annual report and accounts and half-yearly reports and for the involvement of the Neptune Group's auditors in that process. It focuses in particular on compliance with legal requirements, accounting standards and regulatory requirements and on ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board.

The terms of reference of the audit and risk committee cover such issues as membership and the frequency of meetings, the role of the secretary and the requirements for notice and quorum of meetings and the right to attend such meetings. The duties of the audit and risk committee are: financial reporting, internal controls and risk management systems, whistle-blowing, internal audit, external audit, and reporting responsibilities. The terms of reference also set out the authority of the committee to carry out its duties.

Remuneration & Nomination Committee

This remuneration and nomination committee is made up of four independent non-executive directors.  The committee is chaired by Edward Haslam and its other members are Con Fauconnier, Dirk van Staden and Alex Davidson. Each of the Chief Executive Officer and the Chief Financial Officer of the Company may be invited to attend all or part of the meetings of this committee, but they do not have any voting rights.

Ordinarily, the committee will meet four times a year.  The committee has responsibility for the determination of specific remuneration packages for each of the executive and non-executive directors, including pension rights and any compensation payments and recommending and monitoring the level and structure of remuneration for senior management, including equity incentive arrangements.  The committee will also make recommendations to the board, inter alia, on board composition and balance.

The terms of reference of the reumuneration and nomination committee cover such issues as membership, the frequency of meetings, with the role of secretary and the requirements of notice and quorum of meetings and the right to attend such meetings. The duties of the committee are: determining and monitoring policy on and setting levels of remuneration across the Neptune Group, contracts of employment, early termination, performance related pay, pension arrangements, authorising claims for expenses from the Chief Executive Officer and Chairman and the reporting and disclosure of such remuneration. The terms of reference also set out the authority of the committee to carry out its duties.

Health & Safety Committee

The health and safety committee is made up of three independent non-executive directors.

The committee is chaired by Con Fauconnier and its other members are Alex Davidson and Edward Haslam. The Neptune Group's Chief Operating Officer may be invited to attend all or part of meetings of the committee but does not have any voting rights. Ordinarily, the committee will meet four times a year and leads the process for maintaining health and safety procedures within the Neptune Group's mining and beneficiation divisions.

The terms of reference of the health and safety committee cover items such as membership of the committee and recommendations for appointments thereto, frequency of meetings, responsibilities of members and governance.

Conflicts of interest - Directors

Directors must keep the Board informed at all times of any interest that could potentially conflict with those of Neptune. If the Board determines that a significant conflict of interest is present, the Director concerned will not receive the relevant Board papers and will not participate in the meeting when the item is discussed. During the course of the year, there have been no conflicts of interest for Board members.