Namakwa Diamonds

Combined Code

The Combined Code provides, amongst others, that the board of directors of a company with a premium listing on the main market of the London Stock Exchange should include a balance of executive and non-executive directors (and in particular independent non-executive directors), with independent non-executive directors comprising at least one half of the board. The chairman is not treated as independent for this purpose. The Combined Code states that the board should determine whether a director is independent in character and judgement and whether there are any relationships or circumstances which are likely to affect, or could appear to affect, the director's judgement.

Neptune’s Board of Directors currently comprises six Non-Executive Directors, all of whom, with the exception of the Chairman and Deputy Chairman, are regarded by Neptune as independent Non-Executive Directors within the meaning of “independent” as defined in the Combined Code. With three Executive Directors serving on the Board, Neptune complies with the abovementioned provision of the Combined Code.

The Combined Code also recommends that the Board should appoint one of its independent non-executive directors to be the senior independent director (SID). The SID should be available to Shareholders if they have concerns which the normal channel Chairman, Chief Executive Officer or Chief Financial Officer have failed to resolve or for which such channel of communication is inappropriate. Mr. Edward Haslam acts as the SID of Neptune.