TIDMPDL
RNS Number : 3809X
Petra Diamonds Limited
20 December 2023
20 December 2023 LSE: PDL
Petra Diamonds Limited
("Petra" or the "Company" or the "Group")
Board Changes
Petra today announces a series of changes that will result in a
smaller and more efficient Petra Board. Once these changes take
effect, Petra's Board will reduce from eight to seven Directors,
having been ten Directors immediately prior to the Company's AGM
last month.
These changes are a small but important part of the ongoing cost
saving measures that are being implemented across the Group to
provide further flexibility should prevailing market conditions
continue and also in response to feedback from shareholders. The
changes outlined below (including the reduction in the Board from
ten to seven Directors; the merger of the Sustainability and Health
& Safety Committees; and the Chair and Non-Executive Director
("NED") fee reductions) will, once effective, reduce Petra's Board
fees by at least c. 25% on an annualised basis.
-- Jon Dudas will step down from the Board in his role as
independent NED (and therefore as a member of the Company's Audit
& Risk, Remuneration, Nomination and Investment Committees)
with effect from 17 February 2024 but will assume the role of Board
advisor for 6 months until 17 August 2024. Jon's advisor fee will
be less than the reduced basic annual fee for NEDs over this
period.
-- Alex Watson will step down from the Board in her role as a
non-independent NED (and therefore as a member of the Company's
Sustainability and Investment Committees) also with effect from 17
February 2024 but will assume the role of Board Observer with
effect from this date.
Alex was appointed as a non-independent Non-Executive Director
on 1 July 2021, having been nominated by Franklin Templeton
pursuant to a Nomination Agreement that was entered into following
the successful completion of the recapitalization of the Company.
The Nomination Agreement gives Franklin Templeton the right to
nominate an Observer to Petra's Board, with the Observer being
entitled to attend but not vote at Board meetings. While Franklin
Templeton does not currently intend to nominate a Director to
replace Alex, it retains the right to do so under the Nomination
Agreement. Alex's annual fee as an Observer will be less than the
reduced basic annual fee for NEDs.
-- José Manuel Vargas has been appointed as a non-independent
NED of the Company, effective 1 January 2024. José Manuel is a
significant shareholder of Petra, currently holding c. 8.57% of
Petra's issued share capital.
José Manuel is currently Executive Chairman and CEO of MAXAM,
one of the world's largest explosives manufacturers , having been
appointed in 2020. In addition, José Manuel also serves on the
Board of Directors of Fluidra S.A. (since 2018) and is a Senior
Advisor to Rhone Capital, having previously been a Managing
Director. With effect from 1 January 2024, José Manuel will step
down from his role as CEO of MAXAM (remaining Chairman) and resume
his position as Managing Director of Rhone Capital.
José Manuel was previously the Chairman and CEO of Aena SME,
S.A. leading its restructuring, partial privatization and IPO in
2015. Prior to joining Aena, he held senior management positions at
Vocento S.A., where he served as CFO until his promotion to CEO.
Before his tenure in the communications sector, he was the CFO and
General Secretary of JOTSA (part of the Philipp Holzmann Group).
Mr. Vargas has also served on several other Boards of Directors,
including Aena, Vocento, Diario ABC, Cadena COPE, Net TV, Diario El
Correo and Wellbore Integrity Solutions.
José Manuel, a Spanish citizen, holds a degree in Economics and
Business Sciences from the Complutense University of Madrid, a
degree in Law from UNED and is a Chartered Accountant.
-- New Safety, Health & Sustainability Committee : with
effect from 1 January 2024, the Company's Sustainability and Health
& Safety Committees will be merged to form a single Safety,
Health & Sustainability Committee that will be Chaired by
Lerato Molebatsi, the current Sustainability Committee Chair. The
merger of these Committees will make the Board more efficient and
result in one less Chair fee, without impacting the importance of
health and safety matters at Petra which remain a key focus.
Members of this Committee will be Lerato Molebatsi (Committee
Chair), Varda Shine (Board Chair), Richard Duffy (CEO) and Bernie
Pryor (SID and current Health & Safety Committee Chair).
-- Remuneration Committee Chair : following the Board changes
that took effect immediately after the Company's AGM on 14 November
2023, which saw Varda Shine appointed as Chair and Bernie Pryor as
Senior Independent Director ("SID"), Bernie Pryor will become Chair
of the Remuneration Committee, with Varda stepping down from this
role. Bernie has been a member of the Remuneration Committee since
he joined Petra's Board in 2019 and for six years he was Chair of
the Remuneration Committee of MC Mining Limited, listed on the
London and Johannesburg Stock Exchanges. This change will also
become effective on 1 January 2024.
-- Chair and NED fees : the Chair's fee and the NED fees
(including the SID fee, Committee Chair fees and basic
Non-Executive Director fees) will all be reduced by 5%, with effect
from 1 January 2024, apart from the Sustainability, Health &
Safety Committee Chair fee which will be slightly increased to
match the Audit & Risk and Remuneration Committee Chair fees
and reflect the increased responsibilities of the Safety, Health
& Sustainability Committee.
Varda Shine , Non-Executive Chair of Petra Diamonds
commented:
"We very much appreciate the contributions Jon has made to the
Board during his tenure and we look forward to him starting his
role as Board advisor, noting Jon's considerable experience across
the mining and resources sectors, particularly on strategic
matters.
We also thank Alex for her contributions as a Director and
welcome her in her new role as an Observer - Petra is fortunate to
have someone with Alex's wealth of experience continuing to provide
input to the Board in this new capacity.
I am delighted to welcome José Manuel to the Petra Board. We
look forward to drawing on José Manuel's extensive executive and
Board experience across a range of sectors. José Manuel will
provide valuable commercial and entrepreneurial perspectives to the
Board during these challenging market conditions .
I believe the changes announced today will result in a lower
cost, more efficient and right-sized Board which has an appropriate
balance of skills and experience."
Ends
For further information, please contact:
Petra Diamonds, London Telephone: +44 20 7494 8203
Patrick Pittaway investorrelations@petradiamonds.com
Julia Stone
Kelsey Traynor
Financial PR (Camarco)
Gordon Poole Telephone: +44 20 3757 4980
Owen Roberts petradiamonds@camarco.co.uk
Elfie Kent
About Petra Diamonds Limited
Petra Diamonds is a leading independent diamond mining group and
a supplier of gem quality rough diamonds to the international
market. The Company's portfolio incorporates interests in three
underground mines in South Africa (Finsch, Cullinan Mine and
Koffiefontein) and one open pit mine in Tanzania (Williamson). The
Koffiefontein mine is currently on care and maintenance in
preparation for sale or closure.
Petra's strategy is to focus on value rather than volume
production by optimising recoveries from its high-quality asset
base in order to maximise their efficiency and profitability. The
Group has a significant resource base which supports the potential
for long-life operations.
Petra strives to conduct all operations according to the highest
ethical standards and only operates in countries which are members
of the Kimberley Process. The Company aims to generate tangible
value for each of its stakeholders, thereby contributing to the
socio-economic development of its host countries and supporting
long-term sustainable operations to the benefit of its employees,
partners and communities.
Petra is quoted with a premium listing on the Main Market of the
London Stock Exchange under the ticker 'PDL'. The Company's loan
notes due in 2026 are listed on the Irish Stock Exchange and
admitted to trading on the Global Exchange Market. For more
information, visit www.petradiamonds.com.
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END
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