GEMFIELDS

30 APRIL 2025

Application of King IV Principles in 2024

APPLICATION OF KING IV PRINCIPLES IN 2024

GEMFIELDS GROUP LIMITED

Legal Disclaimer

This document, which has been compiled by Gemfields Group Limited (the "Company"), comprises written materials and information regarding the Company, including its business, results of operations and possible prospects. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company, its shareholders or affiliates, in the United Kingdom, the United States, South Africa, nor any other country, nor may it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto, nor does it constitute a recommendation regarding the shares of any group member.

No reliance may be placed for any purposes whatsoever on the information contained in this document or on its completeness, or lack thereof. In particular, any data or figures presented in this document may not have been audited and should therefore be treated with due caution. No representation or warranty, express or implied, is given by or on behalf of the Company, or any of its subsidiaries (together the "Group") or their respective advisors or representatives as to the accuracy or completeness of the information or opinions contained in this presentation. None of the Company, the Group, their advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use of this document, or its contents, or otherwise arising in connection with this document.

This document and its contents contain information that is commercially sensitive, confidential and must not be reproduced, redistributed or passed on, directly or indirectly, to any other person or party or published, in whole or in part, for any purpose. The document is only being made available on the condition of confidentiality.

Certain statements in this presentation, or given in response to questions, may constitute forward-looking statements. These statements relate to future events or future performance and reflect the Company's assumptions regarding the growth, results of operations, performance and business prospects and opportunities of the Group.

In particular, any statements regarding the Company's objectives, plans and goals involve forward-looking statements. We caution you that any forward-looking statements are just estimates. They are not guarantees of future performance and involve manifold risks and uncertainties. A number of factors could cause actual events, performance or results to differ materially from what is indicated in the forward-looking statements. There can be no assurance that actual events, performance or results will be consistent with these forward-looking statements, and the Company's assumptions may prove to be incorrect. The Company does not intend, and, subject to any legal or regulatory requirements, does not assume any obligation, to update or revise forward-looking statements to reflect new events or circumstances.

This document illustrates how Gemfields Group Limited (the “Company”) and the group of entities controlled by the Company (the “Group”) applied each of the principles of the King IV Code on Corporate Governance (“Code”) during the calendar year ending 31 December 2024.

Application of King IV Principles

LEADERSHIP, ETHICS AND CORPORATE CITIZENSHIP

Leadership

Principle 1 The Board should lead ethically and effectively

Integrity

The Board subscribes to and promotes the highest standards of integrity and good corporate governance, itself acting ethically and setting the tone for an ethical organisational culture. The Board’s ethical approach is further strengthened by the diverse experience of its non-executive directors, half of whom are independent.

Disclosure of other directorships, personal financial interests and any other conflicts of interest, and those of related persons, in any matter before the Board is a standing Board agenda item and declared conflicts are recorded in the minutes of the meeting. If the other Directors require, Directors excuse themselves from discussion on any matters in which they may have a conflict of interest. Independent Board committees may be formed by non-conflicted Directors on an ad hoc basis as required.

Competence

The Board ensures that it has sufficient working knowledge of the Company and its industry as well as the key laws, rules, codes and standards applicable to the Company. The Company requires all Group companies and their directors and employees to comply with all applicable laws. Each Director has an understanding of the laws and standards applicable to the Company. The Board receives an update on relevant issues at each scheduled meeting and training is arranged as part of the induction of new Directors. In addition, all Board members are required to keep up to date with the continuing professional development requirements of their respective professions.

The Board approved a Board Performance Evaluation Policy for the assessment of the performance of each Director and Board Committee (including the Chair). The first formal Board evaluation was initiated in the second quarter of 2022 and completed in March 2023. A specialist third-party agency was engaged to conduct the Board evaluation. The next Board evaluation is planned for 2026.

Responsibility and Accountability

The Board assumes collective responsibility for steering and setting the direction of the Group. Members of the Board are willing to answer for the execution of their responsibilities, even where these are delegated. Certain responsibilities are reserved for the Board, while others are delegated to Board committees, each with formal mandates and terms of reference. This delegation, however, does not reduce the individual and collective responsibilities of Board members’ overall fiduciary duties and responsibilities.

The Board ensures that the Group’s core corporate governance principles are communicated and adhered to by management and then cascaded from management to all employees of the Group.

Fairness

The members of the Board take a stakeholder-inclusive approach and direct the Group in such a way that takes into account the effect of its operations on the natural environment, society and future generations.

Transparency

The members of the Board disclose information in a manner that enables stakeholders to make an informed analysis of the Company’s performance and sustainability.

The Board has approved a charter (the “Board Charter”) setting out its role, responsibilities, membership requirements and procedural conduct. In December 2024, a Disclosure Committee was formed in order to consider the disclosure of potentially price sensitive information. This Committee is comprised of senior management and reports to the Audit Committee.

Organisational Ethics

Principle 2 The Board should govern the ethics of the Company in a way that supports the establishment of an ethical culture

The Board takes responsibility for determining the Group’s strategic direction and providing oversight of corporate governance. The Board is focused on ethics and ensuring that appropriate standards of governance and ethics are in place across the Group.

The Board has put in place, amongst others, a Group Code of Ethics, an Anti-Bribery and Corruption Policy, an Anti-Money Laundering and Counter Terrorist Financing Policy, a Modern Slavery Policy and an Anti-Facilitation of Tax Evasion Policy (the “Policies”). These Policies are implemented and monitored by the Responsible Officers, who are either Board members or senior members of the Group’s legal team. The Policies are published on the Group’s intranet and incorporated by reference into supplier and employee contracts, where appropriate. The Policies are constantly under review to ensure they incorporate updates to legislation and best practice. Non-compliance with the Policies may be considered a serious disciplinary offence. Even if not illegal, or investigated by a law enforcement authority or regulator, if any acts are committed that are contrary to the guidance contained in the Policies, the Company reserves the right to take internal disciplinary action, including without limitation, dismissing those involved. All Group policies and standard operating procedures have been collated in one place – the Group Policy Manual – which is published on the Group’s intranet.

Training is provided to all relevant employees on an annual basis in relation to key areas of organisational ethics, namely anti-bribery and corruption and anti-money laundering and counter terrorist financing. Training is also provided to London-based employees on data protection and the General Data Protection Regulation. Completion of such training is closely monitored including by the Board. In 2021 the Legal Team rolled out targeted anti-bribery and corruption training for the Group’s ‘politically exposed persons’ (“PEPs”).

In addition to the above, the Board is constantly considering how the Group can act more ethically. In 2020, the Company adopted a Group-Wide Share Dealing Policy, which replaced a pre-existing policy. The policy reflects obligations under the Market Abuse Regulation (MAR) as a result of the Company’s listing on the Alternative Investment Market, of the London Stock Exchange (AIM), in addition to obligations under the JSE Listings Requirements.

The Company does not currently have a Social and Ethics Committee as historically the nature and size of the Company made such a committee unnecessary. However, given the growing focus on Environmental, Social and Governance (“ESG”) matters, the Company established an ESG and Ethics Committee (“ESG Committee”) in 2022. The ESG Committee is chaired by Toby Hewitt, the Company’s Group Legal and Corporate Affairs Director. Its principal purpose is to prioritise, monitor and advance the Group’s ESG efforts. It has its own terms of reference, and its members are made up of a cross-section of senior employees across the Group. The ESG Committee meets quarterly. The Group’s ESG areas of focus are set out in the Group ESG Strategy Framework which has been adopted by the Board. The ESG Committee is in addition to the Risk Council (“Risk Council”), which is chaired by Simon Scott, an Independent Non-

Executive Director of the Company. Its principal purpose is to monitor current and emerging strategic, operational and ethical risks and challenges facing the Group. It has its own terms of reference, and its members are made up of a cross-section of senior employees across the Group. The Risk Council meets quarterly, and its recommendations are reported to the Audit Committee in advance of its own Committee meetings. When the Audit Committee does not meet, the Risk Council reports to the Board in advance of its meetings. The Risk Council’s key focus in 2024 was the continued monitoring of the Gemfields Enterprise Risk Management System (“GERMS”) and ongoing assessment and mitigation of Group-wide risks.

In 2020, a whistle-blowing reporting facility was launched to all Group employees. It is managed by a third party in the UK under the SeeHearSpeakUp brand. Reporting is available by telephone (with translators), email or via a website form. Any allegations received are forwarded to three Authorised Receivers of Information (“ARIs”) in the London office who are independent of the operating management line. The ARIs then assess the allegation, determine how it should be investigated and provide feedback to SeeHearSpeakUp who, if possible, communicate developments to the individual who raised the concern.

Responsible corporate citizenship

Principle 3 The Board should ensure that the Company is, and is seen to be, a responsible corporate citizen

The Board ensures that the Company is, and is seen to be, a responsible corporate citizen. In formulating the Group’s strategy, it considers a full range of issues that influence the sustainability of the business, create value over the long term and takes into account the social, economic and natural environment in which the Group operates. These include consideration of the following:

i. the workplace, by promoting employment equity, fair remuneration, safety, health, dignity and development of employees through its employment policies and procedures;
ii. the economy, by promoting economic transformation and the prevention, detection and response to fraud and corruption through its business policies and procedures;
iii. society, by promoting public health and safety, consumer protection, community development and protection of human rights, through its corporate responsibility policies and procedures; and
iv. the environment and climate, by promoting the prevention of pollution, minimising waste disposal, protecting biodiversity through its environmental policies and procedures.

In its 2020 Annual Report the Group accounted for and disclosed its greenhouse gas (“GHG”) footprint for the first time. Its calculation and methodology were independently verified by internal audit. Such disclosures are also included in the 2024 Annual Report. A Group Emissions Policy and Emissions Strategy document was approved and adopted at the Q4 2024 ESG Committee meeting. In 2025 the Group will continue its journey to corporate responsibility-related compliance, whilst also ensuring compliance with any applicable and mandatory IFRS sustainability reporting standards which are expected to replace/consolidate existing standards.

Strategy, performance and reporting

Principle 4 The Board should appreciate that the Company’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value creation process

The Board believe that strategy, risk, performance and sustainability are inseparable.

The Board, led by the Chair, is responsible for formulating and developing the strategy for the Company. Budgets are presented to the Board as well as strategic plans, and any risks and opportunities are identified and considered.

Formal policies are in place which govern environmental, corporate social investment, ethical and remuneration matters, which ensure the long-term sustainability of the Group. Such policies are under regular review.

In respect of disclosure on strategy and performance please refer to Principle 5 below.

Principle 5

The Board should ensure that reports issued by the Company enable stakeholders to make informed assessments of the Company's performance, and its short, medium and long-term projects

The Board ensures that all reports issued by the Company are compliant with legal reporting requirements and meet the reasonable and legitimate needs of stakeholders.

The Board oversees the publication of the following:

Annual Financial Statements;
Market updates via SENS, RNS and via the Group’s website, https://www.gemfieldsgroup.com/;
Half year/Interim Results;
Annual Report.

The Board, assisted by the Audit Committee and Disclosure Committee, takes responsibility for the Group’s external reporting and ensures that it fairly represents the performance of the Group.

GOVERNING STRUCTURES AND DELEGATION

Primary role and responsibilities of the Board

Principle 6

The Board should serve as the focal point and custodian of corporate governance in the company

Through regular Board meetings the Board determines policies and processes to ensure the integrity of the Group, manage risks and oversees internal controls if necessary. The Board has overall responsibility for all Group policies, and these are regularly reviewed and updated.

In 2020 the Board approved the Board Charter setting out its role, responsibilities, membership requirements and procedural conduct. The Board is satisfied that it has fulfilled its responsibilities as required under the Board Charter during the reporting period.

Composition of the Board

Principle 7

The Board should comprise the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively

Composition

The Board assumes responsibility for its composition by approving processes to attain the appropriate balance of knowledge, skills, experience, diversity and independence.

In 2020 the Board approved and adopted a Board Diversity Policy, which sets out its approach to diversity to be adopted by it and the Nomination Committee, when making new recommendations/appointments to the Board.

When considering the balance of the Board and the nomination of new members, the range of skills, knowledge, experience and diversity of existing incumbents is taken into account. The Company seeks to

promote diversity at Board level, although does not set targets for race, age, sexual orientation or gender. The key factors considered are those which will result in the appointment of the best qualified individuals who can best serve the interests of all of the Company's stakeholders. Any Director appointed since the previous AGM may only hold office until the next AGM. A retiring Director can be re-elected at the same AGM.

Independence of directors and conflicts

There are eight Directors on the Board, of which six are Non-Executive Directors. Four of the Non-Executive Directors are independent. A review of the independence of the directors is undertaken each year by the Board, assisted by the Nomination Committee. Patrick Sacco and Kieran Daly are not considered independent in the context of King IV as shareholder representatives of Assore International Holdings Limited ("AIHL"). Mr Sacco is currently the executive chairman of, and holds a beneficial interest in, AIHL, which in turn holds 340,367,121 ordinary shares in the Company, representing 29.14 per cent of the Company's voting rights. As such, Mr Sacco is deemed to have a beneficial interest in AIHL's entire legal holding in Gemfields. Mr Daly is managing director of Assore International Holdings Limited.

Disclosure of other directorships, personal financial interests and any other conflicts of interest, and those of related persons, in any matter before the Board is a standing Board agenda item. If the other Directors require, Directors excuse themselves from discussion on any matters in which they may have a conflict of interest. In addition, declarations of any real or perceived conflicts of interest are collected from all senior employees annually, including executive directors.

Kwape Mmela is the Company's Lead Independent Non-Executive Director ("LID"). The LID's main responsibilities are to chair any meeting in which the Chair has a conflict of interest, and to give stakeholders a point of contact separate from the Executive Directors.

Nomination, election and appointment of members to the governing body

The Nomination Committee seeks to ensure that the Board has the right balance necessary to carry out its responsibilities in keeping with robust standards of governance and makes recommendations to the full Board in line with these principles.

Chair of the Governing Body

The offices of Chair and Chief Executive Officer are separate, formalised, and clearly defined. This creates a balance of power and authority and means that no individual is able to exercise unrestricted power. Bruce Cleaver became Non-Executive Chair of the Company effective from 1 July 2024. The other members of the Board believe that the Chair's wealth of knowledge and experience mean that he is best placed to provide overall leadership to the Board. Mr Cleaver is considered to be independent.

The Chair's role and responsibilities, along with those of the LID, are set out in the Board Charter.

Company Secretary

Toby Hewitt, Group Legal and Corporate Affairs Director, is Company Secretary of the Company (he was appointed to that role on 27 September 2018). Toby Hewitt is supported by Mourant Governance (Guernsey) Services Ltd and the internal legal and company secretarial team at the Company.

Induction of directors

Directors typically undergo an induction programme. The programme is tailored for the individual director. In broad terms, the programme sets out the Directors' responsibilities and educates the individual on the Group.

More detail on the Directors, including their qualifications and experience is set out in the Annual Report.

Committees of the Board

Principle 8

The Board should ensure that its arrangements for delegation within its own structures promotes independent judgement, and assists with balance of power and the effective discharge of its duties

The Board has delegated certain responsibilities to an Audit Committee, a Remuneration Committee and a Nomination Committee (each a “Committee”, together the “Committees”).

Each Committee has formal terms of reference which set out its membership, authority and responsibilities. The terms of reference are formally reviewed and approved by each Committee annually. The Chair of each Committee reports back to the Board after each meeting. The Board ensures that each Committee is well-structured and has a suitable level of authority, whilst retaining overall responsibility for the Group’s governance. The Committees are appropriately constituted, and members are appointed by the Board, except for the Audit Committee whose members are offered for re-election by shareholders each year.

The Board considers the allocation of roles and the composition of membership across the Committees in order to achieve the following:

Effective collaboration through cross-membership between Committees, where required; coordinated timing of meetings; and avoidance of duplication or fragmented functioning in so far as possible. Where more than one Committee has jurisdiction to deal with a similar matter, the specific role and positioning of each Committee in relation to such matter are defined to ensure complementary rather than competing approaches.
There is a balanced distribution of power in respect to membership across Committees, so that no individual has the ability to dominate decision making, and no undue reliance is placed on any individual.

External advisors, Executive Directors and members of management attend committee meetings by invitation.

The Board confirms that its delegation to the Committees promotes independent judgement and assists with the balance of power and effective discharge of duties. For a full breakdown of each Committee member’s qualifications and experience, please refer to the Annual Report.

The Committees are satisfied that they have fulfilled their responsibilities in accordance with their terms of reference for the reporting period.

Audit Committee

The Board, assisted by the Audit Committee, takes responsibility for the Group’s external reporting and ensures that it fairly represents the performance of the Group. In addition, it reviews annually the appropriateness of the expertise and adequacy of the resources of the finance function and assesses the Chief Financial Officer. Although ultimate responsibility for risk management lies with the Board, the Audit Committee monitors the Group’s risk management on an ongoing basis, including via the deliberations of the Risk Council. The Audit Committee reports to the Board on how it has discharged its duties.

The Audit Committee has clear terms of reference which set its agenda and focus. These terms are approved by the Board on at least an annual basis. The Chief Financial Officer may attend meetings by invitation.

The Company’s Audit Committee consists of Mary Reilly, Simon Scott and Kwape Mmela, each of whom is an independent Non-Executive Director. The Audit Committee members have suitable levels of skill and experience. Ms Reilly serves as the chair of the Audit Committee. The Audit Committee is responsible for overseeing the external audit process. The Audit Committee recommends the appointment of the external auditor to shareholders on an annual basis at the AGM. The Committee may meet with the auditor, either

formally or informally, throughout the year; the audit partner has access to the Committee through the Chair.

King IV recommends that all companies implement an internal audit function that is insourced to some degree. Oscar Loreti is head of the Company's Risk and Assurance Function (in which the Internal Audit Function sits). In January 2023, the Company appointed Daniel Jacobs as Group Manager - Internal Audit. Mr Jacobs has over thirty years of hands on, internal audit experience. The Internal Audit function is assisted by external advisers as is necessary. The Internal Audit function is independent and formally reports to Mary Reilly, as Chair of the Audit Committee.

The Audit Committee met three times during 2024.

Nomination Committee

The Company's Nomination Committee consists of Bruce Cleaver, Simon Scott and Kwape Mmela, each of whom is an independent Non-Executive Director. The Nomination Committee is chaired by Mr Cleaver. The Nomination Committee assists the Board in considering new board appointments as and when the need arises and succession planning more generally.

A formal process exists to appoint new Directors. When considering the balance of the Board, the nomination of new members or the appointment of senior executives, the range of skills, knowledge, experience and diversity of existing incumbents is taken into account as required by the Board Diversity Policy. The Company seeks to promote diversity at Board level, including gender, although does not set targets for race, age, sexual orientation or gender when making appointments. The key factors considered are those which will result in the appointment of the best qualified individuals who can best serve the interests of all of the stakeholders of the Company. The Nomination Committee seeks to ensure that the Board has the right balance necessary to carry out its responsibilities in keeping with robust standards of governance, subject to the agreement of the full Board.

A particular area of focus for the Nomination Committee during 2024 was ensuring a smooth transition during a time of significant change to the Board, following a broad search for both a new Chair and two new Non-Executive Directors.

The Nomination Committee met seven times during 2024.

Remuneration Committee

The Remuneration Committee determines the levels of remuneration for each member of the Company's Board.

The Remuneration Committee consists of Kwape Mmela, Mary Reilly, and Patrick Sacco, each of whom is an independent Non-Executive Director, other than Patrick Sacco who is not independent. The Remuneration Committee is chaired by Mr Mmela.

The fees payable for each Non-Executive Director are detailed in the Remuneration Committee Report in the Annual Report. Other fees are payable for membership of committees or other duties. Members of the Remuneration Committee do not participate when the level of their personal remuneration is considered.

A particular area of focus for the Remuneration Committee during 2024 was reviewing the structure of the Executive Director's annual cash bonus calculation and considering future LTIP awards.

The Group employed certain key management personnel throughout the year to assist with the day to day running of the business, and the Remuneration Committee's remit includes consideration of the remuneration paid to these individuals.

The Remuneration Committee met four times during 2024.

Evaluations of the performance of the Board governing body

Principle 9

The Board should ensure that the evaluation of its own performance and that of its committees, its chair and its individual members, support continued improvement in its performance and effectiveness

During 2020 the Board approved a Board Performance Evaluation Policy for the assessment of the performance of each Director and Board Committee (including the Chairman). Principle 9 of King IV requires that a formal evaluation take place at least once every two years. The first formal Board evaluation was initiated in the second quarter of 2022 and completed in early 2023. A specialist third-party agency was engaged to conduct the Board evaluation. The next Board evaluation is planned for 2026 given the recent changes to the composition of the Board.

Appointment and delegation to management

Principle 10

The Board should ensure that the appointment of, and delegation to, management contribute to role clarity and the effective exercise of authority and responsibilities

CEO appointment and role

Sean Gilbertson acts as the Company's Chief Executive Officer. The Chief Executive Officer is responsible for executing strategy and the day-to-day business of the Company. The Chief Executive Officer is the highest decision-making officer in the Group and is accountable to the Board for the successful implementation of the Group strategy and overall management of the Group.

The Chief Executive Officer is not a member of any Board committees. He attends the Audit, Remuneration, and Nomination Committee meetings as an invitee, if required.

New contracts of employment for the Chief Financial Officer and Chief Executive Officer have recently been put in place, on terms based on UK market practice.

Mr Gilbertson holds directorships at the following entities outside of the Company and its subsidiaries – Arianna Investments Ltd, F&W Properties (Pty) Ltd, GigaJoule Ltd, Koude Vlakte Pty Ltd, Sandfontein Lodge & Nature Reserve (Pty) Ltd.

The Board has identified an interim successor to both the Chief Executive Officer and Chief Financial Officer in relation to emergency situations.

Professional corporate governance services to the governing body

Toby Hewitt acts as the Company Secretary. Given the nature of the legal issues that face the Group, the Board believe it is best served by employing Mr Hewitt as Company Secretary, who has access to support from Mourant Ozannes Corporate Services, the internal legal and company secretarial team at the Company, external legal counsel and other advisors as necessary. The Company Secretary has a direct channel of communication to the Chair, while maintaining an arm's-length relationship with the Board.

The Company Secretary presents the Board with a legal and governance update at each scheduled meeting; the update includes corporate, legal and ESG-related matters, such as compliance with the UK Bribery Act, JSE Listings Requirements and the King IV Code and, compliance with the AIM Rules and related matters following the Company's listing on AIM in 2020.

The Company Secretary also considers other non-binding codes, rules and standards, assesses their impact, and recommends a suitable course of action to the Board. The Board takes responsibility for deciding whether to follow the recommendations of the Company Secretary and for ensuring compliance with applicable laws.

GOVERNANCE FUNCTIONAL AREAS

Risk governance

Principle 11 The Board should govern risk in a way that supports the Company in setting its strategic objectives

The Board takes full responsibility for all aspects of the governance of risk and is collectively responsible for the Group’s risk management. GERMS includes a Group-wide risk register to determine and describe the major risks and uncertainties that could have a material impact upon the Group.

In 2019, the Risk Council was formed. The Risk Council reports to the Audit Committee and is chaired by Simon Scott. The non-executive chair of the Audit Committee, Mary Reilly, may also attend. With this membership, and by reporting to the Audit Committee, a majority of Non-executive Directors are involved, in line with the recommendations of King IV.

In 2024, a key focus remained regular updates of the GERMS risk registers. The Board monitors the GERMS risk register, with the assistance of the Audit Committee, on an ongoing basis, and considers what action to take (if any) to mitigate each risk. In 2025, the planned key focus is to continue to regularly update the risk register, supported by the implementation of suitable policies and procedures and appropriate risk mitigation measures as necessary.

The Group’s principal risks and uncertainties are disclosed in the Group’s annual financial reporting as well as on the Company’s website. Any material changes are articulated in the Group’s interim financial reporting. The Group also communicates material information/updates to its shareholders via SENS, RNS and on the Company’s website. The Board also considers how best to anticipate infrequent, unlikely, but high impact events/risks.

Technology and information governance

Principle 12 The Board should govern technology and information in a way that supports the Company setting and achieving its strategic objectives

The Board is collectively responsible for promoting effective IT systems and has appointed a Chief Information Officer (“CIO”). Measures to ensure compliance to all relevant laws, information security and the protection of personal information are in place and these measures are reviewed and enhanced periodically. The Board is responsible for reviewing and approving Gemfields’ IT strategy. The CIO’s responsibilities are to ensure a well-coordinated, efficient, effective, properly resourced and timely-implemented IT strategy for the Group, ensuring the effectiveness and efficiency of the Group’s information systems from a strategic alignment and risk perspective.

The Group’s digital transformation journey continued in 2024 with the migration of key operational workflows to the cloud, improving scalability, reliability and aligning with the cloud first strategy. Enhanced threat detection was implemented by the Group with a continued focus on company-wide cybersecurity awareness training. An area of future focus will continue to be the continuous provision, resilience and securing of the various workforce platforms.

Compliance governance

Principle 13 The Board should govern compliance with applicable laws and adopt, non-binding rules, codes and standards in a way that supports the company being ethical and a good corporate citizen

The Board assumes overall responsibility for the governance of compliance with applicable laws, codes rules and standards, and setting the direction for how compliance should be addressed. The Board delegates management responsibility for compliance with financial reporting requirements and accounting standards to the Audit Committee. To the extent that legal and regulatory matters have an impact on the financial statements, reports are presented to the Audit Committee and the Board. The Company's legal department and the Group's operations have day-to-day responsibility for compliance with applicable laws generally.

In addition to the formal authorisation processes required for dealings in the Company's shares (detailed below), the Group has various policies and procedures in place governing the declaration of interests and the accepting and giving of gifts and hospitality.

Dealing in securities

In 2020, the Company adopted a Group-wide Share Dealing Policy, which replaced a pre-existing policy, and which sets out a code for the conduct of directors and employees in relation to dealing in the Company's shares. The purpose of this policy and code is to ensure that the Directors and employees of the Company and its subsidiaries, do not abuse, and do not place themselves under suspicion of abusing, 'inside information' and comply with their obligations under the UK Market Abuse Regulation (MAR), the AIM Rules for Companies and also the JSE Listings Requirements. These regulations define prohibited periods, which are around the time of the annual results, the interim results, or around the release of any other major announcements, price sensitive negotiations, acquisitions or disposals, or pending the release of any other price sensitive information. For Persons Discharging Managerial Responsibilities ("PDMRs") there are more stringent rules in place. Any transactions by directors and PDMRs are disclosed to the JSE and AIM and are published on SENS, RNS and on the Company's website.

Remuneration governance

Principle 14 The Board should ensure that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long-term

The Remuneration Committee ensures that the policies concerning the remuneration of Directors and Executives are fair and effected responsibly. The Remuneration Committee also determines the levels of remuneration for each member of the Company's Board. The Remuneration Committee consists of Kwape Mmela, Mary Reilly, and Patrick Sacco, each of whom is a Non-Executive Director. The Remuneration Committee is chaired by Mr Mmela.

The Board, with input from the Remuneration Committee, is responsible for maintaining and reviewing a Remuneration Policy (the "Remuneration Policy").

In designing the Remuneration Policy, there were three key areas of focus:

The Remuneration Policy should function as a strong tool to incentivise the performance of Executive Directors toward the success of the Company, its shareholders and other stakeholders.
Shareholder consultation and approval are of vital importance to the Board and is a key metric by which the Remuneration Committee will measure the success of the Remuneration Policy.
The King IV standards are to be incorporated into the Remuneration Policy.

The Company's Remuneration Policy and Remuneration Implementation Report were put to shareholders at the Company's AGM on 25 June 2024 and both votes were passed by the requisite majority.

Further details of the revised Remuneration Policy are available in the Remuneration Committee Report section of the Company's Annual Report.

Principle 15 The Board should ensure that assurance services and functions enable an effective control environment, and that these support the integrity of information for internal decision-making and of the company's external reports

The Audit Committee oversees the combined assurance framework and receives regular reports on assurance matters from the external auditor, internal auditors and executive management.

As part of the combined assurance framework, the Audit Committee oversees the internal audit function. This includes approving the annual internal audit plans, fees and resourcing, receiving audit reports and reviewing their findings and recommendations. The Audit Committee is satisfied that the Group's internal financial controls and the arrangements for internal audit were working effectively during the period and were predominantly adequate and fit for purpose. They will continue to oversee the Internal Audit function.

The Audit Committee also approves the non-audit services provided by the external auditors, recommends approval of the audit fees, considers the effectiveness and independence of the external auditor, and recommends the appointment/reappointment of the external auditor.

STAKEHOLDER RELATIONSHIPS

Stakeholders

Principle 16 In the execution of its governance role and responsibilities, the Board should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the company over time

The Board recognises that the perceptions of stakeholders could affect the Company's reputation. The Board believes that the best way to manage stakeholder perceptions is via effective, regular communication. The Board regularly communicates with its shareholders regarding the Group's financial performance and strategy, via SENS, RNS and via the Company's website, https://www.gemfieldsgroup.com/. The Company ensures communication with smaller shareholders who lack access to electronic media by way of publishing financial results in a main South African daily newspaper.

The Chief Executive Officer and Chief Financial Officer (supported by the investor relations function) interact with investors on a regular basis on the performance of the Group through presentations and scheduled meetings. The Company also participates in selected international conferences and conducts roadshows internationally.

The Board encourages directors, shareholders and relevant stakeholders to attend the AGM and other shareholders' meetings. The AGM may also be attended by the respective chairs of the Audit, Remuneration and Nomination Committees and the designated partner responsible for the external audit.

Interaction with stakeholders happens during the normal course of business across the Group where individuals strive to resolve any disputes with its stakeholders in an effective and consensual manner.

In 2024, shareholders approved all resolutions at the Group's AGM, with the exception of a general authority to issue shares for cash and waiver of pre-emption rights.

GEMFIELDS
GROUP LIMITED
1 CATHEDRAL PLAZZA
LONDON SW1E 5BP
UNITED KINGDOM
T +44 22 7318 3419
Inclusion image courtesy of Richard Hughes / Laitas Gemelag