Our stakeholder engagement

We aim to better understand our stakeholders' legitimate needs and concerns

Our relationships and transparent and regular engagement with our stakeholders supports improves decision-making, promotes sustainability and ensures Gem Diamonds’ positive contribution to society.


Stakeholder management

Gem Diamonds’ strong relationships with stakeholders, particularly employees, regulators, communities and society, underpins the Group’s social licence to operate. The relationships built and information obtained through regular engagements with these stakeholders, provides relevant input for decision-making, promotes the long-term sustainability of the Group and enables our contribution to wider society.

The Board is responsible for stakeholder engagement and relevant stakeholder views and strategic issues are regularly reviewed, clearly understood and underpin the work of the Board. We consider the views of stakeholders when making decisions regarding strategy, sustainability, remuneration, CSI and other relevant matters.

Our stakeholder engagement strategy guides interactions with stakeholders. Various engagement channels are utilised, which include:

Electronic channels     Written communication     Direct interaction     Media
Company website.
Virtual meetings.
Email and SMS. communications.
Electronic tender platform.
Sustainability platform.
   
Annual Report and Accounts.
Sustainability Report.
TCFD Report.
Quarterly and interim results statements and presentations.
Newsletters.
   
In-person meetings.
AGMs.
Investor roadshows.
Results presentations.
Industry conferences.
Tenders.
Informal interaction.
Independent analysis of community needs.
Community representative meetings.
Corporate Social Responsibility Investment (CSRI) Committee meetings.
   
Press releases.
Interviews.
Media briefings.

The effectiveness of stakeholder engagement in the Group is included in the annual Board evaluation process and personal performance objectives (that determine short-term incentive bonuses) for Executive Directors include a weighting for strengthening key stakeholder relationships.


Stakeholder engagement

01

Shareholders

02

Employees and
contractors

03

Bankers, insurers
and funders

04

Project-affected
communities

05

Customers

06

Regulators and government

Our shareholders include institutional shareholders (63% of shares) and private shareholders (37% of shares). Shareholders are the owners of the Group, and the Board is ultimately accountable to them for performance. Gem Diamonds’ strategy aims to maximise shareholder value in a sustainable manner. Shareholders represent a potential source of funding for future expansion opportunities.

The Chairperson, Senior Independent Director and Executive Directors engage regularly with shareholders at requested meetings, during roadshows to larger investors and at the AGM, which is attended by all Directors. The investor relations function is the responsibility of the Chief Legal and Commercial Officer. Feedback from these meetings is reported back to the Board at the Board meetings.

Shareholder interests include:

  • Growth opportunities.
  • Sustainable returns and capital allocation.
  • Cash flow generation and balance sheet strength.
  • Corporate governance and ethics.
  • ESG considerations including climate change and tailings facility management.
  • Responsible environmental and social practices.
  • Fair executive remuneration practices.

ENGAGEMENTS POST THE AGM

At the Group AGM in June, Resolution 14 (Authority to allot shares) passed with 71.99% of participating shareholders voting in favour, while Resolution 15 (The disapplication of pre-emption rights) and Resolution 16 (The further disapplication of pre-emption rights) did not pass with the proportion of votes against these resolutions exceeding 20%.

The Board is disappointed in the outcome of these votes given that these resolutions followed the provisions of the Pre-Emption Group’s Statement of Principles for the disapplication of pre-emption rights and reflected UK listed company market practice. In accordance with Provision 4 of the UK Corporate Governance Code, the Company engaged with the significant shareholder who voted against these resolutions. This is the second consecutive year that these resolutions were not passed, and due to the standing policy of this shareholder on these matters, it is unlikely to be resolved. The Board will continue to regularly consider their approach to this matter.

MAJORITY INTEREST IN SHARES

On 15 February 2022, the Company was notified of the following major interests (at or above 3%) in the issued ordinary shares of the Company in accordance with the DTR 5:

Shareholders     Number of ordinary shares     % shareholding
Sustainable Capital Limited     30 469 182     21.9
Graff Investments Limited     20 861 931     15.0
Lansdowne Partners Limited     18 677 221     13.4
Aberforth Partners LLP     17 187 672     12.3
Gem Diamonds Holdings Limited     9 325 000     6.7
Hosking Partners LLP     6 209 593     4.5

There were no further updates at the date of this report. Changes in major interests in the Company are updated on the Company’s website as and when they occur. The shareholder base comprises 140.5 million issued ordinary shares of US$0.01 each. There are institutional shareholders that hold 88.9 million shares (63%) and private shareholders who hold 51.6 million shares (37%).