REG - Caracal Gold PLC - Board Committee Appointments

Caracal GoldAnnouncement

06/05/2025 13:00

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RNS Number : 5232H  Caracal Gold PLC  06 May 2025

Caracal Gold plc / LSE: GCAT / Market: Main Market of the London Stock
Exchange

 

6 May 2025

Caracal Gold Plc

('Caracal' or the 'Company')

Board Committee Appointments and Establishment of New Committees

Caracal Gold PLC, the East African focused gold company is pleased to announce
that following the recent appointments to its Board of Directors, it has
finalised the composition of its Audit, Risk, Remuneration and Nominations and
Environmental and Social Responsibility Committees. In addition, the Board has
established and constituted two new committees, a Finance Committee and a
Corporate Governance Committee.

The composition of these committees, through which the Board delegates some of
its key functions under specific written terms of reference, and the newly
established committees are firmly in line with the Company's commitment to
have established and to at all times implement a corporate governance
framework that is designed to ensure that the Company is effectively managed,
regulatory obligations are met and that the Company is managed in an
appropriate manner to meet the expectations of its shareholders and
stakeholders.

Audit Committee

The Audit Committee primarily responsible for advising and assisting the Board
of Directors in ensuring the quality, transparency, and integrity of published
financial information and the Company's financial statements, annual and
interim reports and accounts. The Audit Committee is also responsible for
overseeing and monitoring the Company's accounting, internal controls,
internal and independent audit functions, compliance, risk management, and
internal policies.

The Audit Committee is chaired by independent non-executive director Mr Martin
Westerman and also comprises independent non-executive directors Mr Edward
Ruheni, Mr Stefan Muller and Ms Noreen Kidunduhu.

Remuneration and Nominations Committee

The Remuneration and Nominations Committee is responsible for evaluating the
balance of skills, knowledge, experience and diversity of the Board of
Directors, and reviewing the Board's structure and identifying potential
candidates to be appointed as Directors. In addition, the Remuneration and
Nominations Committee is responsible for reviewing and making recommendation
to the Board of Directors on the Company's remuneration framework, and
determines and agrees with the Board the framework and broad policy for the
remuneration of the Chairman and Executive Director, and other members of
senior management.

The Remuneration and Nominations Committee is chaired by independent
non-executive chair Ms Noreen Kidunduhu and also comprises non-executive
directors Mr Kevin Warrington, Ms Hannah Wang'ombe and Mr Simon Grant-Rennick.

Risk Committee

The Risk Committee is responsible for monitoring and managing relevant
business and regulatory risks from the Company's operating activities. The
Risk Committee will regularly assess and review the Company's risk management
systems to ensure that systems in place, and internal policies and procedures
are robust enough to deal with the risks faced by the Company.

The Risk Committee is chaired by independent non-executive director Mr Kevin
Warrington and also comprising independent non-executive directors Mr Martin
Westerman, Ms Hannah Wang'ombe and executive director Mr Jason Brewer.

Environmental and Social Responsibility Committee

The Environmental and Social Responsibility Committee is responsible for
overseeing all environmental and social responsibility matters such as energy
and natural resources conservation, environmental and supply chain
sustainability, human rights, employee health, safety and well-being,
diversity and inclusion, public policy engagement, and the corporate
charitable and philanthropic activities of the Company. The Environmental and
Social Responsibility is also responsible for setting, reviewing, approving
and overseeing the Company's sustainability strategy and management of
environmental, social, and governance matters, as well as reviewing and
approving the Company's sustainability policies, programs, targets and
performance.

The Environmental and Social Responsibility Committee is chaired by
independent non-executive director Ms Hannah Wang'ombe and also comprising
independent non-executive directors Mr Kevin Warrington, Mr Edward Ruheni and
executive director Mr Jason Brewer.

Finance Committee

The Finance Committee is a newly established committee and is responsible for
providing financial oversight of the Company's financial and funding
activities and to ensure that at all times the Company has the necessary
financial resources and access to capital and working capital to operate
efficiently and effectively. The Finance Committee will assist in establishing
financial goals and objectives and establishing and managing its funding
strategies. It will also provide oversight of the Company's executive
management teams development and management of its operating budgets.

The Finance Committee is chaired by independent non-executive director Mr
Martin Westerman, and also comprises independent non-executive directors Mr
Kevin Warrington, Mr Stefan Muller and Ms Hannah Wang'ombe.

Corporate Governance Committee

The Corporate Governance Committee is another newly established committee to
provide oversight of the Company's corporate governance policies and
procedures and its compliance with evolving standards and changing business
needs. Its establishment is a sign of the importance to have a dedicated
committee to oversee this key area and to ensure the appropriate attention,
time and resources are allocated to corporate governance matters and to the
identification and remediation of any issues that involve Listing Rules
compliance.

The Corporate Governance Committee is chaired by independent non-executive
chair Ms Noreen Kidunduhu and also comprising non-executive directors Mr
Simon-Grant Rennick, Mr Martin Westerman and executive director Mr Jason
Brewer.

Jason Brewer, Executive Director, said:

"The recent strengthening of the Company's Board of Directors has provided us
with an opportunity to make these new appointments to these key Board
Committees and to further establish a new Finance Committee and a new
Corporate Governance Committee.

"These Board Committees play a significant role in our operating activities
here in Africa and in the United Kingdom. We have a diverse and dynamic Board
and we are fortunate in being able to draw on the expertise of many of them in
these key areas and that ensures an informed decision-making process, an
effective oversight of our activities and good corporate governance.

"The members of these Board Committees between them possess the necessary
skills and experience, along with a significant understanding of the
underlying business principles which I believe will enable us to deliver value
and growth to our shareholders and key stakeholders."

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed
in accordance with the Company's obligations under Article 17 of MAR.

 

* * ENDS * *

For further information visit www.caracalgold.com or contact the following:

 Caracal Gold plc

 Jason Brewer            jason@gathonimuchaiinvestments.com

 Shareholder Enquiries   info@gathonimuchaiinvestments.com

 

Notes:

Caracal Gold plc is an expanding East African focused gold company with a
clear strategy to grow production and resources both organically and through
strategic acquisitions. Its immediate aim is to recommence and rapidly
increase production to +50,000ozs p.a. and build a JORC compliant resource
base of +3Moz. The Company is progressing a well-defined mine optimisation
strategy at its 100% owned Kilimapesa Gold Mine in Kenya, where there is
significant mid-term expansion potential and the ability to increase gold
production to 24,000oz p.a. and the resource to +2Moz (current JORC compliant
resources of approx. 706,000oz). Alongside this, Caracal is undertaking a
targeted exploration programme at the Nyakafuru Project in Tanzania, which has
an established high-grade shallow gold resource of 658,751oz at 2.08g/t
contained within four deposits over 280 km2 and appears amenable to
development as a large scale conventional open pit operation.

Caracal's experienced team has a proven track record in successfully
developing and operating mining projects throughout Africa.

The Company is a responsible mining and exploration company and supports the
positive social and economic change that it contributes to the communities in
the regions that it operates. It is a proudly East African-focused company: it
buys locally, employs locally, and protects the environment and its employees
and their families' health, safety, and wellbeing.

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