Board Changes

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: [phone]

Patrick Pittaway                                                          [e-mail]

Julia Stone

Kelsey Traynor

Financial PR (Camarco)

Gordon Poole                                                              Telephone: [phone]

Owen Roberts                                                             [e-mail]

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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