TreeHouse Foods

Scope and boundary

We  are  pleased  to  present  this,    Tharisa  plc’s  second  Annual  Report 
since listing on the JSE. It presents our performance and details our core 
operations in South Africa and the Company’s related operations in Cyprus 
as well as our governance, strategy, risks, opportunities and prospects. 
The report covers the 12 month period to 30 September 2015. 

Our approach in this Annual Report has been to explain to investors and 
stakeholders  the  fundamentals  of  our  operating  context  and  business 
model,  risks  and  strategic  approach  towards  value  creation  to  enable 
them to make a more informed assessment of Tharisa and its prospects, 
its  impacts  and  the  sustainable  value  it  creates.  The  Annual  Report 
presents a concise view of the Company, its progress and strategy, with 
readers directed to relevant sections on our website – www.tharisa.com 
– for additional and/or full disclosure. While written primarily to address 
the interests of providers of capital, this report also addresses matters 
considered important to a wide range of stakeholders. 

Tharisa  applies  the  principles  of  the  King  III  code  of  governance  to  its 
decision  making,  strategy  formulation  and  implementation  and  these 
principles  have  also  been  applied  in  compiling  this  report.  We  further 
adhere to the JSE Listings Requirements.  

We  accept  that  integrated  reporting  is  a  journey  and  in  line  with  our 
commitment to the principles of integrated reporting, we have started 
to  incorporate  our  broader  social,  environmental  and  economic 
performance as far as possible throughout this report. While we have 
been  guided  by  the  International  Integrated  Reporting  Committee’s 
Framework, it will only be fully applied to future reports.

In line with these frameworks, recommendations and what we consider 
to  be  best  practice,  this  report  contains  a  number  of  forward  looking 
statements.  Various  factors,  conditions  and  developments  beyond  the 
control of the Company and its management may cause the conditions 
predicted  and  implied  in  these  forward  looking  statements  to  be 
materially  different  to  those  envisaged  at  the  time  of  writing.    Such 
variance  between  expectation  and  future  realities  may  have  a  material 
impact on the Company’s future performance and results.

The  Board  acknowledges  its  responsibility  for  ensuring  the  integrity 
of  this  Annual  Report.  The  Audit  Committee  recommended  the  2015 
Annual  Report  to  the  Board  for  approval,  which  approval  the  Board 
consented to give, believing that the report addresses all material issues 
and  impacts  and  gives  a  balanced  and  truthful  representation  of  the 
Company’s performance.

The condensed consolidated financial statements on pages 50 to 64 of 
this Annual Report and consolidated Annual Financial Statements on our 
website  have  been  prepared  in  accordance  with  IFRS  as  issued  by  the 
International Accounting Standards Board, the Cyprus Companies Law 
and the JSE Listings Requirements.

A glossary of abbreviations, definitions and technical terms appears on 
pages 65 to 68.

 ANNUAL REPORT 2015

Contents

OVERVIEW 

  Highlights 

  Group statistics 

  Major Group companies 

  Geographic location 

  Investment case 

  Our business model 

LEADERSHIP REVIEW 

OPERATIONAL REVIEW 

  Value chain 

  Tharisa Minerals 

  Arxo Metals 

  Arxo Resources 

  Arxo Logistics 

MINERAL RESOURCE AND MINERAL 

RESERVE STATEMENT 

MATERIAL RISKS 

STAKEHOLDER ENGAGEMENT 

GOVERNANCE 

  Board of directors 

  Corporate Governance 

  King III Application 

  Remuneration report 

DIRECTORS’ REPORT 

REPORT OF THE AUDIT COMMITTEE 

CONDENSED CONSOLIDATED 

FINANCIAL STATEMENTS 

GLOSSARY 

SHAREHOLDER INFORMATION 

NOTICE OF ANNUAL GENERAL 

MEETING 

FORM OF PROXY 

Further reading online at www.tharisa.com

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39

43

48

49

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65

69

70

75

Introduction

Tharisa is an integrated resource group incorporating mining and the 
processing, beneficiation, marketing, sales and logistics of PGM and 
chrome concentrates.

Mission
To maximise shareholder returns 
through innovative exploitation of 
mineral resources in a responsible 
manner

Values
•  The safety and health of our 

people is a priority

•  We take responsibility for the 
effect that our operations may 
have on the environment

•  We are committed to the 
upliftment of our local 
communities

•  We conduct ourselves with 

integrity and honesty

•  We strive to achieve superior 
returns for our shareholders

•  We originate new opportunities 
and will continue to challenge 
convention through innovation 

Strategic initiatives
•  Implementation of optimisation

initiatives to maximise value extraction

•  Growth through innovative research 

and development 

•  Growth through accretive acquisition, 
development and operation of large 
scale and low cost projects that are in 
or close to production

•  Leveraging off the established platform
for expansion into multi-commodities 
with geographic diversity

•  Capital discipline with a dividend 
policy of 10% on NPAT and capital 
allocation to low risk projects

Highlights

PGM PRODUCTION
(6E)

50.9%

118.0 koz

(2014: 78.2 koz)

CHROME CONCENTRATE 
PRODUCTION

3.4%
1.122 Mt

(2014: 1.085 Mt)
Production of 112.8 kt of higher value chemical 
and foundry grade concentrates (2014: 148.2 kt)

REVENUE

OPERATING PROFIT 

2.5%
US$246.8m

(2014: US$240.7m)

NET CASH GENERATED 
FROM OPERATIONS

84.8%

US$41.4m

(2014: US$22.4m)

211.9%
US$18.4m

(2014: US$5.9m)

EBITDA

75.8%

US$29.0m

(2014: US$16.5m)

HEADLINE EARNINGS 
PER SHARE

US$ 2 cents

(2014: US$ 20 cents loss)

PROFIT BEFORE TAX

US$9.6m

(2014: US$40.3m loss)

Tharisa plc Annual Report 2015

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Group statistics

Reef mined
Stripping ratio
Reef milled
PGM rougher feed grade
PGM ounces produced
PGM recovery
Average PGM contained metal basket price
Cr2O3 ROM grade
Chrome concentrates produced

Metallurgical grade 
Foundry and chemical grade 

Chrome recovery
Chrome yield
42% metallurgical grade chrome concentrate 
contract price
Average exchange rate

Group revenue
Gross profi t/(loss)
Net cash fl ows from/(used in) operating activities
Net profi t/(loss) for the year
EBITDA
Headline earnings
Headline earnings per share
Gross profi t/(loss) margin
Capital expenditure*

On-mine lost time injury frequency rate**
On-mine employees including contractors
Other Group employees

kt
m3 waste: m3 reef
kt
g/t
6E koz
%
US$/oz
%
kt
kt
kt
%
%

US$/t CIF China
ZAR:US$

US$ million
US$ million
US$ million
US$ million
US$ million
US$ million
US cents
%
US$ million

2015

2014

2013

2012

4 183.2 
10.7 
4 400.4 
1.62 
 118.0
 65.8
 885
18.3 
1 122.2 
1 009.4 
112.8 
58.0
25.5 

158 
12.0 

246.8 
43.1 
41.4 
6.0 
29.0 
4.7
2
17.5 
24.6 

0.06 
2 000 
59

3 908.5
10.6
3 913.1
1.63
78.2
48.8
1 103
19.4
1 085.2
937.0
148.2
59.4
27.7

158
10.6

240.7
32.6
22.4
(54.9)
16.5
(48.9)
(20)
13.5
24.3

0.14
1 938
66

3 305.6
8.4
3 865.7
1.41
57.4
43.7
1 132
20.7
1 192.8
1 130.3
62.5
–
30.9

165
9.2

215.5
25.9
(3.0)
(47.4)
13.9
(46.8)
(19)
12.0
24.3

0.14
1 688
67

1 433.1
10.9
1 094.0
1.27
8.0
28.3
1 104
22.1
338.8
338.8
–
–
31.0

191
8.1

53.9
(8.2)
(9.2)
(30.0)
(28.3)
(26.0)
(340)
(15.3)
189.0

0.19
1 562
67

2011

678.3
6.1
505.0
–
–
–
–
–
107.0
107.0
–
–
21.2

255
7.0

28.1
(1.2)
(49.3)
(88.5)
(33.6)
(84.8)
(1 276)
(4.4)
40.7

0.34
1 032
61

*  Including deferred stripping of US$15.2 million (2014: US$11.5 million).
** Per 200 000 man hours worked.

PGM  recovery  improved  to  65.8% 
in  FY2015  on  the  back  of  the 
commissioning  and  operation  of 
the  high  energy  flotation  circuit  in 
late 2014.

22
2

ThaThaThaThaT risisrisa aa ppa lcc Annuanu l Repoepoepopoportrtrtrtrt 20120120120120155555
Tharisa plc Annual Report 2015

 
 
6E PGM ounces produced (koz)

Chrome concentrate tonnes produced (kt)

120

100

80

60

40

20

0

118.0

78.2

57.4

8.0

2011

2012

2013

2014

2015

1 500

1 200

900

600

300

0

62.5

1 130.3

148.2

937.0

112.8

1 009.4

107.0

338.8

2011

2012

2013

2014

2015

Metallurgical grade 

Foundry and chemical grade 

Group revenue (US$ million)

Revenue % per reporting segment on FCA basis (%)

250

200

150

100

50

0

240.7

246.8

215.5

53.9

28.1

2011

2012

2013

2014

2015

100

80

60

40

20

0

100

99.1

60.7

56.8

55.1

39.3

43.2

44.9

2013

2014

2015

0.9

2012

0

2011

PGM 

Chrome 

Gross profit/(loss) (US$ million)

Net cash flows from operating activities (US$ million)

43.1

32.6

25.9

45

34

23

12

1

-10

(1.3)

(8.2)

45

34

23

12

1

-10

41.4

22.4

(49.3)

(9.2)

(3.0)

2011

2012

2013

2014

2015

2011

2012

2013

2014

2015

Tharisa plc Annual Report 2015

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Major Group companies

INVESTMENT 
HOLDING 
COMPANY

Tharisa plc 
(Cyprus)

OPERATING/
PRODUCING 
COMPANIES

Arxo Metals
(South Africa)

Tharisa Minerals
(South Africa)

Thari 
Resources
(South Africa)

100%*

74%*

20%

Produces  specialised  higher 
margin chemical and foundry 
grade  chrome  concentrates. 
Also researches and develops 
opportunities for optimisation 
and beneficiation.

as 
Produces  PGM  concentrate  as 
cal 
well as metallurgical and chemical 
grade  chrome  concentrates 
from  a  shallow  open  pit  mine 
near  Rustenburg,  North  West 
Province.  The  Genesis  and 
Voyager Plants have a combined 
design capacity of 4.8 Mt of ROM 
ore per annum

26%

BEE 
SHAREHOLDERS

Tharisa 
Community Trust
(South Africa)

6%

TRADING/
SERVICE 
PROVIDER 
COMPANIES

Arxo
Resources
(Cyprus)

100%*

Arxo
Logistics
(South Africa)

100%*

Markets and sells metallurgical 
grade chrome concentrate to 
customers primarily in Asia

Manages  rail  and  road  distribution  of  PGM 
concentrate and chrome concentrates produced 
by the Tharisa Mine to customers in South Africa, 
and to international customers via port facilities 
in Richards Bay and Durban for shipment

* The percentages reflect effective shareholding interest in the various subsidiaries.

4

Tharisa plc Annual Report 2015

Geographic location

EUROPE

AFRICA

CYPRUS

ASIA

SOUTH 
AFRICA

Angloplat

Lonmin

Impala

Brits

Eland

Eastplats

Lonmin

Angloplat
(Pandora)

Eastplats

Tharisa

Bapong

Tharisa plc Annual Report 2015

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Our vision is to 
become a leading 
natural resources 
company, focusing on 
the PGM, chrome 
and steel raw material 
market.

6

Tharisa plc Annual Report 2015

In 2015, our chrome exports represented 14.2% of South Africa’s 
chrome exports to China and 10.1% of Chinese global chrome 
imports.

through 

is  currently 
Further  organic  growth 
through 
being  undertaken,  enabling  additional 
the  improvement  of  recoveries  from  every  tonne  of  ore. 
We continue to assess value-accretive opportunities.

innovation 

revenue 

Our  vision  is  to  become  a  leading  natural  resources  company, 
focusing on the PGM, chrome and steel raw materials market.

COMPETITIVE STRENGTHS

Tharisa is uniquely positioned through its:
•  commitment to health, safety and environmental 

management

•  shallow and large scale PGM and chrome resource, one of 

the world’s single largest chrome resources, enabling Tharisa 
to be a large scale producer for several decades

•  mining of all six MG chromitite layers allowing for the 
co-production of PGM and chrome concentrates
•  independent processing plants providing operational 

flexibility

•  capacity to produce metallurgical and higher value chemical 

and foundry grade concentrates for different markets

•  position in the lowest cost quartile of the PGM and chrome 
concentrate cost curves underpinned by low risk mining and 
beneficiation processes

•  stable labour and community relations
•  mechanised operations and skilled labour force
•  direct relationships with South African and international 

customers

•  integrated marketing, sales and logistics platforms
•  extensive industry and management experience with 
a successful track record of identifying, developing and 
operating open pit and underground mining operations

•  pioneering, innovative and unique approach to viable mineral 

extraction and beneficiation.

Investment case

Tharisa  is  a  new  age  mining  company  that  follows  a  unique 
approach  through  innovation  and  technology  to  co-produce 
PGM and chrome concentrates in South Africa. It offers direct 
access  to  the  only  JSE  listed  co-producer  with  an  integrated 
marketing, sales and logistics platform.

Our  key  differentiators  are  that  we  have  a  large  scale  open 
pit  resource  that  allows  us  to  extract  all  six  MG  Chromitite 
Layers. We have a 20-year life of mine and the ability to extend 
operations underground by a further 40 years. The Tharisa Mine 
is  located  in  the  South  African  Bushveld  Complex,  the  world’s 
largest platinum deposit, and taps into one of the world’s largest 
single chrome resources at 828 Mt.

Mining, environmental and water use permits and licenses have 
been granted and are valid.

The mechanised nature of our open pit operation has ensured 
that  we  are  in  the  lower  cost  quartile  of  PGM  and  chrome 
producers. While the open pit is planned with a strike length of 
5 km and a highwall height of approximately 200 m, the average 
depth of platinum mines in South Africa is 750 m below surface.

Tharisa  Minerals  is  already  in  production  and  de-risked  with 
the  major  capital  investment  programme  complete  and  has 
two  independent  processing  plants  with  400  ktpm  combined 
capacity.  The  integrated  process  involves  primary  extraction 
of chrome followed by PGM flotation, then secondary chrome 
extraction from the tailings. Steady state production of 144 koz 
6E PGMs and 1.5 Mt of chrome concentrates is planned to be 
achieved in 2016.

The two independent processing plants run the same process, 
which provides flexibility during electricity load shedding, such as 
recently experienced across South Africa. We are able to bypass 
crushing and/or grinding circuits in a phased manner to maintain 
production  through  the  processing  of  crushed  ore  stockpiles. 
Thereafter  we  have  the  flexibility  to  halt  the  Genesis  Plant,  to 
accommodate Eskom’s maximum load shedding requirement.

We are committed to health and safety and have a zero harm 
policy  with  a  recorded  LTIFR  of  0.06  per  200  000  man  hours 
worked. We have a skilled, disciplined workforce. Tharisa Minerals 
recently  secured  a  three-year  wage  deal  with  the  recognised 
employees  union,  NUM.  Tharisa  employs  2  000  on  mine 
employees, including contractors, and a further 59 other group 
employees.  As  a  responsible  corporate  citizen,  we  also  have 
initiatives  to  support  local  communities  through  employment, 
education,  skills  development,  health,  community  and  business 
development.

The PGM concentrate is sold to Impala Refining Services under 
an off-take agreement that has been in place for four years since 
first  concentrate  production.  Chrome  concentrate  is  mainly 
shipped to China where it is consumed primarily by the stainless 
steel  industry.  We  have  a  platform  in  China  that  markets  our 
metallurgical  chrome  concentrates  to  end  users,  stainless  steel 
producers and global commodity traders.

Tharisa plc Annual Report 2015

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Our business model

Tharisa  Minerals  (74%  owned)  produces  PGM  concentrate  and 
metallurgical  grade  and  chemical  grade  chrome  concentrates  from  a 
shallow open pit mine near Rustenburg, in the North West province of 
South Africa. The  Genesis  and Voyager  Plants  have  a  combined  design 
capacity of 400 ktpm run of mine ore per month

MINE

SUMMARISED
INPUTS 

•  Mineral Resource of 828 Mt
•  Mineral Reserve of 119 Mt
•  Skilled workforce and stable 

labour relations 

•  Fuel, electricity, water and land
•  Specialised mining contractor and 

dedicated suppliers
•  Management team with 
established track record 
•  Two independent processing 
plants with 400 ktpm capacity
•  Integrated transportation and 

logistics chain

CRUSHING

PRIMARY MILLING

SPIRALS

CHROME

DISPATCH

8

Tharisa plc Annual Report 2015

SUMMARISED
OUTPUTS 

•  Chrome (metallurgical grade): 1.122 Mt
•  Chrome (high-grade foundry and chemical 

chrome grades): 112.8 kt

•  PGMs: 118.0 koz

SUMMARISED
OUTCOMES 

•  Profit from operating activities: US$18.4m
•  Net cash flows from operations: US$41.4m
•  Unique co-producer of PGMs and chrome 

concentrates

•  Supply both local and international 

markets

•  Provide 14.2% of SA’s chrome concentrate 

exports to China

•  Employee salaries and wages amounting 

to US$11.5 million

•  Investment in staff training and 

development amounting to US$0.42 million 
(net of MQA rebates)

•  An LTIFR of 0.06 – one of the lowest in 

the industry

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DISPATCH

PGMs

SECONDARY 
MILLING

FLOTATION

TAILINGS

SPIRALS

CHROME

DISPATCH

Tharisa plc Annual Report 2015

9

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Leadership review

Our Company remains on course 
to achieve its key objectives. 
The maiden profit shows the 
strength of our business model in 
extremely difficult times.

Loucas Pouroulis 
EXECUTIVE CHAIRMAN

LEADERSHIP REVIEW FINANCIAL YEAR END 
SEPTEMBER 2015

Executive  Chairman  Loucas  Pouroulis,  Chief  Executive  Officer 
Phoevos Pouroulis and Chief Finance Officer Michael Jones.

Dear Stakeholder

In  compiling  this  report  we  have  been  guided  by  materiality  so 
that  we  report  concisely  on  those  issues  most  material  to  our 
stakeholders and our ongoing ability to create value. More detailed 
information is available on our website, www.tharisa.com.

The  year  under  review  has  presented  the  Group  with 
many  challenges  and  has  been  underpinned  by  a  number  of 
unprecedented  structural  changes  within  the  mining  industry. 
The  global  macroeconomic  slowdown,  driven  mainly  by  the 
decline in Chinese demand and consumption of raw materials, has 
necessitated the re-assessment of strategies and expansion plans 
premised on unabated growth in consumption of commodities.

We have witnessed major mining houses that enjoy competitive 
cost  positions  expand  production  in  the  face  of  softer  demand. 
This  has  squeezed  out  higher  cost  and  marginal  producers, 
particularly  in  the  iron  ore  industry.  We  have  also  observed  a 
significant  increase  in  “business  rescue”  cases  within  the  South 
African resource sector. Business rescues afford the practitioner an 
opportunity to salvage a business from liquidation. This is a similar 
process to the Chapter 11 Protection provisions contained within 
the United States Bankruptcy Code.

Structurally, however, Tharisa remains a low cost producer and it 
is with this business model that we foresee ourselves succeeding 
within  this  unpredictable  and  volatile  commodity  cycle.  Our  full 
year  results  demonstrate  a  business  that  is  in  the  final  stages  of 
ramp up and yet to reach full maturity. The results from operating 
activities  amounted  to  US$18.4  million,  resulting  in  a  net  profit 
after tax of US$6.0 million. This is encouraging and bodes well for 
a business planning to reach steady state in the year ahead.

We must, however, note that post the financial year end a further 
decline within the prevailing PGM basket and metallurgical chrome 
concentrate  prices  occurred.  This  reinforces  the  need  for  the 
business to be even more cost effective.

Phoevos Pouroulis 
CHIEF EXECUTIVE OFFICER

Michael Jones 
CHIEF FINANCE OFFICER

10

Tharisa plc Annual Report 2015

REVENUE

US$246.8 million

(2014: US$240.7 million)

GROSS PROFIT

US$43.1 million

(2014: US$32.6 million)

PROFIT

US$6.0 million

(2014: US$54.9 million loss)

HEPS

US$ 2 cents

(2014: US$ 20 cents loss)

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While the initiation of our cost cutting and financial optimisation 
programmes  are  evidenced  in  the  financial  year  under  review, 
further initiatives have been launched on the basis of the state of 
current commodity spot prices.

These initiatives include plans to reduce overhead and operational 
costs by at least 10%, improve efficiencies in mining by minimising 
dilution and providing stable feed into the processing plants, which 
would  ultimately  improve  the  recoveries  of  PGM  and  chrome 
concentrates.

We  are  pleased  to  post  our  first  annual  profit,  with  headline 
earnings per share US$ 2 cents.

SAFETY

Safety remains a priority at Tharisa and at 30 September 2015 our 
LTIFR was 0.06.

However,  as  previously  advised,  it  is  with  regret  that  we  report 
two  fatalities.  Mr  Johan  Raaths,  an  instrument  technician,  lost 
his  life  in  November  2014  during  routine  maintenance  on  the 
Voyager  Plant  and  on  28  September  2015,  a  mining  contractor 
Mr  Lambert  Petersen  lost  his  life  in  a  trackless  mobile  vehicle 
accident.  Our  heartfelt  condolences  are  extended  to  the  family, 
friends and colleagues of both men.

We continue to strive for a zero harm work environment and in 
line with the DMR’s drive to minimise all injuries within the South 
African  mining  industry,  we  have  renewed  our  commitment  to 
our stakeholders and taken the necessary steps in ensuring a safer 
workplace.

The  financial  year  was  disrupted  operationally  by  a  number  of 
section 54 and section 55 instructions issued by the DMR in terms 
of the Mine Health and Safety Act which required the halting of the 
affected operations. These stoppages resulted in an estimated loss 
in production of 3.6 koz contained PGMs and 47.4 kt of chrome 
concentrates. We are working proactively with the inspectorate of 
the DMR to improve our safety compliance.

OPERATIONAL OVERVIEW

A number of milestones were achieved during the financial year 
including:

•  4.4 Mt milled being an increase of 12.5%
•  118.0 koz 6E contained PGM production, up by 50.9%
•  65.8% overall PGM recovery, an increase of 17.0%
•  1.1 Mt production of chrome concentrates, up by 3.4%.

A number of challenges were also encountered during the financial 
year including:

•  Reef and inter-burden extraction being below mining plan
•  Sub-optimal run of mine stockpile levels impacting feed grades
•  Section 54 instructions resulting in a loss of production 
•  Lower than planned feed grades due to additional dilution 

within the pit

•  Processing of a higher proportion of unscheduled weathered 

ore.

The  total  ore  mined  was  4.2  Mt,  which  is  short  of  600  kt  our 
steady state plan. This, together with a lack of available in-pit reef 
led  to  a  strategic  review  of  the  multi-contractor  mining  model. 
A  decision  was  taken  post  the  year  end  to  revert  to  a  single 
mining contractor and the transition has since been implemented 
according to plan.

Our objective of mining 4.8 Mt for FY2016 is still on track and the 
newly empowered mining team is performing in accordance with 
the mine schedule and in some instances exceeding the plan.

PROCESSING

The  processing  plants  performed  well  when  they  were  fed  with 
consistent  ROM  feed  in  spite  of  lower  than  anticipated  feed 
grades. Plant throughput equated to 91.7% of combined nameplate 
capacity of the processing plants. The overall performance across 
both  plants  saw  a  marked  improvement  in  PGM  recoveries  of 
65.8%  demonstrating  the  benefits  of  the  high  energy  flotation 
circuit  and  a  slight  decrease  in  chrome  recoveries  of  1.4%  year 
on  year.  This  decrease  can  mainly  be  attributable  to  lower  and 
unstable  chrome  feed  grades  into  the  chrome  plants  as  well  as 
reprocessing of commissioning tails. The average chrome recovery 
across all plants was 58.0%, falling short of the planned 65%.

Tharisa plc Annual Report 2015

11

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LABOUR RELATIONS

Labour  relations  at  the  Tharisa  Mine  remained  stable  and 
encouragingly,  a  three-year  wage  agreement  was  reached  in 
the  second  quarter  of  the  year.  The  agreement  sees  annual 
salary  increases  in  line  with  this  year’s  South  African  inflation 
rate.  The  interface  between  the  NUM,  which  represents  the 
majority  of  our  employees,  and  the  Company  is  constructive 
and co-operative. Our main contractor, MCC, has a nationwide 
recognition agreement, which is governed by a central bargaining 
council in the construction sector. There have been no material 
issues  with  the  contractor’s  labour  during  the  financial  period 
under review.

UTILITIES

The relationship with our primary utility supplier Eskom has been 
cemented through clear and open communication lines. During 
requests for partial load shedding we accommodated the utility 
in an orderly manner without major disruption. Importantly, due 
to  our  two  independent  processing  plants  with  their  distinct 
and  separate  primary,  secondary  and  tertiary  crushing  circuits, 
there was negligible impact on the overall plant throughput and 
production. Being an open pit operation, mining is not dependent 
on electricity and is reliant on diesel energy.

Water supply and sustainability in the face of one of the worst 
droughts  South  Africa  has  experienced  presents  a  risk  to  the 
mining industry. While we have redundant sources of supply, a 
continued drought could result in water supply restrictions. 

LOGISTICS

Average transport cost per 
tonne of chrome concentrate 
– CIF China basis

2015

2014 Change

US$/t

56

65

(13.9%)

The chrome concentrates destined for main ports China were 
shipped either in bulk from the Richards Bay Dry Bulk Terminal 
or  via  containers  and  transported  from  Johannesburg  by  road 
to Durban from where it was shipped. The economies of scale 
and in-house expertise have ensured that our transport costs, a 
major cost of the group, remain competitive.

Arxo Logistics has sufficient storage capacity at both the Richards 
Bay Dry Bulk Terminal and the Durban container port to manage 
Tharisa Minerals’ full production capacity.

A  total  of  974.8  kt  (2014:  902.5  kt)  of  chrome  concentrates 
was shipped by Arxo Logistics in FY2015 mostly to main ports 
in  China.  Of  this,  87%  was  shipped  in  bulk,  representing  a 
significant  increase  on  the  prior  year’s  bulk  shipments  of  55%. 
Bulk  shipments  are  preferred  by  customers  due  to  ease  of 
handling and reduced port charges, as well as reduced levels of 
administration. The increase in bulk shipments demonstrates the 
effectiveness of the newly upgraded rail siding at Marikana and 
the use of the Richards Bay Dry Bulk Terminal link, as well as the 
benefit of Arxo Logistics being certified as a clearing agent with 
SARS at Richards Bay.

Negotiations  regarding  a  planned  public-private  partnership 
for an on-site railway siding at the Tharisa Mine are underway. 
This  will  not  only  improve  efficiencies  and  costs,  but  will  also 
improve safety and alleviate environmental impacts by reducing 
road freight haulage.

SUSTAINABILITY

Sustainability is at the heart of our business. We are proud of our 
track record in minimising our environmental impact and, while we 
strive to improve further, we take similar pride in our mature and 
mutually beneficial relationships with the communities that border 
the Tharisa Mine.

We not only understand our obligations to create social capital as 
enshrined in the MPRDA, but strive to achieve these obligations in 
ways that create ongoing sustainable social capital.

COMMODITY MARKETS AND SALES

PGM basket price
PGM basket price
42% metallurgical grade 
chrome concentrate 
contract price
42% metallurgical grade 
chrome concentrate 
contract price
Chemical grade chrome 
concentrate price
Exchange rate

2015

2014 Change

US$/oz
ZAR/oz

885
10 620

1 103
11 692

(19.8%)
(9.2%)

US$/
tonne

ZAR/
tonne
US$/
tonne
ZAR:US$

158

158

–

1 896

1 676

13.2%

159
12.0

203
10.6

(21.8%)

PGM  concentrate  production  continues  to  be  sold  to  Impala 
Refining Services in terms of the off-take agreement with a total 
of 119.9 koz of contained PGMs (on a 6E basis) being sold during 
the  year.  This  is  an  increase  of  49.1%  over  the  previous  year’s 
sales of 80.4 koz of contained PGMs (on a 6E basis).

The PGM prill split by mass is as follows:-

Platinum
Palladium
Rhodium
Gold
Ruthenium
Iridium

2015

56.2%
16.2%
9.3%
0.2%
13.7%
4.4%

2014

60.5%
15.8%
8.1%
0.1%
11.7%
3.8%

Tharisa  Minerals  is  paid  a  variable  percentage  of  the  market 
value of the contained PGMs in terms of an agreed formula. The 
PGM basket commodity price has remained under pressure with 
the  average  PGM  basket  price  per  ounce  achieved  by  Tharisa 
Minerals reducing by 19.8% to US$885/oz (2014: US$1 103/oz) 
for the financial year. The Company benefited from a weakening 
of the South African Rand (ZAR) relative to the US Dollar (US$), 
resulting in the Rand basket price reducing by a lesser amount of 
approximately 9.2%.

12

Tharisa plc Annual Report 2015

Chrome  concentrate  sales  totalled  1.1  Mt,  136.1  kt  of  which 
was  higher  value-add  chemical  and  foundry  grade  chrome 
concentrates with the bulk of the production being metallurgical 
grade  chrome  concentrate.  Chrome  concentrate  sales  were  in 
line with those of the previous financial year at 1.2 Mt. The price 
for metallurgical grade chrome concentrate on a CIF main ports 
China basis remained flat in US$ terms at US$158/tonne.

China  remains  the  main  market  for  metallurgical  chrome 
concentrate.

Chemical and foundry grade chrome concentrates produced by 
Arxo Metals continued to be sold to Rand York Minerals in terms 
of an off-take agreement.

The segmental contribution to revenue and gross profit from PGM and chrome concentrates is summarised below:

US$ m

Revenue
Cost of sales*

− Cost of sales excluding selling costs
− Selling costs

Gross profit contribution
Gross profit margin

PGM

83.1
63.9
63.7
0.2
19.2
23.1%

2015
Chrome

163.7
139.8
80.8
59.0
23.9
14.6%

Total

246.8
203.7
144.5
59.2
43.1
17.5%

PGM

70.4
53.5
53.4
0.1
16.9
24.0%

2014
Chrome

170.3
154.6
91.9
62.7
15.7
9.2%

Total

240.7
208.1
145.3
62.8
32.6
13.5%

*  The allocation of the shared costs of producing PGMs and chrome concentrates was, in accordance with the accounting policy, revised to an equal sharing from the 

previous allocation of 40% to PGMs and 60% to chrome concentrates.

FINANCIAL OVERVIEW

Group  revenue  totaled  US$246.8  million,  a  marginal  increase 
of  2.5%  relative  to  the  previous  year.  The  increase  in  revenue 
resulted  principally  from  the  increase  in  PGM  sales  of  49.1% 
notwithstanding  the  significant  reduction  in  the  PGM  basket 
price of 19.8% from an average of US$1 103 per ounce in FY2014 
to an average of US$885 per ounce for FY2015.

The  gross  profit  margin  of  17.5%  compared  favourably  to  the 
comparable period’s gross profit margin of 13.5%.

The PGM segment gross margin of 23.1% was marginally lower 
than the previous year, with the sales revenue being negatively 
impacted by reduced PGM commodity prices. The gross margin 
was,  however,  maintained  through  the  increased  PGM  sales 
volumes which benefited from the improved PGM recoveries.

The  chrome  segment  gross  margin  of  14.6%  was  significantly 
higher  than  the  year  before  with  contributing  factors  including 
competitively priced freight costs for bulk shipments of chrome 
concentrates.

The change in the allocation of the shared costs impacted on the 
gross  margins  with  the  PGM  segment  being  allocated  a  higher 
proportion of the shared costs (50% against 40% previously) and 
the  chrome  segment  being  allocated  a  lower  proportion  (50% 
against 60% previously).

The majority of the cost of sales (excluding the selling expenses) 
are  ZAR  based  costs  while  the  commodity  sales  are  US$ 
denominated  prices.  With  the  weakening  of  the  ZAR,  the 
Group benefited from an overall reduction in the cost base in 
US$ terms.

PGM cash cost of sales

Chrome cash cost of sales

Mining 55%
Utilities 6%
Reagents 7%
Steelballs 2%
Labour 5%
Diesel 16%
Overheads 9%

Mining 49%
Utilities 6%
Steelballs 5%
Labour 9%
Diesel 15%
Overheads 16%

Tharisa plc Annual Report 2015

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After accounting for administrative expenses of US$24.8 million 
(a  reduction  of  7.9%  over  the  comparable  period),  the 
Group  achieved  an  operating  profit  of  US$18.4  million. 
The administrative expenses include the expense incurred from 
share based payments arising from the conditional awards and 
appreciation  rights  awarded  to  employees  of  the  Group  and 
consultants.

EBITDA amounted to US$29.0 million (2014: US$16.5 million).

Finance  costs  (totalling  US$11.9  million)  principally  related 
to  the  senior  debt  facility  secured  by  Tharisa  Minerals  for  the 
construction of the Voyager Plant.

The  Group  recorded  a  substantial  turn-around  in  profitability, 
generating  a  profit  before  tax  of  US$9.6  million  compared  to 
the comparable period loss of US$40.3 million. The amount of 
the previous year’s loss (for comparative purposes) needs to be 
adjusted for the “changes in fair value of financial liabilities at fair 
value through profit and loss” arising from the conversion of the 
preference share liability into ordinary shares following the listing 
of  the  Company  on  the  JSE  in  the  amount  of  US$32.4  million. 
The pro forma comparable period loss was US$7.9 million.

The tax charge amounted to US$3.6 million, an effective charge 
of  37.6%,  due  primarily  to  disallowable  charges  being  incurred 
within the Group’s activities.

Foreign  currency  translation  differences  for  foreign  operations, 
funded  the  underlying 
arising  where  the  Company  has 
subsidiaries with US$ denominational funding and the reporting 
currency of the underlying subsidiary is not in US$, amounted to 
US$39.4 million against the prior year’s charge of US$21.2 million. 
The  average  exchange  rate  for  the  main  operating  subsidiary 
(which reports in ZAR) weakened from ZAR10.60 in FY2014 to 
ZAR12.00 in the current reporting period.

Basic  and  diluted  profit  per  share  for  the  year  amounted  to 
US$ 2 cents (2014: loss of US$ 20 cents).

Additions  to  property,  plant  and  equipment  for  the  period 
amounted 
including  an  amount  of 
US$15.2 million relating to the capitalisation of deferred stripping.

to  US$24.6  million, 

During  the  financial  year  the  Company  issued  1  111  240  new 
ordinary  shares  ranking  pari  passu  with  the  existing  issued 
ordinary shares following the inaugural issue of shares that vested 
from the award of the first tranche of the conditional awards.

The  Group  entered  into  a  number  of  pre-pay  transactions 
for  the  forward  delivery  of  chrome  concentrates.  As  at 
30  September  2015,  outstanding  deliveries  for  approximately 
74.2 kt of metallurgical and chemical grade chrome concentrates 
were  still  due  and  the  outstanding  amount  for  the  chrome  pre-
pay, which is included in trade and other payables, as at that date 
amounted to US$8.3 million.

The total debt amounted to US$75.6 million, resulting in a debt 
to total equity ratio of 42.3%. Offsetting the debt service reserve 
account amount of US$10.6 million, resulted in a pro forma debt 
to equity ratio of 36.3%. The long-term targeted debt to equity 
ratio is 15%. 

The  senior  debt  facility  terms  require  the  completion  of 
certain economic and technical completion tests. The technical 
completion  tests  commenced  on  1  August  2015.  The  long 
stop  date  for  achieving  the  technical  completion  tests  was 
28 November 2015. Following the fatality at the Tharisa Mine on 
28 September 2015 and the consequent and subsequent section 
54  instructions  from  the  DMR,  the  technical  completion  tests 
were halted. The lenders have agreed to extend the long stop 
date to 28 November 2016.

The  Group  generated  net  cash 
from  operations  of 
US$41.4 million (2014: US$22.4 million). Cash on hand amounted 
to US$24.3 million. In addition, the Group held US$10.6 million 
in a debt service reserve account.

It  is  Company  policy  to  pay  an  annual  dividend  of  10%  of 
consolidated  net  profit  after  tax.  However,  in  the  current 
commodity  price  cycle  with  both  PGM  prices  and  chrome 
concentrate  prices  reducing  further  post  the  financial  year 
end,  no  dividends  have  been  proposed  or  paid  to  ordinary 
shareholders during the year under review.

OUTLOOK

The  general  mining  environment  is  under  immense  pressure 
and  this  coupled  with  domestic  challenges,  means  the  Tharisa 
business  model  is  being  stress  tested.  We  are  confident  that 
we  will  succeed  and  emerge  leaner,  more  efficient  and  ready 
to reap the rewards of an improving global commodity market. 
Our plans to reach steady state remain a priority and we have 
made positive strides towards achieving the recoveries required 
to attain those production levels.

Importantly,  our  financial  performance  proves  that  we  can  still 
remain profitable and continue our operations based upon the 
revised plan and trajectory as set out during the first half of the 
year. With the stringent management of our costs and improved 
efficiencies,  we  continue  to  be  firmly  positioned  in  the  lowest 
cost quartile for both PGM and chrome concentrate producers.

We would like to thank our stakeholders for their support and 
continued  belief  in  the  Tharisa  group  of  companies.  You  have 
our  commitment  that  as  the  leadership  of  this  Group,  we  will 
continue to seek out opportunities to improve our efficiencies 
and create additional value for all stakeholders.

Ioannis  Drapaniotis  who  has  served  the  Tharisa  board  as  an 
independent non-executive director since 2008 will be retiring 
at  the  next  AGM  and  will  not  be  available  for  re-election. 
The Board thanks Ioannis for the invaluable contribution he has 
made to the Company since his appointment.

We  thank  our  Board,  management,  employees,  customers, 
suppliers and partners who have assisted the Company during 
this profitable year.

14

Tharisa plc Annual Report 2015

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The chrome 
segment gross 
margin of 14.6% 
was significantly 
higher than the 
year before with 
contributing 
factors including 
competitively 
priced freight costs 
for bulk shipments 
of chrome 
concentrates.

Tharisa plc Annual Report 2015

15

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operational review

Value chain

Tharisa  operates  the  entire  mining  value  chain, 
leveraging  the  benefits  of  an  in-house,  cost 
efficient mine to customer supply chain solution.

Mining
(Tharisa Minerals)

Processing
(Tharisa Minerals)

Benefication
(Arxo Metals)

74%

74%

100%

•  One of the world’s largest single 

•  Unique co-producer of PGM and 

chrome concentrates

•  Manages and operates two 

independent processing plants with 
400 ktpm capacity 
(Voyager Plant – 300 ktpm and 
Genesis Plant – 100 ktpm)

chrome resources

•  Mining all six MG chromitite layers
•  20-years open pit and 40-year 

underground PGM and chrome 
concentrate LOM
•  Mineral Resource:
828 Mt grading:
–  1.56 g/t 6E PGM
–  20.38% Cr2O3
•  Mineral Reserve:
119 Mt grading:
–  1.51 g/t 6E PGM
–  19.4% Cr2O3

•  Downstream beneficiation 
•  Production of high-grade foundry 

and chemical chrome concentrates 
at the Challenger Plant, which is 
incorporated into the Genesis Plant

•  Committed to research and 

development

•  Research into the feasibility of 

producing chrome alloys with minimal 
or no electricity consumption is a long 
term objective

16

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Marketing 
and sales
(Arxo Resources)

Logistics
(Arxo Logistics)

Our
customers

100%

100%

100%

•  Integrated marketing, sales and 

distribution of chrome concentrates
•  Scale of operation allows for direct 
access to market and chrome 
concentrate price discovery
•  10.1% of China’s chrome ore/ 

concentrate imports and 14.2% 
of South Africa’s chrome ore/
concentrate exports to China in 
FY2015

•  An integrated platform to mitigate 

•  PGM off-take agreement with Impala 

logistics risks and provide a 
competitive advantage

•  Road transportation of PGM 

concentrate to Impala Refining 
Services

•  Road and rail transport capacity, 
warehousing and port facilities

•  Transportation of chrome 

concentrates from the Tharisa Mine 
by rail and road

•  Shipment of chrome concentrate 

production from the Richards Bay Dry 
Bulk Terminal and the Durban Port to 
customers, primarily in Asia

•  A platform to service third-party 

customers

Refining Services

•  Foundry and chemical grade chrome 
concentrate off-take agreement 
between Arxo Metals and Rand York 
Minerals

•  50 ktpm chrome concentrate agency 
agreement with the Noble Group
•  Relationships with a broad range of 

stainless steel producers, ferrochrome 
producers and global commodity 
traders

Tharisa plc Annual Report 2015

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THARISA MINERALS

Tharisa  Minerals,  which  is  74%  owned  by  the  Company,  is 
uniquely positioned as a co-producer of both PGM and chrome 
concentrates.  Its  core  asset,  the  Tharisa  Mine,  is  situated  in 
South  Africa’s  Bushveld  Complex  and  has  access  to  major 
international markets.

During the 2015 financial year, the Tharisa Mine accounted for 
10.1% of the total Chinese chrome imports and 14.2% of South 
African chrome exports to China.

The mine, which is near the town of Rustenburg in the North 
West Province of South Africa, is a 20-year open pit operation 
with  a  projected  40-year  underground  life  of  mine  extension. 
All six MG chromitite layers are mined, and processed at Tharisa 
Minerals’  two  independent  processing  plants,  thereby  reducing 
unit  costs  and  positioning  the  Tharisa  Mine  in  the  lowest  cost 
quartile  of  operating  costs  in  South  Africa  for  both  PGM  and 
chrome concentrates.

KEY STATISTICS

LTIFR
LTIFR
Mineral Resource
Measured 
Indicated
Inferred

Mineral Reserve

Proved
Probable
Reef mined

Stripping ratio
Rougher 6E PGM feed 
grade
PGM production
PGM recovery
ROM chrome feed grade
Chrome recovery
Chrome yield
Chrome concentrate 
production

Safety

200 000 hours
Mt
Mt
Mt
Mt
Mt
Mt
Mt
Mt
m3 waste: 
m3 reef

2015

2014

0.06 
828 
49 
129 
650 
119 
32 
87 
4.2 

0.14
832
53
129
650
123
36
87
3.9

10.7 

10.6

g/t
koz
%
%
%
%

1.62 
118.0 
65.8 
18.3 
58.0
25.5 

1.63
78.2
48.8
19.4
59.4
27.7

Mt

 1.122

1.085

Our business is reliant on a healthy, skilled, trained and committed 
workforce. The safety of our people is of the utmost importance 
and  takes  precedence  over  all  production  objectives.  We  aim 
to  mine,  process,  market  and  ship  our  products  to  customers 
without  injury  to  anyone.  The  Safety,  Health  and  Environment 
Committees at both holding company and operating subsidiary 
levels  are  responsible  for  overseeing  compliance  with  health 
and  safety  legislation  and  policies.  All  mining  and  processing 
employees  receive  safety  induction  training  on  an  annual  basis 
and during the year, when required. 

Our LTIFR for the year was 0.06 (2014: 0:14) per 200 000 hours 
worked. Regrettably, there were two fatalities at our operations 
this year. One of our employees, Johan Raaths, was fatally injured 
while  undertaking  routine  maintenance  at  the  Voyager  Plant 
on 5 November 2014. Another fatality occurred at the tailings 
storage  facility  construction  site  involving  trackless  mobile 
machinery on 28 September 2015 when Lambert Petersen lost 
his life. Lambert was employed by MCC, our mining contractor. 
The Board, management and employees of the Tharisa Group 
extend  their  sincere  condolences  to  the  family,  friends  and 
colleagues of both men.

Safety  is  managed  by  implementing  a  Safety  Management 
System.  This  starts  with  a  baseline  risk  assessment  to  identify 
the major risks at the operation. These risks, or aspects, are then 
examined  further  by  conducting  issue-based  risk  assessments 
and identifying appropriate control measures to ameliorate the 
risks. Such measures include standards and procedures as well as 
training lesson plans. To ensure compliance, a system of “over-
inspection”  by  supervisors  and  safety  staff  is  implemented  and 
records kept of the same. Further mitigation measures include 
visible felt leadership and ongoing training.

Mining operations

The Tharisa Mine, which has an 828 Mt resource and a reserve of 
119 Mt, is unique in that it mines multiple mineralised layers with 
different but defined PGM and chrome contents. 

Mining operations

)
t

M

(

d
e
n
m

i

f
e
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R

4.5

4.0

3.5

3.0

2.5

2.0

1.5

1.0

0.5

6.1

0.68

2011

10.9

1.43

2012

10.6

10.7

3.91

2014

4.18

2015

3

m

:
3

m

(

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12.00

10.00

8.00

6.00

4.00

2.00

8.4

3.31

2013

All mining takes place by means of large scale mechanised open 
pit methods using specialist mining contractors. During the year 
some 4.2 Mt with an average PGM rougher feed grade of 1.62g/t. 
PGMs and 18.3% chrome was mined and 13.0 Mm3 of waste rock 
was moved to waste rock dumps or was used in the construction 
of tailings storage facility walls.

The stripping ratio for FY2015 was 10.7, which is higher than the 
life of mine average of 8.5 (on a m3 to m3 basis). This included 
opening and developing the western section of the east pit. 

Reef  tonnes  mined  reached  annualised  steady  state  ROM 
production of 400 ktpm towards the end of the third quarter, 
which  was  an  important  milestone.  A  dip  in  reef  mining 
performance in the last quarter of the year led to a strategic 
review  of  the  multi-contractor  mining  model  and  a  decision 
was taken to revert to a single mining contractor. 

18

Tharisa plc Annual Report 2015

 
 
 
 
 
This  decision  was  implemented  post  the  year  end  and  the 
mining transition progressed smoothly according to the change 
management plan.

PGM  recovery  improved  to  65.8%  in  FY2015  from  48.8%  the 
prior year. The improvement was the result of the high-energy 
flotation circuit commissioned in September 2014.

Optimal  waste  and  inter-burden  removal  was  a  key  focus  to 
ensure that there was sufficient reef for the blend required for 
processing.

The benefits of maintaining the correct multi-horizon reef mining 
profile  include  improved  plant  feed  grades  and  recoveries. 
The  building  of  a  ROM  stockpile  including  sufficient  in-pit 
exposed  reef  remains  a  key  focus  to  optimise  production  and 
provide stable feed grades for processing.

OPERATIONAL 
REVIEW

Unit

30 Sept 
2015

30 Sept 
2014

Change

Tonnes processed
Tonnes processed

kt

4 400.4

3 913.1

12.5%

On mine cash cost per 
tonne processed*

US$

Consolidated cash cost 
per tonne processed 
(excluding transport)* US$

* Excluding capex.

Processing

34.2

33.5

2.1%

37.7

38.2

(1.3%)

Tharisa  Minerals  manages  and  operates  two  independent 
processing  plants:  the  1.2  Mtpa  Genesis  Plant,  and  the  larger 
3.6 Mtpa Voyager Plant, both commissioned in 2012. Operating 
in  parallel,  these  plants  have  a  process  flow  with  crushing  and 
grinding,  primary  removal  of  chrome  concentrate  via  spirals, 
followed by PGM flotation from chrome tails, and a secondary 
spiral-recovery of chrome from the PGM tails. 

In  2015,  the  Group  continued  its  ramp-up,  working  towards 
annualised  steady  state  production  of  144  koz  of  PGMs  and 
1.5 Mt of chrome concentrates, both of which are planned to be 
achieved in FY2016.

During  the  year  Tharisa  Minerals  produced  PGM  concentrates 
containing 118 koz of 6E concentrate, 50.9% up on the prior year. 
Chrome  concentrates  of  1.122  Mt  were  produced  during  the 
year, which included 112.8 kt of high value foundry and chemical 
grade chrome products. 

Chrome  production  was  impacted  by  the  lower  than  planned 
feed  grade  with  a  less  than  optimal  blend  of  reefs  being 
processed  while  the  mining  sequence  was  revised.  Chrome 
recovery  dipped  to  58.0%.  Production  of  PGM  and  chrome 
concentrates  is  expected  to  increase  as  the  mining  operation 
provides consistent feed. 

Customers

Tharisa  Minerals’  market  advantage  lies  in  its  equal  exposure 
to  the  PGM  and  chrome  markets.  While  both  commodities 
are  caught  up  in  the  current  global  price  slump,  this  exposure 
does give the Group a hedge against dramatic volatility in either 
market.  Furthermore,  the  production  of  higher  value  chemical 
and foundry grade chrome concentrates provides a buffer against 
fluctuations in the metallurgical chrome price. 

All PGM concentrate produced by Tharisa Minerals is currently 
sold to Impala Refining Services in terms of an off-take agreement. 
The  PGM  prill  split  reflects  a  high  platinum  content  relative 
to  the  industry  norm.  This  translates  into  higher  than  average 
basket price. PGM sales revenues received from Impala Refining 
Services are directly impacted by prevailing PGM prices. 

The  metallurgical  grade  chrome  concentrate  is  sold  through 
Arxo Resources. 

Health

The  key  focus  areas  of  Tharisa  Minerals’  occupational  health 
programme include Tuberculosis (TB), HIV/AIDS, noise-induced 
hearing  loss  and  dust  exposure.  TB  and  HIV/AIDS  are  being 
targeted aggressively, with a strong focus on prevention through 
education and awareness initiatives, as well as the provision of 
anti-retroviral treatment (ART). 

The HIV prevalence among enrolled Tharisa Minerals employees 
is 8.8%, and among contractors it is 14.0%. This information is 
derived  from  voluntary  testing  during  medical  examinations. 
All employees, including contractors, are encouraged to undergo 
voluntary  counselling  and  testing  (VCT).  In  addition,  Tharisa 
Minerals  employees  attend  a  wellness  day  and  a  World  HIV/
Aids Day awareness day every year at which VCT engagements 
are  undertaken.  Several  interventions  under  the  Wellness 
Programme are offered through which employees receive various 
forms of counselling and interventions by trained counsellors. 

The Tharisa Mine also undertakes random testing for drugs and 
compulsory testing for alcohol in a bid to ensure the safety of all 
employees. Employees who test positive are subject to disciplinary 
procedures and offered counselling and/or rehabilitation.

Tharisa plc Annual Report 2015

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Employees and labour relations

Tharisa Minerals recognises the right of all employees to exercise 
their rights to freedom of association and collective bargaining in 
line with the South African Constitution and the South African 
Labour Relations Act.

Some  55%  of  Tharisa  Minerals’  employees  are  members  of 
the  NUM.  Tharisa  Minerals  has  a  recognition  agreement  with 
the NUM which guarantees the union full organisational rights. 
In  July  2015,  Tharisa  concluded  a  market  related  three-year 
collective agreement with the NUM. The three-year agreement, 
effective  from  1  July  2015  until  30  June  2018,  is  a  positive 
development  that  reflects  the  maturity  of  the  relationship 
between the Group and its employees and is testament to the 
labour stability enjoyed by Tharisa Minerals.

This year Tharisa Mine experienced no industrial action.

Approximately one third of employees at Tharisa Minerals and 
the mining contractors are sourced from local communities.

Training and education

Tharisa  Minerals  has  commissioned  a  new, 
improved 
training  centre  that  offers  both  statutory  and  developmental 
training  interventions.  Skills  training  is  conducted  by  Mining 
Qualification  Authority  (MQA)  accredited  service  providers. 
Tharisa Minerals also has an adult education and training (AET) 
centre, which is open to both members of the community and 
staff and employs two AET facilitators recruited from the local 
community. 

This year Tharisa Minerals spent US$0.42 million on training and 
development  (net  of  Mining  Qualification  Authority  rebates). 
This spending included training in safe operating procedures. 

Tharisa  Minerals  has  a  learnership  programme  for  aspiring 
engineers and has a bursary scheme in place and we encourage 
employees to further their studies.

Black Economic Empowerment 

Tharisa  Minerals  complies  with  the  BEE  ownership  criteria  in 
the  Mining  Charter  through  Thari  Resources  and  the  Tharisa 
Community  Trust  holding  20%  and  6%  unencumbered  equity 
interests in Tharisa Minerals respectively. 

As at 30 September 2015, Tharisa Minerals had a BEE compliance 
score  of  96%  and  achieved  an  “excellent”  rating  in  accordance 
with the Mining Charter.

Community relations

Tharisa  Minerals  places  a  high  priority  on  community  relations 
and  initiatives.  Tharisa  Minerals,  together  with  the  local 
municipality,  has  established  a  task  team  comprising  members 
of  the  company  and  the  local  community  neighbouring  the 
Tharisa Mine to address job creation, poverty alleviation, basic 
infrastructure,  education  and  development  needs.  Members 
of this task team meet at least twice a month to discuss issues 
affecting the community.

Relations with the community have been cordial, with a majority 
of  residents  understanding  Tharisa  Minerals’  commitment  to 
local upliftment, as exemplified by a community trust’s ownership 
of  6%  of  Tharisa  Minerals.  Most  members  of  the  community 
appreciate that this ownership will, in due course, translate into 
dividends which can be invested for social upliftment and local 
economic development.

Tharisa  Minerals 
initiated  a  unique  School  Food  Forest 
Programme,  at  the  nearby  Retief  Primary  School.  This  school 
caters  for  many  of  the  children  from  the  Mmaditlhokwa 
community which is adjacent to the Tharisa Mine.

This  initiative  earned  Tharisa  Minerals  and  the  community 
International  Chromium  Development 
recognition  at  the 
Association (ICDA) in the form of an award for Environmental 
Achievement. The presentation was conducted at the Chrome 
Industry  Environmental  Achievements  portion  of  the  biannual 
ICDA Conference held in Delhi, India in November 2014.

Environmental responsibility

Tharisa Minerals employs a system of continuous monitoring of 
the impact of its operations on the environment and is committed 
to  compliance  with  the  Equator  Principles.  The  Company 
has  secured  the  necessary  environmental  approvals  and 
authorisations  required  for  the  operation  of  the  Tharisa  Mine, 
including  an  Integrated  Water  Use  Licence  issued  under  the 
Water Act, an Environmental Impact Assessment (EIA) and an 
Environmental  Management  Programme  as  required  in  terms 
of the MPRDA. 

Tharisa  Minerals’ 
environmental 
compliance  with 
management programme (EMP), which is approved by the DMR, 
is  independently  audited  once  a  year  and  the  auditors’  report 
forwarded to management and the authorities. 

its 

ARXO METALS

Arxo  Metals  owns  and  operates  the  Challenger  Plant,  which 
produces  high  value  foundry  and  chemical  grade  chrome 
concentrates,  which  are  higher-grade  chrome  products  with 
more  stringent  specifications,  greater  market  value  and  higher 
margins than metallurgical grade concentrate. This has not only 
created additional value, but has increased the range of chrome 
products offered by the Group. The Challenger Plant is integrated 
into the Genesis Plant.

The foundry and chemical grade chrome concentrates are sold 
to Rand York Minerals in terms of an off-take agreement.

Arxo  Metals  undertakes  extensive  research,  development  and 
testing of various technologies to improve yields and recoveries 
and to create greater value PGM and chrome products to expand 
and optimise the Group’s operations. Different energy efficient 
technologies  are  being  tested  with  the  objective  of  producing 
cost-effective PGM and chrome alloys.

Arxo Metals continues to evaluate low capital, low energy, value 
adding  beneficiation  opportunities,  through  in-house  research 
and associations with international companies. 

20

Tharisa plc Annual Report 2015

ARXO RESOURCES

Arxo  Resources,  a  wholly-owned  subsidiary,  has  the  exclusive 
right to sell metallurgical grade chrome concentrate, produced 
by  Tharisa  Minerals,  to  customers 
in  China  and  other 
international markets.

Arxo  Resources  has  established  a  strong  presence  among 
customers  in  China.  These  customers  include  stainless  steel 
and  ferrochrome  producers  and  global  commodity  traders. 
The scale of operations allows for direct access to market and 
price discovery while opening up channels with customers and 
creating  a  platform  from  which  to  generate  future  revenue 
through the sales of third-party products. 

ARXO LOGISTICS

Arxo  Logistics,  a  wholly-owned  subsidiary,  manages  the 
transportation of chrome concentrates produced by the Group 
to international customers via the Richards Bay Dry Bulk Terminal 
and the Durban Port, and to South African customers by road 
and rail.

Chrome concentrate is shipped to customers in China and other 
international  markets  through  bulk  and  container  vessels  from 
Richards Bay and Durban. 

Arxo  Logistics  has  access  to  the  necessary  road  and  railway 
transport,  warehousing  and  port  facilities  at  Richards  Bay  Dry 
Bulk Terminal and the Durban Port to handle the full steady state 
production levels of chrome concentrate to be produced by the 
Tharisa Mine. Tharisa is a registered agent at the Richards Bay 
Dry Bulk Terminal.

Bulk  shipments  comprised  87%  of  chrome  concentrate 
transported  and  are  generally  preferred  by  customers  due  to 
lower  discharge  port  costs.  Arxo  Logistics  intends  retaining  its 
flexibility  in  terms  of  delivery  methods  so  as  to  mitigate  risk. 
The  company  has  also  built  a  good  relationship  with  South 
Africa’s  transport  parastatal  Transnet  and  negotiations  over  a 
planned  public  private  partnership  for  an  on-site  railway  siding 
at the Tharisa Mine are progressing well.

Arxo  Logistics  also  manages  the  road  transportation  of  PGM 
concentrate to Impala Refining Services.

The  economies  of  scale  and  in-house  expertise  have  ensured 
that  our  transport  costs,  a  major  cost  of  the  Group,  remain 
competitive.

Tharisa plc Annual Report 2015

21

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Mineral Resource and Mineral Reserve Statement

1. 

INTRODUCTION

3.  DEFINITIONS

The  Mineral  Resource  and  Mineral  Reserve  of  Tharisa 
Minerals  has  been  prepared  under  the  guidance  of  the 
Competent  Person  from  Tharisa  Minerals  in  accordance 
with the requirements of the South African Code for the 
Reporting  of  Exploration  Results,  Mineral  Resources  and 
Mineral  Reserves,  2009  (SAMREC  Code).  The  estimates 
are as of 30 September 2015. 

2.  OVERVIEW

When  Tharisa  was  listed  on  the  JSE  in  April  2014,  the 
Mineral Resource estimation for listing purposes was based 
on a CPR compiled by Coffey. This CPR is available on the 
Company website, www.tharisa.com.

No additional exploration activities have been undertaken 
during  the  period  under  review.  The  Mineral  Resource 
and  Mineral  Reserve  Statement  has  been  revised  to  take 
into account mining depletion. The Mineral Resource and 
Mineral Reserve information in the tables on the following 
pages is based on information compiled by the Competent 
Persons  (as  defined  by  the  SAMREC  Code).  In  light  of 
deteriorating  commodity  prices  a  full  reserve  modelling 
exercise has been commissioned.

The  definitions  (as  per  the  SAMREC  Code),  have  been 
applied  in  estimation  and  categorisation  of  the  Mineral 
Resources  and  Mineral  Reserves  disclosed  within  this 
document, and are set out in the Glossary of abbreviations, 
definitions and technical terms.

4. 

LOCATION

The Tharisa Mine is located 35 km east of Rustenburg and 
120  km  northwest  of  Johannesburg  in  the  North  West 
Province of South Africa.

5. 

STATEMENT BY COMPETENT PERSON

Percival David Malunga is the Tharisa Minerals Competent 
Person, registered with the South African Institute of Mining 
and  Metallurgy  (SAIMM,  PO  Box  61127,  Marshalltown, 
2107, South Africa), registration number 703620. He holds 
a BSc (Mining) Engineering Honours from the University of 
Zimbabwe and is also a member of the Engineering Council 
of  South  Africa  (ECSA,  Private  Bag  X691,  Bruma,  South 
Africa). He is a mining engineer with 24 years’ experience, 
including  the  Mineral  Resource  management  of  open 
pit operations. 

Figure 1

25o30' S

Rustenburg

26o00' S

NORTH 
WEST 
PROVINCE

E

'

0
3
o
7
2

E

'

0
3
o
7
2

Tharisa Mine

E

'

0
0
o
8
2

Brits

Hartbeespoort

N

25o30' S
E

'

0
3
o
8
2

PRETORIA

GAUTENG

Krugersdorp

Randfontein

JOHANNESBURG

E

'

0
0
o
8
2

26o00' S

E

'

0
3
o
8
2

S
Source: Coffey Mining

C ff Mi

i

22

Tharisa plc Annual Report 2015

 
 
 
 
 
 
In addition, the statement has been reviewed by Nkosinathi 
Emmanuel  Mntungwa.  He  holds  a  BSc  Honours  in 
Geology and a Master’s in Business Administration and is 
a member in good standing of the South African Council 
for  Natural  Scientific  Professions  (SACNASP,  Private 
Bag  X450,  Silverton,  0127,  South  Africa),  registration 
number  400167/05.  He  has  21  years’  mining  experience, 
including 17 years’ experience in open pit operations and 
10 years’ experience in the Bushveld Complex on Mineral 
Resource management. 

Both David Malunga and Nkosinathi Mntungwa are based 
at  the  Tharisa  Mine,  Portion  84,  Farm  342  JQ,  Marikana, 
0284.

The Company has written confirmation from David Malunga 
and Nkosinathi Mntungwa that the information disclosed is 
in compliance with the SAMREC Code and that they have 
consented to the inclusion of this information in the form 
and context in which it appears.

6.  MINING RIGHTS SUMMARY

Tharisa Minerals holds a Mining Right, granted by the DMR 
(then the DME) in terms of the MPRDA on 19 September 
2008,  for  a  period  of  30  years,  to  various  portions  of 
the  property  342  JQ  and  the  whole  of  the  property 
Rooikoppies 297  JQ.  On  13  August  2009,  the  Mining 
Right  was  registered  in  the  Mining  and  Petroleum  Titles 
Registration Office, under Reference No 49/2009(MR).

On 7 March 2008, a Mining Right in respect of chrome was 
granted over Portions 96 and 183 of the property 342 JQ 
to South African Producers and Beneficiators of Chrome 
Ore (Pty) Ltd and registered on 27 July 2009. These rights 
were  purchased  by  Tharisa  Minerals  on  18  March  2008. 
In July 2011, an application was granted in terms of section 
102 of the MPRDA, to amend the existing Mining Right by 
the addition of Portions 96, 183 and 286 of the property 
342 JQ to the Mining Right 49/2009(MR).

7.  MINERAL RESOURCE

Geology and mineralisation

The  Tharisa  Mine  is  situated  on  the  south-western  limb 
of  the  Bushveld  Complex  and  is  underlain  by  the  Middle 
Group (MG) and Upper Group (UG) Chromitite Layers.

The  MG  Chromitite  Layers  outcrop  on  the  property 
striking  roughly  east  to  west  and  dipping  at  9°  to  15°  to 
the north. Towards the western extent of the outcrop, the 
dip  is  steeper,  with  a  gentle  change  in  strike  to  NW-SE. 
The stratigraphy typically narrows to the west and the dip 
steepens. The dip typically shallows out at depth across the 
extent of the mine area.

The MG Chromitite Layer package consists of six groups of 
chromitite  layers,  being  the  MG0  Chromitite  Layer,  MG1 
Chromitite  Layer,  the  MG2  Chromitite  Layer  (subdivided 
into  C,  B  and  A  chromitite  layers),  the  MG3  Chromitite 
Layer  and  the  MG4  Chromitite  Layer  (subdivided  into 
4(0),  4  and  4A  chromitite  layers)).  The  layers  between 
the  chromitite  layers  frequently  include  stringers  or 

Rooikoppies 297JQ

N

UG1 Outcrop

MG1 Outcrop

342JQ

Source: Google image of the Tharisa Mine plan showing the borehole locations (collar positions in green) and outcrop positions of UG1 and MG1 Chromitite 
Layers.

Tharisa plc Annual Report 2015

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VMR

Impala

VMR

Eastplats
V M R

Brits

Eland

Angloplat

Lonmin

Lonmin

Angloplat
(Pandora)

Eastplats

MR

UG2

Tharisa

MR

Bapong

Tharisa Minerals

disseminations of chromite. The MG Chromitite Layers at 
the Tharisa Mine are a typical stack of tabular deposits.

Tharisa  Minerals  Resource  at  30  September  2015  is  reported 
inclusive of Mineral Reserve.

The  structural  interpretation  of  the  Tharisa  Mine  was 
previously based on the aeromagnetic data and the drilling 
data. The only significant fault is a steeply dipping NW-SE 
trending normal fault with a downthrow of less than 30 m 
to the east. This fault occurs only on the far north-eastern 
corner of the property and will have little effect on mining 
of the MG Chromitite Layers on the mine. A NE-SW sub-
vertical dyke of some 10 m thickness was interpreted on 
the aeromagnetic survey. The dyke is not expected to have 
a  major  impact  on  mining.  The  only  other  major  feature 
of interest is the Spruitfontein upfold or pothole which is 
located  on  the  properties  immediately  west  of  the  mine. 
It affects the UG2 Chromitite Layer as well as the rest of 
the Critical Zone below. No new, major structural features 
have been intersected in the current mining operation. 

The  Mineral  Resource  estimate  was  completed  over  the 
Mining Right of Tharisa Minerals to a depth of 750 m for the 
MG Chromitite Layers and UG1 Chromitite Layers.

8.  MINERAL RESOURCE DECLARATION

The MG Chromitite Layer Mineral Resource estimate for 
September 2015 has been depleted from September 2014 
declaration using survey production data.

In-pit  drilling  continues  for  the  purposes  of  mining 
operations.  No  additional  resource  drilling  has  been 
completed  during  this  financial  year,  however,  additional 
in-pit drilling is expected in the future.

2015

Measured Indicated

Inferred

Total

Tonnes Mt
Tonnes Mt

48.59

129.53

650.05

828.17

6E + Au grade (g/t)

4E grade (g/t)

Cr2O3 grade (%)

Contained 4E (Moz)

Contained 6E (Moz)

1.53

1.14

1.68

1.24

1.54

1.13

1.56

1.15

21.39

22.24

19.93

20.38

1.78

2.39

5.16

7.0

23.62

30.56

32.19

41.58

Contained Cr2O3 (Mt)

10.39

28.81

129.55

168.75

2014

Measured Indicated

Inferred

Total

Tonnes Mt
Tonnes Mt

52.77

129.53

650.05

832.35

6E + Au grade (g/t)

4E grade (g/t)

Cr2O3 grade (%)

Contained 4E (Moz)

Contained 6E (Moz)

1.53

1.14

1.68

1.24

1.54

1.13

1.56

1.15

21.39

22.24

19.93

20.38

1.93

2.60

5.16

7.00

23.62

30.71

32.19

41.78

Contained Cr2O3 (Mt)

11.29

28.81

129.55

169.65

24

Tharisa plc Annual Report 2015

9.  MINERAL RESERVE DECLARATION

12.  ENVIRONMENTAL MANAGEMENT AND 

FUNDING

Tharisa Minerals has obtained all environmental approvals 
and authorisations required for the operation of the Tharisa 
Mine,  including  an  Integrated  Water  Use  Licence  issued 
under the Water Act, an Environmental Impact Assessment 
(EIA)  and  an  Environmental  Management  Programme 
as  required  in  terms  of  the  MPRDA.  Moreover,  Tharisa 
Minerals  employs  a  system  of  continuous  monitoring 
of  the  impact  of  its  operations  on  the  environment  and 
is  committed  to  compliance  with  the  Equator  Principles. 
The Safety  Health  and  Environment  Committees  on 
holding  company  and  operating  subsidiary  company  level 
are tasked with overseeing environmental matters.

The Group’s mining and exploration activities are subject 
to various laws and regulations governing the protection of 
the environment. Tharisa Minerals has a legal obligation to 
rehabilitate the site where the Tharisa Mine is located, once 
the  mining  operations  cease,  which  would  be  when  the 
current mine life of the project expires. The estimated long-
term  environmental  provision,  comprising  rehabilitation 
and  mine  closure  is  based  on  the  Group’s  environmental 
policy,  taking  into  account  the  current  technological, 
environmental and regulatory requirements. The provision 
for future rehabilitation at 30 September 2015 amounts to 
US$4.088 million  (2014:  US$4.452 million).  An  insurance 
company has provided a guarantee to the DMR to satisfy the 
requirements of the MPRDA with respect to environmental 
rehabilitation  and  the  Group  has  pledged  as  collateral  its 
investments  in  interest-bearing  debt  instruments  to  the 
insurance company to support this guarantee.

13.  REGULATORY AND LEGAL

All regulatory permits have been obtained or applied for. 
Details  of  the  Mining  Rights  are  set  out  on  in  the  Mining 
Rights summary on page 23.

The Board is not aware of any legal proceedings or other 
material  conditions  that  may  impede  the  continued 
operation of the Tharisa Mine.

The MG Chromitite Layer Mineral Resource estimate for 
September 2015 has been depleted from September 2014 
declaration using survey production data.

The LOM plan was designed to extract the MG Chromitite 
Layers, firstly from open pit mining to a maximum depth of 
200 metres and subsequently from underground extraction 
by means of the bord and pillar mining method. 

The  Mineral  Reserve  decreased  by  0.5%  as  a  result  of 
depletion during the year.

No Inferred Mineral Resource was included or considered 
for the open pit operation mine plan on which the open 
pit  portion  of  the  Mineral  Reserve  estimate  was  based. 
Inferred Mineral Resource was included in the underground 
section of the mine plan. If the Inferred Mineral Resource 
is  excluded  from  the  underground  mine  plan,  the 
underground  project  may  not  be  feasible.  The  Mineral 
Reserve declared was derived from the Indicated Mineral 
Resource portion included in the underground LOM plan. 
The underground section is planned after the depletion of 
the open pit section.

10.  MATERIAL RISKS

A  significant  change  in  the  applied  2013  CPR  commodity 
prices exists compared to current market prices. Reduced 
prices relative to the PGM long-term price were used, while 
the chrome long-term price was applied without reduction 
to select the economic pit limit. Sustained low commodity 
prices over the long-term materially influences the overall 
value of the operation and has a material impact on the size 
of the open pit portion of the Mineral Reserve.

Due  to  the  selection  of  an  ultimate  pit  with  a  value  and 
extended  life  strategy,  sustained  low  cost  and  efficient 
mining with specific focus on waste backfill and processing 
recoveries  is  critical  to  create  sustained  value  from  the 
open pit operation.

11.  REPORTING CODES AND COMPLIANCE

The  reporting  of  Mineral  Resource  and  Mineral  Reserve 
for  Tharisa  Minerals  is  declared  in  accordance  with  the 
principles and guidelines of the SAMREC Code.

All the regulatory permits have been obtained or applied 
for.  The  directors  are  unaware  of  any  legal  proceedings 
or  impediments  to  the  continued  operation  of  the 
Tharisa Mine.

Tharisa plc Annual Report 2015

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OPEN PIT 2015

Tonnes Mt
Tonnes Mt

5E + Au grade (g/t)

4E grade (g/t)

Cr2O3 grade (%)

Contained 4E (Moz)

Contained Cr2O3 (Mt)

UNDERGROUND 

2015

Tonnes Mt
Tonnes Mt

5E + Au grade (g/t)

4E grade (g/t)

Cr2O3 grade (%)

Contained 4E (Moz)

Contained Cr2O3 (Mt)

TOTAL 2015

Tonnes Mt
Tonnes Mt

5E + Au grade (g/t)

4E grade (g/t)

Cr2O3 grade (%)

Contained 4E (Moz)

Contained Cr2O3 (Mt)

Proved

Probable

31.8

1.54

1.20

19.5

1.23

6.2

68.4

1.50

1.16

19.3

2.56

13.2

Total

100.2

1.51

1.18

19.4

3.79

19.4

OPEN PIT 2014

Tonnes Mt
Tonnes Mt

5E + Au grade (g/t)

4E grade (g/t)

Cr2O3 grade (%)

Contained 4E (Moz)

Contained Cr2O3 (Mt)

Proved

Probable

36.0

1.54

1.20

19.5

1.39

7.0

68.4

1.50

1.16

19.3

2.56

13.2

Total

104.4

1.51

1.17

19.4

3.95

20.2

Proved

Probable

Total

–

–

–

–

–

–

18.7

1.52

1.17

19.3

0.7

3.6

Proved

Probable

31.8

1.54

1.20

19.5

1.23

6.2

87.1

1.50

1.17

19.3

3.26

16.8

18.7

1.52

1.17

19.3

0.7

3.6

Total

118.9

1.51

1.18

19.4

4.49

23.0

UNDERGROUND 

2014

Tonnes Mt
Tonnes Mt

5E + Au grade (g/t)

4E grade (g/t)

Cr2O3 grade (%)

Contained 4E (Moz)

Contained Cr2O3 (Mt)

TOTAL 2014

Tonnes Mt
Tonnes Mt

5E + Au grade (g/t)

4E grade (g/t)

Cr2O3 grade (%)

Contained 4E (Moz)

Contained Cr2O3 (Mt)

Proved

Probable

Total

–

–

–

–

–

–

18.7

1.52

1.17

19.3

0.7

3.6

Proved

Probable

36.0

1.54

1.20

19.5

1.39

7.0

87.0

1.50

1.17

19.3

3.26

16.8

18.7

1.52

1.17

19.3

0.7

3.6

Total

123.0

1.51

1.18

19.4

4.65

23.8

26

Tharisa plc Annual Report 2015

Relationship between exploration results, Mineral Resource and Mineral Reserve showing Tharisa Minerals’ Resource 
and Mineral Reserve as at 30 September 2015.

Increasing 
level of 
geoscientific 
knowledge 
and 
confidence

Exploration results

Mineral Resource
  30.56 Moz 4E 
  168.75 Mt contained Cr2O3 

Mineral Reserve

  4.49 Moz 4E 
  23.0 Mt contained Cr2O3

Reported as in situ 
mineralisation estimates

Reported as mineable 
production estimates

Inferred
  23.62 Moz 4E, 129.55 Mt contained Cr2O3
Indicated
  5.16 Moz 4E, 28.81 Mt contained Cr2O3
Measured
  1.78 Moz 4E, 10.39 Mt contained Cr2O3

Probable
  3.26 Moz 4E, 16.8 Mt contained Cr2O3
Proved
  1.23 Moz 4E, 6.2 Mt contained Cr2O3

Consideration of mining, metallurgical, economic, marketing, legal, environmental, 
social and governmental factors (the modifying factors)

Tharisa plc Annual Report 2015

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Material risks 

Material issues to Tharisa are those that substantially affect the 
Group’s ability to create and sustain value in the short, medium 
and long term.

The issues that are material to Tharisa and its stakeholders are 
determined by an analysis of our risks, the external environment 
and our engagement with stakeholders. 

Material  issues  determine  how  we  devise  and  implement  our 
strategy since each issue has the potential to impact our ability 
to achieve our strategic objectives. Each issue also carries with it 
challenges and opportunities.

Our  most  material  risks  are  considered  and  reported  on  an 
ongoing  basis,  by  those  members  of  the  management  team 
responsible for risk management. The Tharisa Risk Committee 
comprises all members of the Board.

Risks are identified in the Group Risk Register and are considered 
by management on a quarterly basis and reported to the Board 
at least twice a year.

Here we present the material issues and risks that the executive 
team  has  identified  in  consultation  with  a  wide  range  of 
stakeholders  and  with  reference  to  our  business  model  and 
strategy. 

Risks

Safety

Impact

Mitigation

Mining  and  processing  safely  is  a  key 
performance  indicator  for  all  executives 
and  managers  at  Tharisa.  Keeping  our 
people  safe  is  of  paramount  importance 
to  our  operations,  stakeholders  and  to 
management.

•  Unsafe work environment leading to 
potential injury and/or fatality in the 
work environment

•  Strive for zero harm working 

environment

•  Comprehensive training of standard 

•  Disruptions to operations pending 

operating procedures

root cause investigations

•  Potential section 54 and section 55 

•  Implement culture of risk intolerance
•  Transparent and open relationships 

instructions from the DMR

with DMR inspectorate

Labour

The  consistent,  assured  availability  of 
appropriately  skilled  human  resources 
at  economic  rates  is  essential  to  the 
sustainability  of  our  operations.  Similarly 
important is the efficiency and discipline of 
our workforce.

Local stakeholders

Our  neighbours  are  impacted  by  our 
operations in terms of employment, dust, 
noise,  water  security  and  our  ability  to 
invest  meaningfully  in  their  communities. 
The perceptions of stakeholders, including 
different  sections  of  the  community  and 
various  levels  of  government,  are  varied 
and multi-layered.

Management of resources and reserves

How  we  manage  the  extraction  of  the 
mineral  resource,  of  multiple  MG  layers 
of  reef,  is  critical  to  our  business  model. 
Our  success  depends  on  our  extracting 
the  maximum  value  per  tonne  of  reef 
while  avoiding  in-pit  dilution  and  undue 
sterilisation of the resource.

•  Labour disruptions
•  Potential damage to property
•  Intimidation of employees potentially 

resulting in harm

•  Recognition agreement with NUM
•  Concluded three-year wage 

agreement with NUM which provides 
certainty and stability

•  Monthly liaison with shop stewards 
and regular contact with regional 
leadership

•  Disruptions to operations through 

•  Ongoing environmental impact 

community unrest

•  Safety and health of community

monitoring

•  Sub optimal quantity and quality of 

reef resulting in poor processing plant 
recoveries impacting on financial 
performance

•  In-house mining skills
•  Accuracy and execution of mine plan
•  Mining employees and contractors 

managed on KPIs

•  Sterilisation of resources reduces life 
of mine and inhibits mining flexibility

•  Moved to single-contractor model 

(post financial year end)

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Tharisa plc Annual Report 2015

Risks

Regulatory compliance

Strict  adherence  to  various  legal  and 
legislative requirements informs our licence 
to operate and our various compacts with 
investors.

There is uncertainty around amendments 
to the MPRDA.

Environment

We are obliged in terms of our undertaking 
to  stakeholders,  including  government, 
providers  of  capital  and  the  community, 
to  monitor,  minimise  and  mitigate  our 
impact on the physical environment to the 
greatest extent possible.

Cash flow

Investors  expect  appropriate 
returns 
relative  to  the  perceived  risks  of  their 
investments.

In  the  context  of  subdued  commodity 
prices  the  Company  may  have  limited 
access to capital.

The Company requires cash flow to meet 
debt  repayments  and  ongoing  growth  of 
our asset through stay in business capital.

Access to infrastructure

Our  mining,  processing  and  marketing 
operations  rely  on  sustainable  access 
to  water,  electricity  and  rail  and  road 
infrastructure.

Commodity prices

The  state  of  the  world’s  economies 
impacts on demand and market prices for 
PGMs and chrome concentrate.

Volatility  in  the  ZAR/US$  exchange  rates 
affects our profitability.

Impact

Mitigation

•  Cost of compliance to changes in 

MPRDA

•  Ensure compliance with current 
MPRDA and applicable legislation

•  Non-compliance resulting in potential 

•  Engage with regulatory authorities and 

legal sanction

•  Negative investor sentiment
•  Capital raising hindered

industry organisations

•  Ongoing communication and 
awareness with investors

•  Harm to the environment
•  Cost of remediation and rehabilitation
•  Potential legal sanctions

•  Conduct all operations in an 

environmentally responsible manner

•  Compliance with all applicable 

national and local laws and regulations

•  Monitor compliance against Equator 

Principles

•  Mine closure rehabilitation guarantee 

and investment

•  Inability to secure the capital 

necessary to fund the ongoing 
requirements of the Group
•  Breach of debt facility terms 
•  Inadequate maintenance of plant and 

•  Comprehensive budgeting
•  Stringent cost control
•  Established working capital facilities
•  Fully maintained debt service reserve 

account

equipment

•  Preventative maintenance system 

implemented

•  Production interruptions
•  Delivery commitments not complied 

with

•  Negative impact on the profitability 

and cashflows of the Group

•  Two independent processing plants 
providing flexibility in times of 
electricity and water curtailments
•  Run of mine stockpiles providing 
buffer feed for processing plants
•  Multi modal transport optionality via 
bulk or containers, road and/or rail

•  Monitor costs closely to ensure that 
we remain in the lowest cost quartile

•  Stringent cost control and focus on 

production

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Stakeholder engagement

The  nature  of  our  integrated  mining,  mineral  processing, 
marketing and logistics business, its current stage of development 
and the physical location of our mining and processing operations 
dictate that the Group has a wide variety of stakeholders whose 
endorsement  is  critical  to  both  our  social  and  legal  licences  to 
operate. Stakeholders are defined as those groups or individuals 
who are directly affected by the Group’s business activities.

Our engagement with these various stakeholders is informed by 
what matters to them and their particular needs. Transparency 
is a core Group value.

This table summarises our key stakeholders, their key concerns 
and  how  we  engage  with  them  regarding  the  challenges  and 
opportunities facing our Group.

 Stakeholder

Shareholders

Employees

Key concern

Form of engagement

•  Implementation of strategy and 
performance against the strategy
•  Group financial and non-financial 

performance

•  Return on investment
•  Dividends
•  Share price performance
•  Sustainability
•  Risk management

•  Interim and annual reporting
•  Quarterly production updates
•  Company website
•  AGM
•  SENS announcements

•  Safe working environment
•  Fair remuneration and benefits
•  Health and wellness programmes and 

counselling

•  Regular employee engagement forum 

meetings at the Tharisa Mine

•  Tharisa Minerals newsletters and posters
•  Tharisa Minerals induction and ongoing skills 

•  Job security and opportunities for training 

development training

and career advancement

•  Sustainable company performance
•  Skills levels/development

•  Company website
•  Daily supervisor/manager interaction
•  Ongoing safety training on the Tharisa Mine
•  Union recognition and negotiation by 

Tharisa Minerals

•  Tharisa Minerals wellness programmes and 

campaigns

Customers

•  Quality of PGM and chrome concentrates 
•  Price of chrome concentrates
•  Delivery status
•  Reliability of supply

•  Regular electronic and telephonic 

communication
•  Customer site visits
•  Commodity conferences

South African national, 
provincial and local 
government

•  Adherence to mining legislation
•  Adherence to Mining Charter
•  Compliance with relevant legislation and 

regulations

•  Community development
•  Health and safety
•  Environmental impact and rehabilitation
•  Employment creation

Research analysts and fund 
managers

•  Availability of reliable and timeous Group 
financial and non-financial information

•  Regular information updates

•  Monthly, quarterly and annual reports to 

DMR

•  Regular engagement with local and 

provincial government

•  Scheduled and unannounced site visits by 

regulators

•  Roadshows and analyst briefings
•  Interim and annual reporting
•  Annual Report
•  Company website
•  SENS announcements

Contractors and suppliers

•  Fair and reasonable contract terms
•  Adherence to contract terms
•  Quality control
•  Preferential procurement policies
•  Sustainability
•  Payment terms

•  Procurement policies and tender process
•  On-site operational meetings as required
•  Verbal and electronic communication
•  Contract terms negotiated and agreed
•  Standard contract terms for suppliers 

of goods

South African SOE service 
providers

•  Markets for rail and energy
•  Certainty of business
•  Assistance in the provision of infrastructure

•  Regular face-to-face meetings
•  Electronic communication
•  Joint task team with Transnet to 

develop siding

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Tharisa plc Annual Report 2015

 Stakeholder

Key concern

Form of engagement

Labour unions (Tharisa 
Minerals only)

Banks and guarantors

•  Union recognition and ability to organise 

workers

•  Securing improved conditions of 

employment for members
•  Safe working environment

•  Scheduled return of capital and interest
•  Adherence to facility contract terms
•  Compliance with debt covenants
•  Risk related returns
•  Group operating and financial performance
•  Sustainability
•  Risk management
•  Security for facility

Tharisa Mine local 
communities

•  Employment creation
•  Local procurement
•  Health and safety
•  Environmentally responsible conduct and 
compliance with environmental legislation

•  Corporate social investment
•  Skills development

•  Monthly liaison with shop stewards
•  Regular contact with NUM regional 

leadership

•  Labour forum meets once a month

•  Reporting on a monthly, bi-annual and 

annual basis

•  Presentations and meetings with 

management

•  Tharisa Mine site visits by senior debt 

providers at least twice a year

•  Active interaction with the independent 

technical consultant appointed by the senior 
debt providers

•  Telephonic and electronic communication, 
particularly on working capital facilities
•  Annual review of working capital facilities

•  Adult education and training, learnerships 

and bursaries

•  Community forums
•  Local upliftment and wellness programmes 

and projects

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Governance
Board of directors

EXECUTIVE DIRECTORS
1. Loucas Pouroulis
Chairman

Mining and Metallurgical Engineering (Hons) (National Technical University, Athens, Greece)

Loucas Pouroulis is the Executive Chairman of the Group, with responsibility for the development of strategy and the 
identification of new opportunities for the Group. He began his career in Cyprus in 1962, and his initial post graduate 
training took place in Germany, Sweden and Cyprus. Loucas is trained as a mining and metallurgical engineer and has 
more than 50 years’ experience in mining exploration, project management, financing and production in open pit and 
underground mining operations, including PGM and gold mines. He emigrated to South Africa in 1964 and joined Anglo 
American, where he rose rapidly through the management ranks and received extensive training and experience. In 1971, 
Loucas began to pursue his own mining interests, initially focusing on gold mining opportunities considered uneconomical 
by the majors. By the 1990s, he had established Petra Diamonds and, since 2000, has established Eland Platinum, Tharisa, 
Kameni, Keaton Energy and TransAfrika Resources.

2. Phoevos Pouroulis
Chief Executive Officer

Bachelor of Science and Business Administration (Boston University, Massachusetts, USA)

Phoevos Pouroulis is the Chief Executive Officer of the Group, with responsibility for implementation of overall strategy 
and management. Phoevos has held various senior managerial and operational positions in his career spanning more than 
15  years.  He  has  extensive  experience  in  project  management,  mining  design,  commissioning  and  mining  operations, 
including chrome and PGM mines, having been involved in South Africa’s mining industry since 2003. He has served as 
Commercial Director for Chromex Mining and was a founding member of Keaton Energy, where he is currently a non-
executive director. Phoevos serves on the Council of the International Chrome Development Association.

3. Michael Jones
Chief Finance Officer

Bachelor  of  Accounting  (University  of  KwaZulu-Natal  (Pietermaritzburg),  South  Africa),  CA(SA);  Member,  South  African 
Institute of Chartered Accountants

Michael Jones is the Chief Finance Officer of the Group and is responsible for the overall financial operation and the 
financial reporting management of the Group. Michael has more than six years’ senior financial management experience in 
the mining exploration and development sphere and had 18 years’ experience in investment banking, focusing on mergers 
and acquisitions and capital raisings of both equity and debt. 

INDEPENDENT NON-EXECUTIVE DIRECTORS 
4. David Salter
Lead independent non-executive director

Bachelor of Science (Hons), PhD in Mineral Technology (Imperial College, London), FSAIMM

David Salter has more than 30 years’ experience in the development and management of mining companies, including 
both open pit and underground PGM mining operations. David was the managing director of Eland Platinum until its sale 
to Xstrata in 2007. He is the non-executive Chairman of Keaton Energy and a non-executive director of a number of 
unlisted mining companies. David will be retiring by rotation at the AGM and will be available for re-election.

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Tharisa plc Annual Report 2015

5. Ioannis Drapaniotis
Independent non-executive director

Bachelor of Engineering (Mining and Metallurgy) (National Technical University of Athens, Greece)

Ioannis Drapaniotis has over 46 years’ experience in the mining and metallurgical sectors, having worked in 
various managerial and operational positions in mining companies since 1964. He was the general manager of 
the Federation of Greek Industry from 2001 to 2008, and the executive chairman of the Hellenic Institute for 
Occupational Health and Safety from 2008 to 2011. Ioannis will be retiring by rotation at the conclusion of the 
AGM and will not be available for re-election.

The Board thanks Ioannis for the invaluable contribution he has made to the Company since his appointment 
in 2008.

6. Antonios Djakouris 
Independent non-executive director 

Chartered Accountant and Fellow of the Institute of Chartered Accountants in England and Wales

Antonios  Djakouris  is  a  qualified  Chartered  Accountant  and  has  experience  as  a  manager  and  director, 
having served in a number of posts with the Bank of Cyprus, including internal audit, credit review and retail 
banking, and as Group General Manager in charge of operations. From 2003 to 2009, he directed the Bank 
of Cyprus group’s overseas operations, including banks in the United Kingdom, Australia, Russia, Romania 
and Ukraine. Antonios currently serves in an honorary capacity on the board and executive committee of 
the Cyprus Anti-Cancer Society, one of the largest charities in Cyprus. Antonios will be retiring by rotation 
at the AGM and will be available for re-election.

7. Omar Kamal
Independent non-executive director

Bachelor in Economics and Political Science, PhD in Management (Banking and Finance)

Omar Kamal has more than 20 years’ experience in the field of finance and investment. He has a broad 
spectrum  of  knowledge  and  experience  gained  through  his  academic  background,  lecturing  at  university, 
serving  as  a  key  executive  at  two  prominent  Middle  Eastern  regional  banks  as  well  as  having  been  the 
partner in charge of Islamic Financial Services Advisory Group at Ernst & Young LLP. He has served in many 
senior managerial positions throughout his career and during the period under review, he was an executive 
with ARH (Suisse) S.A. and other related companies within the group. At the time of his appointment to 
the Board, the Nomination Committee and the Board did not regard Omar as independent, in accordance 
with the King III definition of independence. At the date of this report, he is no longer affiliated with the 
above-mentioned companies. Given this fact, the Nomination Committee and the Board have re-assessed 
his independence and concluded that he now be considered an independent non-executive director. 

NON-EXECUTIVE DIRECTORS
8. Brian Chi Ming Cheng
Non-executive director

Bachelor of Science (Babson College, Massachusetts, USA)

Brian  Cheng  is  an  executive  director  of  NWS  Holdings  Limited  (NWS),  a  Hong  Kong  listed  company,  and 
a  subsidiary  of  which  holds  15.85%  of  Tharisa’s  issued  share  capital.  He  is  responsible  for  overseeing  NWS’ 
infrastructure  business  and  merger  and  acquisition  affairs.  He  is  also  a  non-executive  director  of  five  other 
companies listed on the Hong Kong Stock Exchange. Before joining NWS, Brian worked as a research analyst in 
the Infrastructure and Conglomerates sector for CLSA Asia-Pacific Markets.

Joanna Ka Ki Cheng – Alternate director to Brian Cheng
Alternate non-executive director

Bachelor of Arts (Economics) (York University, Ontario, Canada)

Joanna Cheng, a Canadian national, is a Chartered Accountant and a member of the Institute of Chartered 
Accountants of Ontario, Canada. She has more than 15 years’ experience in business development, investment 
and management and is the General Manager (Energy) of NWS Infrastructure Management Limited, a wholly 
owned subsidiary of NWS. Before joining NWS, Joanna worked at audit firms in Canada and Hong Kong.

Tharisa plc Annual Report 2015

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Corporate Governance

INTRODUCTION

The  Company  is  listed  on  the  JSE  under  the  ‘General  Mining’ 
sector and, as such, is subject to the JSE Listings Requirements, 
as well as the Cyprus Companies Law and King III.

The Board is fully committed to the principles of King III, believing 
that accountability, integrity, fairness, transparency and integrated 
thinking is essential to the Group’s long term sustainability and 
to  its  ongoing  ability  to  create  value  for  investors  and  other 
stakeholders.  The  Company’s  application  of  King  III  Chapter  2 
principles is set out on page 39. The complete King III checklist is 
available on the Company website, www.tharisa.com. 

Other  than  having  an  Executive  Chairman  and  not  having  an 
in-house  independent  internal  audit  function,  the  Company 
is  compliant,  in  all  material  respects,  with  King  III.  To  mitigate 
these non-compliances, David Salter has been appointed as Lead 
Independent  Director  and  PricewaterhouseCoopers  has  been 
appointed as the internal auditors of the Group.

ROLE AND RESPONSIBILITIES OF THE BOARD

The  Board  is  the  ultimate  governing  authority,  responsible 
for  the  Company’s  strategy,  key  policies,  ethics  and  corporate 
governance,  as  well  as  approving  the  Company’s  financial 
objectives  and  targets.  The  Board  recognises  that  strategy, 
performance,  risk  and  sustainability  are  inseparable  and  that 
the  execution  of  strategy  can  have  a  material  impact  on  the 
Company’s  creation  of  value  and  its  various  stakeholders. 
The  Board  is  fundamentally  important  to  the  achievement 
of the Company’s mission, financial objectives and fulfilment of 
its corporate responsibilities in a sustainable manner and provides 
effective leadership on an ethical foundation while ensuring that 
the Group is seen to behave as a responsible corporate citizen.

The Board is the ultimate custodian of the governance framework 
which  commits  the  Company  and  its  representatives  to  act 
according  to  the  highest  standards  of  fairness,  accountability, 
responsibility, 
sustainability. 
The  Company’s  approach  to  corporate  governance  strives  to 
be stakeholder inclusive, based on good communication, and is 
integrated into every aspect of the Company’s business.

transparency, 

ethics 

and 

The  Company  has  adopted  a  Board  Charter  setting  out  the 
composition,  role,  responsibilities,  obligations,  rights  and 
powers  of  the  Board.  The  Board  Charter  is  available  on  the 
Company website. 

All  non-executive  directors  have  unrestricted  access  to  the 
Chairman,  management,  the  Joint  Company  Secretaries,  and 
the  external  and  internal  auditors.  In  addition,  all  directors  are 
entitled to seek independent professional advice on any matter 
pertaining  to  the  Company  and  the  Group,  at  the  Company’s 
expense. 

BOARD COMPOSITION

Executive directors

Loucas Pouroulis (Executive Chairman)
Phoevos Pouroulis (Chief Executive Officer)
Michael Jones (Chief Finance Officer)

Non-executive directors

David Salter (Lead independent non-executive director)
Ioannis Drapaniotis (Independent non-executive director)
Antonios Djakouris (Independent non-executive director)
Omar Kamal (Independent non-executive director)
Brian Cheng (Non-executive director)
Joanna Cheng (Alternate to Brian Cheng)

The Board currently comprises eight directors and one alternate 
director. There is a clear balance of power and authority at Board 
level to ensure that no single director has unfettered decision-
making power, and there is a clear distinction between the roles 
of  the  Executive  Chairman  and  the  Chief  Executive  Officer. 
David Salter is the Company’s Lead Independent Director.

BOARD APPOINTMENTS

Members  of  the  Board  are  appointed  by  the  Company’s 
shareholders. The Board also has the power to appoint directors, 
subject  to  such  appointments  being  approved  by  shareholders 
at the next AGM. Pursuant to the terms of the Board Charter, 
appointments to the Board are made on recommendation of the 
Nomination Committee. A formal policy detailing the procedures 
for appointments to the Board has been adopted by the Company. 
Non-executive directors are required to be individuals of calibre 
and credibility, be independent of management and possess the 
necessary  skills  and  expertise  to  bring  judgement  to  bear  on 
issues of strategy, performance, resources, diversity, standards of 
conduct and evaluation of performance. 

BOARD EVALUATION

During the year under review, the Board conducted an extensive 
self-evaluation of the performance of the Board, its committees, 
the Executive Chairman, Chief Executive Officer, Chief Finance 
Officer,  Joint  Company  Secretaries  and  the  performance  and 
contribution  of  individual  non-executive  directors.  It  also 
performed  an  assessment  of  the  independence  of  each  of  the 
independent non-executive directors.

DIRECTOR INDUCTION

Upon appointment, all new directors are provided with induction 
materials  to  familiarise  them  with  the  Group’s  operations,  its 
business environment, and executive management, and to induct 
them in their fiduciary duties and responsibilities, including:

•  Group structure
•  Top shareholders
•  Minutes of previous board meetings
•  Annual and interim reports
•  Articles of Association, Board Charter and Terms of Reference 

of all Board committees

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Tharisa plc Annual Report 2015

•  Information on Directors’ and Officers’ Insurance
•  Quick reference guide to the JSE Listings Requirements
•  Memorandum on the key legal responsibilities of directors of 

a JSE listed company

•  JSE Listings Requirements regarding directors’ dealings
•  Memorandum on market abuse and insider trading.

RETIREMENT  BY  ROTATION AND  RE-ELECTION  OF 
DIRECTORS

In  accordance  with  the  Company’s  Articles  of  Association  and 
King  III,  one-third  of  non-executive  directors  must  retire  from 
office  at  each  AGM.  The  non-executive  directors  retiring  at 
each  AGM  will  be  those  directors  who  have  been  the  longest 
serving since their last election. Retiring directors are eligible for 
re-election, and if so re-elected, are deemed to not have vacated 
their office. Accordingly, David Salter and Antonios Djakouris will 
be retiring by rotation at the upcoming AGM, and being eligible, 
will  be  available  for  re-election.  Ioannis  Drapaniotis,  who  will 
also  be  retiring  by  rotation,  is  not  making  himself  available  for 
re-election. 

A brief curriculum vitae of each director standing for re-election 
appears  on  page  32.  Having  assessed  the  performance  of  the 
directors  standing  for  re-election,  it  is  the  recommendation  of 
the Board that they be re-elected.

In terms of the Company’s Articles of Association, any directors 
appointed by the Board during the course of the financial year, 
shall  hold  office  only  until  the  next  AGM  of  the  Company 
following their appointment and shall then retire and be eligible 
for  re-election.  Other  than  the  appointment  of  the  alternate 
director,  no  directors  have  been  appointed  during  the  period. 
An alternate director is neither subject to retirement by rotation, 
nor is the appointment required to be confirmed by shareholders. 

BOARD MEETINGS

The Board meets at least four times per year and at such other 
times as may be required. The Board met four times during the 
year under review.

BOARD COMMITTEES

Certain responsibilities are reserved for the Board, while others 
are delegated to Board committees, each with formal mandates 
and Terms of Reference, without abdicating the Board’s overall 
fiduciary duties and responsibilities. The Terms of Reference of 
each  Board  committee  determines,  inter  alia,  the  composition, 
purpose,  scope  of  mandate,  and  powers  and  duties  of  the 
committee.  Board  committees  provide  feedback  to  the  Board 
through  reports  by  their  respective  chairmen  and  provide  the 
Board with copies of minutes of committee meetings. Terms of 
Reference of the various committees are compliant with the JSE 
Listings Requirements, are reviewed on a regular basis and are 
available on the Company website. All committees have satisfied 
their responsibilities in compliance with their respective Terms of 
Reference during the year under review.

Audit Committee

Antonios Djakouris – Chairman (Independent non-executive director)
David Salter (Lead independent non-executive director)
Ioannis Drapaniotis (Independent non-executive director)
Omar Kamal (Independent non-executive director)

The Chairman of the Audit Committee, Antonios Djakouris, is 
a Chartered Accountant and possesses the requisite expertise 
in finance, accounting and auditing, having experience in internal 
audit,  credit  review,  information  technology  and  retail  banking. 
David  Salter  and  Ioannis  Drapaniotis  have  sufficient  financial 
acumen to discharge their responsibilities as members of the Audit 
Committee effectively and bring a balance of skills and expertise, 
particularly  in  the  mining  industry,  to  the  Committee.  While 
Omar  Kamal  was  regarded  as  non-independent  by  the  Board 
during  the  period  under  review,  his  membership  of  the  Audit 
Committee brought depth and additional financial expertise to 
the Committee, given his qualifications and experience in finance 
and economics.

The  Group’s  independent  external  auditors,  independent 
internal  auditors,  Chief  Finance  Officer  and  Chief  Executive 
Officer  attend  Committee  meetings  by  invitation.  The  Audit 
Committee  meets  with  the  internal  and  external  auditors, 
without any executive directors being present, throughout the 
year. Both the internal and external auditors have unrestricted 
access to the Chairman of the Committee and to the Chairman 
of the Board.

The  Audit  Committee  provides  the  Board  with  additional 
assurance  regarding  the  quality  and  reliability  of  financial 
information  used  by  the  Board  and  the  financial  statements  of 
the  Group.  The  Committee  reviews  the  internal  and  financial 
control systems, accounting systems and reporting and internal 
audit functions. It liaises with the Group’s external auditors and 
monitors  compliance  with  legal  requirements.  Furthermore, 
the  Audit  Committee  assesses  the  performance  of  financial 
management,  approves  external  audit 
fees  and  budgets, 
monitors  non-audit  services  provided  by  the  external  auditors 
against  an  approved  policy  and  ensures  that  management 
addresses  any  identified  internal  control  weakness.  In  addition, 
the Audit Committee oversees the integrated reporting process, 
risk management systems, information technology risks (as they 
relate  to  financial  reporting)  and  the  Group’s  whistleblowing 
arrangements,  policies  and  procedures  for  preventing  corrupt 
behaviour and detecting fraud and bribery.

The  Committee  has  unrestricted  access  to  all  Company  and 
Group information and may seek information from any employee. 
The Committee may also consult external professional advisors 
in executing its duties.

The  Chairman  of  the  Audit  Committee  is  required  to  report 
to  the  Board  after  each  meeting  of  the  Committee  and  the 
minutes of meetings of the Audit Committee are provided to the 
Board. For more information on the activities of the Committee 
during the year under review, refer to the Report of the Audit 
Committee on page 49.

Tharisa plc Annual Report 2015

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The Committee meets as often as is deemed necessary, but is 
required  to  meet  at  least  twice  a  year.  The  Audit  Committee 
met four times during the year under review.

Risk Committee

Antonios Djakouris – Chairman (Independent non-executive director)
Loucas Pouroulis (Executive Chairman of the Board)
Phoevos Pouroulis (Chief Executive Officer)
Michael Jones (Chief Finance Officer)
David Salter (Lead independent non-executive director)
Ioannis Drapaniotis (Independent non-executive director)
Omar Kamal (Independent non-executive director)
Brian Cheng (Non-executive director)
Joanna Cheng (Alternate to Brian Cheng)

Control  of  the  complete  process  of  risk  management,  the 
evaluation  of  its  effectiveness  and  approval  of  recommended 
risk  management  and  internal  control  strategies,  systems  and 
procedures  are  key  Board  responsibilities.  For  this  reason, 
the  Risk  Committee  comprises  the  entire  Board.  The  Risk 
Committee reviews management reports on the adequacy and 
effectiveness of the Group’s risk management functions, ensures 
compliance  with  the  Group’s  risk  management  policies  and 
reviews the adequacy of the Group’s insurance coverage.

During  the  year  under  review  the  Committee  conducted  a 
high-level review of the residual risks identified by management 
following a facilitated risk assessment workshop and subsequent 
business risk review undertaken at operating subsidiary level. It 
continues to monitor progress made by risk owners in identifying 
mitigating  factors,  performing  gap  analyses  and  implementing 
additional mitigating measures where required. In addition, the 
Risk  Committee  conducted  a  formal  strategic  risk  workshop, 
during  which  non-operational  and  strategic  risks  impacting  on 
the  Company  and  the  Group  were  reviewed  and  evaluated. 
The Risk Committee met twice during the year under review. 

Nomination Committee

David Salter – Chairman (Lead independent non-executive director)
Loucas Pouroulis (Executive Chairman of the Board)
Antonios Djakouris (Independent non-executive director)

Given  that  Loucas  Pouroulis  is  the  Executive  Chairman  of 
the  Board,  he  is  entitled  to  participate  and  contribute  to  the 
Committee but is not entitled to vote on any matter before it. 
In the event of a tied vote, David Salter has a casting vote.

The  Nomination  Committee  ensures  that  procedures  for 
appointments to the Board are formal and transparent by making 
recommendations  to  the  Board  on  all  new  appointments  in 
accordance  with  the  Company’s  policy  for  such  appointments. 
It does so by reviewing the size, structure and composition of the 
Board, taking cognisance of the skills, knowledge, independence, 
experience  and  diversity  of  Board  members.  The  Nomination 
Committee is also responsible for evaluating Board performance, 
undertaking  performance  appraisals  of  the  Chairman  and 
directors,  evaluating  the  effectiveness  of  Board  committees, 

making  recommendations  to  the  Board  and  reviewing  Board 
succession plans.

The  work  of  the  Committee  during  the  year  followed  both 
its  Terms  of  Reference  and  established  good  practice  in 
corporate governance. The Committee conducted a review of 
the structure, size and composition of the Board, with specific 
emphasis  on  skills,  knowledge,  independence  and  diversity  of 
the  Board  members.  It  was  agreed  that  consideration  should 
be  given  to  the  appointment  of  an  appropriately  qualified 
female independent non-executive director with experience in 
the mining industry. During the year under review, it considered 
the  notice  of  the  appointment  of  Joanna  Cheng  as  alternate 
director  to  Brian  Cheng  and  recommended  that  the  Board 
consent to the appointment. 

Both  the  Board  and  the  Nomination  Committee  reviewed 
the  results  of  the  Board  and  Committee  evaluation  process, 
as well as the results of the evaluation of the Chairman of the 
Board,  the  Chief  Executive  Officer,  the  Chief  Finance  Officer, 
the Joint Company Secretaries and the individual non-executive 
directors.  While  the  results  of  the  evaluations  were  found  to 
be  satisfactory,  it  was  agreed  that  all  parties  would  strive  to 
continuously  improve  performance.  The  Committee  met  once 
during the year under review.

Remuneration Committee

Antonios Djakouris – Chairman (Independent non-executive director)
David Salter (Lead independent non-executive director)
Ioannis Drapaniotis (Independent non-executive director)

All members of the Committee are independent non-executive 
directors.  The  Chief  Executive  Officer  and  Chief  Finance 
Officer  are  invited  to  attend  meetings  of  the  Committee  to 
make  presentations,  except  when  their  own  remuneration  is 
under consideration.

The  Remuneration  Committee  considers  the  remuneration 
framework of the Executive Chairman, Chief Executive Officer, 
Chief  Finance  Officer,  the  Company  Secretaries  and  other 
members  of  the  executive  management  of  the  Company  and 
its subsidiaries, with the assistance and guidance of independent 
experts and local and international benchmarks. The Committee 
also considers bonuses, which are discretionary and based upon 
general  economic  variables,  the  performance  of  the  Company 
and  each  individual’s  performance,  allocations  in  terms  of  the 
Group’s incentive schemes and certain other employee benefits 
and schemes.

During the year, the Committee reviewed various aspects of the 
Group’s remuneration policy and structure, including executive 
salaries,  performance  based  remuneration  schemes  and  the 
Share Award Plan. The Committee is satisfied with the prevailing 
policies, remuneration and structure. The Committee met five 
times during the year under review.

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Tharisa plc Annual Report 2015

Safety, Health and Environment Committee

David Salter – Chairman (Lead independent non-executive director)
Antonios Djakouris (Independent non-executive director)
Ioannis Drapaniotis (Independent non-executive director)

All members of the committee are independent non-executive 
directors.  The  Chief  Executive  Officer  attends  the  meeting 
by invitation.

The  Safety,  Health  and  Environment  Committee  develops  and 
reviews the Group’s framework, policies and guidelines on safety, 
health and environmental management, monitors key indicators 
on  accidents  and 
incidents  and  considers  developments 
in  relevant  safety,  health  and  environmental  practices  and 
regulations.  The  Committee  met  four  times  during  the  year 
under review.

ATTENDANCE AT MEETINGS

Attendance at Board and Committee meetings is set out below:

 Director

Board

Audit

Nomination

Remuneration

Risk

Loucas Pouroulis
Phoevos Pouroulis
Michael Jones
David Salter
Antonios Djakouris
Ioannis Drapaniotis
Omar Kamal
Brian Cheng
Joanna Cheng (Alt)

4/4
4/4
4/4
4/4
4/4
4/4
3/4
1/4*
3/4^

–
4/4#
4/4#
4/4
4/4
4/4
4/4
–
–

1/1
–
–
1/1
1/1
–
–
–
–

–
5/5#
5/5#
5/5
5/5
4/5
–
–
–

2/2
2/2
2/2
2/2
2/2
2/2
2/2
0/2*
0/2^

*  Appointed 19 December 2014.
^  Appointed as alternate to Brian Cheng on 25 September 2015. Ms Cheng attended two board meetings by invitation prior to appointment.
#  By invitation.

SHE

–
4/4#
–
4/4
4/4
4/4
–

JOINT GROUP COMPANY SECRETARIES

The  role  of  the  Joint  Group  Company  Secretaries  is,  inter  alia, 
to  provide  guidance  and  advice  to  the  Board  with  respect  to 
matters  relating  to  the  JSE  Listings  Requirements,  the  Cyprus 
Companies Law, King III and other corporate governance related 
matters.  In  addition  to  their  statutory  duties,  the  Company 
Secretaries  provide  the  Board  as  a  whole,  individual  directors 
and  the  various  committees  with  guidance  as  to  the  manner 
in  which  their  responsibilities  should  be  discharged  in  the  best 
interest of the Group.

The appointment and removal of the Company Secretaries is a 
matter reserved for the Board as a whole. The Board formally 
assessed  and  considered  the  performance  and  qualifications 
of the Company Secretaries and is satisfied that the Company 
Secretaries  are  competent,  suitably  qualified  and  experienced. 
Neither  of  the  Company  Secretaries  is  a  director  of  Tharisa, 
nor are they related or connected to any of the directors and 
the Board is satisfied that the Company Secretaries maintain an 
arms-length relationship with the Board.

SAFETY AND ETHICS HOTLINE 

A  24-hour  Safety  and  Ethics  Hotline  monitored  by  an 
independent  external  party  is  fully  operational  and  facilitates 
the  reporting  and  resolution  of  safety  and  ethical  violations. 
This  confidential  and  anonymous  hotline  provides  an  impartial 
facility  for  employees,  service  providers,  customers  and  other 
stakeholders to report any safety or ethics related matter such 
as  safety  concerns,  unsafe  behaviour  and  practices,  hazardous 
conditions, fraudulent activity, corruption, statutory malpractice, 

financial  and  accounting  reporting  irregularities  and  other 
deviations from safe and ethical behaviour. It is the duty of the 
Audit Committee to ensure that arrangements are in place for 
the independent investigation of such matters and appropriate 
follow-up action.

CONFLICTS OF INTEREST

Directors are required to declare their other directorships and 
interests, as well as any conflict of interest in any matter before 
the Board.

SHARE DEALING AND INSIDER TRADING

All directors, senior executives and employees who, by virtue of 
their positions have access to financial and other price sensitive 
information,  are  regarded  as  insiders  and  are  required,  at  all 
times,  to  obtain  prior  authorisation  to  deal  in  the  Company’s 
shares.

Closed  periods  are  observed  as  required  by  the  JSE  Listings 
Requirements.  The  Company’s  directors,  executives  and 
employees  who  are  classified  as  insiders  are  not  permitted  to 
deal  in  the  Company’s  shares  during  closed  periods  or  when 
they are in possession of non-public information. An appropriate 
communication is sent to all such employees alerting them that 
the Company is entering a closed period. 

Tharisa plc Annual Report 2015

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SUCCESSION PLANNING

The Board, assisted by the Nomination Committee, is responsible 
for  succession  planning  for  the  Board,  executives  and  senior 
management. 

INFORMATION TECHNOLOGY GOVERNANCE

The  Board  Charter  commits  the  Board  to  assuming  ultimate 
responsibility for ensuring that effective information technology 
(IT) systems, internal control, auditing and compliance policies, 
procedures  and  processes  are  implemented  in  order  to  avoid 
or  mitigate  key  IT-related  business  risks.  An  IT  governance 
framework is in the process of being prepared.

INTERNAL CONTROL SYSTEMS

To meet the Company’s responsibility to provide reliable financial 
information,  the  Company  maintains  financial  and  operational 
systems  of  internal  control.  These  controls  are  designed  to 
provide  reasonable  assurance  that  transactions  are  concluded 
in  accordance  with  management’s  authority,  that  the  assets 
are  adequately  protected  against  material  losses,  unauthorised 
acquisition,  use  or  disposal,  and  that  transactions  are  properly 
authorised and recorded.

The systems include a documented organisational structure and 
division  of  responsibility,  established  policies  and  procedures 
which are communicated throughout the Group, and the careful 
selection, training and development of people.

The Board monitors the operation of the internal control systems 
to determine whether there are deficiencies. Corrective actions 
are taken to address control deficiencies as they are identified. 
The  Board,  operating  through  the  Audit  Committee,  oversees 
the financial reporting process and internal control systems.

The Company does not have an in-house independent internal 
audit  function.  The  Audit  Committee  reviews,  on  an  annual 
basis,  whether  there  is  a  need  for  an  in-house  internal  audit 
function  and  makes  the  necessary  recommendation  to  the 
Board. The Audit Committee has considered the decision at the 
time of listing that, given the size and stage of development of 
the Company and the Group, an in-house internal audit function 
is  not  justified,  and  is  still  of  the  opinion  that  the  appointment 
of PricewaterhouseCoopers as internal auditors for the Group 
sufficiently mitigates the risk of not having an in-house internal 
audit function.

There are inherent limitations to the effectiveness of any system 
of internal control, including the possibility of human error and 
the  circumvention  or  overriding  of  controls.  Accordingly,  an 
effective  internal  control  system  can  provide  only  reasonable 
assurance  with  respect  to  financial  statement  preparation  and 
the safeguarding of assets.

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Tharisa plc Annual Report 2015

 
King III application
The  Board  is  fully  committed  to  the  principles  of  King  III.  The  Company’s  application  of  Chapter  2  principles  is  set  out  below.  The 
complete King III checklist is available on the Company website, www.tharisa.com.

PRINCIPLE
Chapter 2 – Boards and directors

Status

Summary of how Tharisa applies the King III principles

Role and function 
of the Board

2.1

The  Board  should  act  as  the 
focal  point  for  and  custodian  of 
corporate governance

Applied

2.2

The  Board  should  appreciate 
that  strategy,  risk,  performance 
and sustainability are inseparable

Applied

2.3

The  Board 
should  provide 
effective leadership based on an 
ethical foundation

Applied

2.4

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

Applied

2.5

The Board should ensure that the 
company’s  ethics  are  managed 
effectively

Applied

2.6

The Board should ensure that the 
Company  has  an  effective  and 
independent Audit Committee

Applied

The Board is committed to the highest standards of corporate 
governance and believes that accountability, integrity, fairness, 
transparency and integrated thinking is essential to the Group’s 
long-term sustainability and to its ongoing ability to create value 
for investors and other stakeholders.

The  Board  recognises  that  strategy,  risk,  performance  and 
sustainability  are  inseparable.  The  Board  is  responsible  for 
aligning  the  strategic  objectives,  vision  and  mission  of  the 
Group  with  performance  and  sustainability  considerations. 
The  Board  reviews  and  approves  Group  strategy,  helping 
to  ensure  alignment  with  the  purpose  of  the  Company, 
key  value  drivers,  sustainability  and  legitimate  interests 
and  expectations  of  stakeholders.  The  Board  ensures  that 
risks  impacting  the  business  are  adequately  examined  and 
mitigated by management.

The  Board  is  guided  in  all  matters  by  the  Board  Charter 
which sets out its responsibilities. The Board subscribes to 
and  promotes  the  highest  standard  of  integrity  and  good 
corporate governance. 

The Board is responsible for strategic direction and control 
of  the  Company  and  exercises  such  control  through  the 
governance  framework  of  the  Board  and  its  committees. 
Certain  matters  are  reserved  for  decision  by  the  Board. 
The  values  and  principles  of  Tharisa  are  refined  in  the 
Company’s Code of Ethics which seeks to ensure compliance 
with relevant legislation and regulations, in a manner that is 
beyond reproach.

The  Board’s  ethical  approach  is  further  strengthened  by 
the  diverse  experience  of  its  non-executive  directors,  the 
majority of whom are independent.

The  Board  Charter  outlines  the  Board’s  responsibilities 
in  this  regard.  Tharisa  is  committed  to  the  promotion  of 
sound safety, health and environmental practices in order to 
protect, enhance and invest in the wellbeing of the economy, 
society  and  the  environment.  The  Board  focuses  on  these 
matters through its Risk and Safety, Health and Environment 
Committees.

The Board Charter outlines the Board’s effective management 
of ethics. The Code of Business Ethics and Conduct reaffirms 
the  high  standards  of  business  conduct  required  of  all 
employees, officers and directors of the Group. 
A  24-hour  Safety  and  Ethics  Hotline  monitored  by  an 
independent external party is fully operational and facilitates 
the detection and resolution of safety and ethics violations.

three 

independent 
The  Audit  Committee  comprises 
non-executive  directors  and  one  non-executive  director. 
The  Chairman  of  the  Audit  Committee  is  a  Chartered 
Accountant and possesses the requisite expertise in finance, 
accounting and auditing, having experience in internal audit, 
credit  review,  information  technology  and  retail  banking. 
The other two independent non-executive directors on the 
Committee  have  sufficient  financial  acumen  to  discharge 
their  responsibilities  as  members  of  the  Audit  Committee 
effectively,  and  they  bring  a  balance  of  skills  and  expertise, 
particularly in the mining industry, to the Audit Committee. 
The non-executive director on the Committee has extensive 
experience  in  the  field  of  finance  and  investment  and  has 
a  broad  spectrum  of  knowledge  and  experience  and  it 
is  the  view  of  the  Board  that  his  membership  of  the  Audit 
Committee adds depth and additional financial expertise to 
the Audit Committee.

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PRINCIPLE
Chapter 2 – Boards and directors

Status

Summary of how Tharisa applies the King III principles

2.7

The Board should be responsible 
for the governance of risk

Applied

The  Board  has  delegated  responsibility  to  monitor  risk 
activities  of  the  Company  to  the  Risk  Committee  while 
remaining  ultimately  accountable.  The  Risk  Committee 
comprises  the  full  Board.  The  responsibility  of  managing, 
monitoring and mitigating individual risks is assigned to senior 
management.

2.8

2.9

The Board should be responsible 
for  information  technology  (IT) 
governance

The  Board  should  ensure  that 
the  Company  complies  with 
applicable  laws  and  considers 
adherence  to  non-binding  rules, 
codes and standards

2.10 The  Board  should  ensure  that 
there  is  an  effective  risk-based 
internal audit

Applied

The  Board  has  delegated  governance  of  IT  to  the  Audit 
Committee.

Applied

Compliance  with  laws,  standards  and  codes  forms  part  of 
Tharisa’s key business principles.

Applied

The Audit Committee oversees the risk-based internal audit 
and its effectiveness.

2.11 The  Board  should  appreciate 
that  stakeholders’  perceptions 
affect the Company’s reputation

Applied

2.12 The  Board  should  ensure  the 
the  Company’s 

integrity  of 
integrated report

Applied

The Board understands that stakeholder perceptions affect 
the  Company’s  reputation.  Stakeholder  perceptions  are 
closely  managed  through  engagement  on  multiple  levels, 
which  allows  management  to  manage  and  mitigate  any 
potential issues, reducing the likelihood of reputational risk.

The  Company  has  controls  to  ensure  the  integrity  of  the 
Annual  Report.  It  is  reviewed  by  the  finance  team,  Chief 
Finance  Officer,  Chief  Executive  Officer,  the  Joint  Company 
Secretaries, senior management, JSE sponsor, external auditors 
and the Audit Committee to ensure that the information is a 
true reflection of the Group’s activities and complies with all 
requirements, prior to approval by the Board.

2.13 The Board should report on the 
effectiveness  of  the  Company’s 
system of internal controls

Applied

The Board reports on the effectiveness of internal controls 
in the Annual Report. 

2.14 The  Board  and  its  directors 
should act in the best interests of 
the Company

Applied

2.15 The  Board 

should  consider 
business  rescue  proceedings  or 
other  turnaround  mechanisms 
as  soon  as  the  Company  is 
financially distressed as defined

Applied

The Board is aware of its fiduciary duties requiring it to act 
in good faith and in the best interests of the Company. The 
directors exercise objective judgement on the affairs of the 
Company and the Group, independently from management.

The  Board  is  permitted  to  seek  independent  professional 
advice  at  the  Company’s  expense  and  has  unrestricted 
access to any information it may require in connection with 
discharging its duties.

Directors  adhere  to  the  legal  standards  of  conduct. 
Directors’  interests  in  contracts  and  any  other  potential 
conflicts of interest are requested to be disclosed at every 
Board meeting.

The  solvency  and  liquidity  of  the  Company  is  considered 
by  both  the  Audit  Committee  and  the  Board  as  part  of 
the  process  of  finalising  the  interim  and  Annual  Financial 
Statements, and in considering the financial reports at each 
quarterly Board meeting. Turnaround mechanisms would be 
considered by the Board if the need arose. 

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PRINCIPLE
Chapter 2 – Boards and directors

Status

Summary of how Tharisa applies the King III principles

2.16 The  Board 

should  elect  a 
Chairman  of  the  Board  who  is 
an  independent  non-executive 
director.

Not 
applied; 
mitigated

Given  that  the  Chairman  of  the  Board  is  an  Executive 
Chairman,  David  Salter  has  been  appointed  as  Lead 
Independent  Director  in  accordance  with  the  principles  of 
King III.

The  Chief  Executive  Officer  of 
the  Company  should  not  also 
fulfil  the  role  of  Chairman  of 
the Board

Applied

The roles of Chief Executive Officer and Chairman are not 
fulfilled by the same person and there is a clear distinction 
between the roles and responsibilities of the Chairman and 
the Chief Executive Officer, as set out in the Board Charter.

2.17 The  Board  should  appoint  the 
Chief  Executive  Officer  and 
establish  a  framework  for  the 
delegation of authority

Applied

The Board has appointed a Chief Executive Officer who is 
responsible for the day-to-day operational requirements and 
acts within a framework of delegation of authority as set out 
in  the  Board  Charter  and  authorities  framework,  both  of 
which are reviewed on a regular basis.

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 Board and Nomination Committee oversee succession 
planning  of  the  Chief  Executive  Officer  and  other  senior 
executives and officers.

Composition of 
the Board

2.18 The  Board  should  comprise  a 
balance of power, with a majority 
of 
directors. 
The  majority  of  non-executive 
directors should be independent

non-executive 

Board 
appointment 
process

2.19 Directors  should  be  appointed 
through a formal process

Applied

Applied

The Board comprises a majority of non-executive directors, 
the majority of whom are independent. 

The  Nomination  Committee  considers  composition  of 
the  Board,  taking  into  account  the  size,  demographics  and 
diversity of the Board and the knowledge, skills, experience 
and  resources  required  for  conducting  the  business  of  the 
Board.

Directors are appointed through a formal process, outlined 
in  the  Terms  of  Reference  of  the  Nomination  Committee. 
The  Nomination  Committee  is  tasked  with  identifying  and 
evaluating potential candidates for appointment to the Board. 
The authority to appoint directors remains a function of the 
Board and shareholders. The appointment of non-executive 
directors is formalised through letters of appointment.

Director 
development

2.20 The  induction  of  and  ongoing 
training  and  development  of 
directors  should  be  conducted 
through formal processes

Applied

Newly  appointed  directors  are  inducted  in  the  Company’s 
business, Board matters, their duties and other governance 
responsibilities, and the JSE Listings Requirements under the 
guidance of the Joint Company Secretaries. 

Company 
Secretary

2.21 The Board should be assisted by 
a  competent,  suitably  qualified 
experienced  Company 
and 
Secretary

Directors  are  briefed  on  changes  in  risks,  laws  and  the 
business environment on an ongoing basis.

Applied

The  Board  is  assisted  by  competent  Joint  Company 
Secretaries based in Cyprus and South Africa.

The Joint Company Secretaries have a direct communication 
channel  to  all  directors  while  maintaining  an  arm’s  length 
relationship.  The  roles  and  responsibilities  of  the  Joint 
Company  Secretaries  are  set  out  in  the  Board  Charter. 
The  appointment  and  removal  of  the  Joint  Company 
Secretaries is a matter reserved for the Board.

As  required  by  the  JSE  Listings  Requirements,  the  Board 
assesses  the  competence,  qualifications  and  experience 
of  the  Joint  Company  Secretaries  on  an  annual  basis  and 
reports on its findings in the Annual Report.

Tharisa plc Annual Report 2015

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PRINCIPLE
Chapter 2 – Boards and directors

Status

Summary of how Tharisa applies the King III principles

Performance 
assessment

2.22 The  evaluation  of  the  Board,  its 
committees  and  the  individual 
directors  should  be  performed 
every year

Applied

Board committees 2.23 The  Board 

should  delegate 
to  well-
but 
its  own 

committees 

functions 

certain 
structured 
without  abdicating 
responsibilities

Applied

Group Boards

2.24 A governance framework should 
be  agreed  between  the  Group 
and its subsidiary Boards

Remuneration 
of directors and 
senior executives

2.25 Companies  should  remunerate 
directors  and  executives  fairly 
and responsibly

Applied

The Board and its committees conduct annual self-evaluation 
of  the  performance  of  the  Board,  its  committees,  the 
Executive Chairman, Chief Executive Officer, Chief Finance 
Officer, Joint Company Secretaries and individual directors. 
The results of the evaluations are reviewed and considered 
by  the  Nomination  Committee,  the  Board  and  respective 
committees.  The  Lead  Independent  Director,  assisted  by 
the  Joint  Company  Secretaries,  coordinate  the  evaluation 
process.

The Board is assisted in fulfilling its duties by well-structured 
committees, namely the Audit Committee, Risk Committee, 
Remuneration  Committee,  Nomination  Committee 
and  Safety,  Health  and  Environment  Committee.  These 
committees  function  according  to  the  Board  and  JSE 
approved  Terms  of  Reference  in  executing  their  mandates 
and for which the Board remains ultimately responsible.

The  Committees  are  appropriately  constituted  and  the 
Committee Terms of Reference are reviewed on a regular 
basis.  All  committees  are  empowered  to  obtain  such 
external independent advice as may be required to enable 
them to discharge their duties.

The majority of the directors on the Committees are non-
executive and independent.

The  Tharisa  plc  Board  is  the  custodian  of  corporate 
governance within the Group. Reporting between the Group 
and its subsidiary boards is governed by internal policies and 
procedures.

While 
function 
the  boards  of  subsidiary  companies 
independently, the Company exercises its shareholder rights 
to ensure that the Company approves material decisions of 
its subsidiaries and that the Group’s minimum requirements 
internal 
in  respect  of  matters  such  as  governance, 
controls,  financial  management,  information  management, 
sustainability  and  stakeholder  relationships  are  complied 
with. The Company requires decision-making involvement in 
a defined list of matters to ensure that material decisions are 
in the interest of the Group. This includes decisions relating 
to  the  restructuring  of  share  capital  of  Group  companies, 
decisions  to  initiate,  defend  or  settle  legal  claims,  certain 
commercial agreements above a certain contract value, any 
matters  relating  to  the  renewal  or  validity  of  the  Group’s 
mining licences, adoption of changes to long-term incentive 
schemes  and  the  allocations  in  terms  thereof,  large  capital 
expenditures, and mergers, acquisitions and disposals.

The Remuneration Committee ensures the policies around 
the remuneration of executive directors and executives are 
fair  and  effected  responsibly.  The  non-executive  directors’ 
fees  are  determined  by  the  Board.  The  Remuneration 
Committee  and  the  Board  seek  and  consult  remuneration 
surveys  and  industry  benchmarks  when  considering  the 
fairness  and  appropriateness  of  directors’  and  executives’ 
remuneration.

2.26 Companies  should  disclose  the 
remuneration  of  each  individual 
director  and  certain 
senior 
executives

Applied

The  Company  provides  full  disclosure  of  remuneration 
of  executive  and  non-executive  directors,  as  well  as  the 
next  top  three  earners,  as  required  by  the  JSE  Listings 
Requirements and King III.

2.27 Shareholders should approve the 

Applied

Company’s remuneration policy

The  remuneration  policy  is  published  in  the  Remuneration 
Report,  which  forms  part  of  the  Annual  Report,  and  is 
subject  to  a  non-binding  advisory  vote  by  shareholders  at 
the AGM.

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Remuneration report

REMUNERATION COMMITTEE

SHORT-TERM BONUS SCHEME

The composition, role and responsibilities of the Remuneration 
Committee  are  detailed  on  page  36. While  the  Remuneration 
Committee  establishes,  maintains, 
reviews  and  governs 
the  Group’s  remuneration  policy,  it  focuses  mainly  on  the 
remuneration of directors, executives and senior management.

REMUNERATION POLICY

The  Group’s  remuneration  policy  reflects  the  dynamics  of  the 
market and the context in which the Group operates. The policy 
plays a vital role in attracting, motivating and retaining employees, 
management and directors with the necessary skills to effectively 
manage operations and grow the business. The Group regularly 
seeks and uses remuneration survey services. The remuneration 
policy applies to all employees who are permanently employed 
and is not applicable to employees of third-party contractors.

Basic remuneration packages and benefits are set at a competitive 
level  by  benchmarking  prevailing  market  rates  in  the  mining 
industry and are reviewed on an annual basis. The objective is 
to set levels of remuneration for South African employees based 
on  the  50th  percentile  for  mining  companies  in  South  Africa 
and  the  75th  percentile  for  all  companies  nationally  in  South 
Africa. Salaries are reviewed annually, taking into consideration 
the  economic  environment  and  size,  structure  and  financial 
performance  of  the  Group.  The  mining  industry  is,  however,  a 
very competitive market with a scarcity of appropriate skills and 
top-end salary scales are often paid to attract and retain critical 
skills.

Guaranteed  cost  to  company  remuneration  consists  of  a  cash 
component  plus  certain  benefits  which,  depending  on  the 
employing  company,  include  compulsory  membership  of  the 
Group  provident  fund,  which  includes  risk  benefits  such  as 
life, disability, funeral and dread disease cover, and the Group’s 
medical aid scheme. Various allowances are paid at certain job 
levels or to certain job categories.

The  Group  aims  to  create  and  enforce  a  high  performance 
culture  that  motivates  employees  to  achieve  more  than  just 
satisfactory  levels  of  performance  by  differentiating  between 
excellent and mediocre performance. By ensuring that employees 
are recognised and rewarded for their performance in a fair and 
equitable manner, the Group strives to remunerate employees 
equitably according to the value they contribute to the Group.

At the AGM held on 13 March 2014, shareholders approved the 
design  and  implementation  of  the  Tharisa  Share  Award  Plan, 
which serves to reward long term sustained performance, align 
shareholder and executive interests and retain key talent.

Short-term  and  long-term  incentives  are  geared  to  a  number 
of  performance  factors  in  the  business  and  achievement  of 
individual performance. The remuneration philosophy establishes 
accountability by linking total reward to business objectives and 
execution  thereof,  in  a  fair  and  transparent  manner  in  a  bid 
to  find  a  balance  between  shareholder  return  requirements, 
affordability and incentivisation. The three short- and long-term 
incentives aim to address diverse employee needs.

The Group has implemented a short-term bonus scheme for all 
bands of employees, which is calculated at 15% of the respective 
employees’  remuneration  packages  for  on-target  performance. 
The  bonuses  are  not  guaranteed,  but  are  dependent  on 
the achievement of safety standards and are payable only upon 
the achievement of production targets and personal performance 
standards.  The  bonuses  are  payable  annually  in  arrears  for 
executive directors and senior management, quarterly in arrears 
for management and employees graded above Paterson band D3 
and monthly in arrears for employees of bands D3 and below. 

SHARE AWARD PLAN

The  purpose  of  the  Share  Award  Plan  is  to  retain  and 
incentivise  employees  of  the  Group.  The  number  of  awards 
and  the  performance  conditions  attaching  thereto  are  set  by 
the Remuneration Committee.

Under the Share Award Plan the following awards may be made:

•  Conditional  Awards,  which  are  conditional  awards  of 
a  specified  number  of  shares  in  the  Company  (Tharisa 
Shares),  contingent  on  the  achievement  of  performance 
conditions  established  by  the  Remuneration  Committee. 
The vesting periods for these awards are also established by 
the Remuneration Committee; and

•  Appreciation Rights, which are rights to receive such number 
of  Tharisa  Shares  equal  to  the  increase  in  the  market  price 
of such shares on the JSE between the date of grant and the 
date of exercise of the award. The award may be exercised 
between  the  vesting  date  as  set  by  the  Remuneration 
Committee  and  the  fifth  anniversary  of  the  date  of  grant. 
Vesting of Appreciation Rights may also be contingent upon 
the  achievement  of  performance  conditions  set  by  the 
Remuneration Committee.

The purpose of the Conditional Awards and Appreciation Rights 
is to incentivise selected employees within the Group. The aim 
of  the  award  is  to  ensure  the  retention  of  key  skills  together 
with  the  achievement  of  certain  performance  factors  that  are 
required for the ongoing performance and growth of the Group 
and to align management interests with those of shareholders.

The  first  awards  under  the  Share  Award  Plan  were  made  on 
9  April  2014  comprising  both  the  Conditional  Awards  and 
Appreciation  Rights.  These  awards  were  conditional  only 
upon the listing of the Company on the JSE and the participant 
remaining  employed  by  the  Group  at  the  time  of  vesting. 
The first tranche of these awards vested on 19 June 2015 and 
the  Company  issued  1  111  240  ordinary  shares  in  respect  of 
this vesting of the Conditional Awards on 26 June 2015. None 
of the Appreciation Rights have been exercised.

The  second  awards  under  the  Share  Award  Plan  were  made 
on  30  June  2015.  These  awards  are  subject  to  the  following 
performance  conditions,  which  are  measured  at  each  vesting 
date  and  apply  to  that  number  of  shares  that  are  eligible  for 
vesting at that date:

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i 

The  Conditional  Award  and  Appreciation  Right  are 
contingent  on  there  being  no  fatality  at  the  Tharisa  Mine 
in  the  case  of  Tranche  1  between  the  date  of  grant  and 
30  June  2016  (first  12-month  period),  in  the  case  of 
Tranche 2 between 1 July 2016 and 30 June 2017 (second 
12-month  period)  and  in  the  case  of  Tranche  3  between 
1 July 2017 and 30 June 2018 (third 12-month period).

ii. 

Subject to there being no fatality during the vesting periods 
as detailed above:

•  33.34%  of  each  tranche  of  the  Conditional  Award 
and  Appreciation  Right  will  be  subject  to  continuing 
employment  in  good  standing  (as  determined  by  the 
Remuneration  Committee)  during 
the  applicable 
vesting period;

•  33.33%  of  each  tranche  of  the  Conditional  Award  and 
Appreciation  Right  will  be  subject  to  the  production 
of  144  koz  6E  PGM  during  the  first  12-month  period, 
second  12-month  period  or  third  12-month  period, 
respectively.  However  16.67%  of  each  such  tranche  of 
the Conditional Award and Appreciation Right will vest 
(subject to paragraph i above) if the production during 
the  applicable  12-month  period  is  below  144  koz  6E 
PGM  but  above  136.8  koz  6E  PGM.  33.33%  of  each 
tranche of the Conditional Award and appreciation right 
will be forfeited if production in any applicable 12-month 
period falls below 136.8 koz 6E PGM; and

•  33.33%  of  each  tranche  of  the  Conditional  Award  and 
Appreciation Right will be subject to the production of 
1.5 Mt of chrome concentrates comprising metallurgical 
grade, foundry grade and chemical grade within contract 
specifications  during  the  first  12-month  period,  second 
12-month period or third 12-month period, respectively. 
However,  16.67%  of  each  tranche  of  the  Conditional 
Award  and  Appreciation  Right  will  vest  (subject  to 
paragraph i above) if the production during the applicable 
12-month period is below 1.5 Mt of chrome concentrates 
but above 1.425 Mt of chrome concentrates. 33.33% of 
each tranche of the Conditional Award and Appreciates 
Right  will  be  forfeited  if  production  in  any  applicable 
12-month  period  falls  below  1.425  Mt  of  chrome 
concentrates.

The Remuneration Committee will consider further awards on 
an annual basis in terms of the approved Share Award Plan.

GROUP EMPLOYEES COVERED BY COLLECTIVE 
BARGAINING

Some 55% of Tharisa Minerals’ eligible employees are members 
of  the  NUM.  Tharisa  Minerals  has  a  recognition  agreement 
with  the  NUM  which  gives  the  union  full  organisational  rights. 
Accordingly,  all  unionised  employees’  salary  levels,  annual 
increases and allowances are negotiated on a collective basis.

Further information on labour relations can be found on pages 12 
and 20. 

EXECUTIVE DIRECTORS

Each director should be remunerated fairly and the remuneration 
paid  to  each  director  should  take  into  account  the  individual 
director’s  level  of  responsibility,  skills  and  experience.  All 
executive  directors  have  employment  contracts  and  are 
remunerated in accordance with their function and position and 
are not remunerated for their roles as directors.

Executive directors are subject to the Group’s standard  terms 
and  conditions  of  employment  with  notice  periods  being  six 
months.  In  line  with  the  remuneration  guidelines  of  King  III, 
no  executives  have  extended  employment  contracts,  special 
termination benefits or balloon payments linked to any restraint 
of trade.

The  executive  directors  are  eligible  to  participate  in  the 
Share Award Plan.

Reference  is  made  to  a  remuneration  survey  of  key  positions 
such as Chief Executive Officer and Chief Finance Officer when 
determining remuneration levels.

During  the  year  under  review,  no  increases  were  granted  to 
executive directors in view of the difficult economic climate in 
which mining in South Africa is operating. 

RETIREMENT BENEFITS

During  the  year,  the  relevant  South  African  group  companies 
made contributions for all executive directors and employees to 
the Group provident funds. The rate of contribution is between 
3%  and  15%,  of  the  pensionable  salary  of  these  individuals. 
The value of contributions for each executive director appears 
in the summary of directors’ remuneration and benefits below.

44

Tharisa plc Annual Report 2015

Executive directors’ remuneration

All amounts in US$’000

Basic salary

L Pouroulis
P Pouroulis
MG Jones
Other
Top earner A
Top earner B
Top earner C

512
 393
 325

480
307
280

Provident 
fund 
contributions 
and risk 
benefits

Expense 
allowance

Share based 
payments

–
 10
–

–
16
12

–
 24
 59

–
19
50

 28
24
 21

7
19
19

Total 
2015

 540
 451
 405

487
361
361

Total 
2014

580
483
435

480
446
388

Directors’ interests in the Tharisa Share Award Plan 2014

As at 30 September 
2014

As at 30 September 
2015

Conditional Awards 
Director and offer date

Opening 
balance

Value at 
date of 
award 

ZAR Allocated

Value at 
date of 
award 
ZAR

L Pouroulis
9 April 2014
30 June 2015

Total

P Pouroulis
9 April 2014
30 June 2015

Total

M Jones
9 April 2014
30 June 2015

Total

Top earner A
9 April 2014
30 June 2015

Total

Top earner B
9 April 2014
30 June 2015

Total

Top earner C
9 April 2014
30 June 2015

Total

161 052

38.00

161 052

134 210

38.00

134 210

120 789

38.00

120 789

40 050

38.00

40 050

107 368

38.00

107 368

107 368

38.00

107 368

316 770

316 770

263 975

263 975

237 577

237 577

90 495

90 495

211 180

211 180

211 180

211 180

6.44

6.44

6.44

6.44

6.44

6.44

Vesting 
price 
ZAR

Forfeited

Total 
unvested

6.30

105 590

107 368
211 180

105 590

318 548

6.30

6.30

6.30

6.30

6.30

87 992

89 473
175 983

87 992

265 456

79 192

80 526
158 385

79 192

238 911

30 165

26 700
60 330

30 165

87 030

70 393

71 579
140 787

70 393

212 366

70 393

71 579
140 787

70 393

212 366

Vested

53 684
–

53 684

44 737
–

44 737

40 263
–

40 263

13 350
–

13 350

35 789
–

35 789

35 789
–

35 789

Tharisa plc Annual Report 2015

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As at 30 September 
2014

As at 30 September 
2015

Appreciation Rights 
Director and offer date

Opening 
balance

Value at 
date of 
award 

ZAR Allocated

Value at 
date of 
award 
ZAR

Total 
vested 
but not 

Vested Exercised

exercised Forfeited

Total 
unvested

L Pouroulis
9 April 2014
30 June 2015

Total

P Pouroulis
9 April 2014
30 June 2015

Total

M Jones
9 April 2014
30 June 2015

Total

Top earner A
9 April 2014
30 June 2015

Total

Top earner B
9 April 2014
30 June 2015

Total

Top earner C
9 April 2014
30 June 2015

Total

80 526

38.00

158 385

6.44

80 526

158 385

67 105

38.00

131 987

6.44

67 105

131 987

60 394

38.00

118 788

6.44

60 394

118 788

93 450

38.00

211 156

6.44

93 450

211 156 

53 684

38.00

105 590

6.44

53 684

105 590 

53 684

38.00

105 590

6.44

53 684

105 590 

40 263
–

40 263

33 553
–

33 553

30 197
–

30 197

46 725
–

46 725

26 842
–

26 842

26 842
–

26 842

40 263

79 193

40 263
79 192

40 263

79 193

119 455

33 553

65 994

33 552
65 993

33 553

65 994

99 545

30 197

59 394

30 197
59 394

30 197

59 394

89 591

46 725

105 578

46 725
105 578

46 725

105 578

152 303

26 842
–

52 795

26 842
52 795

26 842

52 795

79 637

26 842

52 795

26 842
52 795

26 842

52 795

79 637

NON-EXECUTIVE DIRECTORS’ REMUNERATION

Non-executive  directors  are  entitled  to  receive  fees  for  their  services  as  non-executive  directors  and  for  membership  of  Board 
committees. Non-executive directors’ fees are determined by the Board and are payable quarterly in arrears.

Non-executive directors’ fees for the year under review are set out below.

Following  a  benchmarking  exercise  comparing  the  Company’s  non-executive  directors’  fees  with  those  of  medium  cap  resources 
companies  listed  on  the  JSE  and  taking  into  account  the  rates  of  inflation  in  the  United  Kingdom  and  Cyprus,  the  Board  agreed  to 
maintain the non-executive directors’ fees for the 2016 financial year as follows:

All amounts in US$

Annual fee
Committee Chairman
Committee member

FY2015

42 500
25 000
18 000

FY2016

42 500
25 000
18 000

46

Tharisa plc Annual Report 2015

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-executive directors’ fees for the year under review

All amounts in 
US$ ‘000

Annual 
fee

Audit 
Committee

Risk 
Committee

Nomination
Committee

Safety, 
Health and 
Environ-
ment 
Committee

Remu-
neration 
Committee

Other 
in Group 
companies

JD Salter
A Djakouris
I Drapaniotis
OM Kamal
B Cheng

 43
 43
 43
 43
 32^

 18
 25
 18
 16*
–

–
–
–
–
–

25
 18
–
–
–

18
 25
 18
–
–

25
 18
 18
–
–

 60
–
–
–
–

* Appointed to the Audit Committee on 12 November 2014.
^ Appointed to the Board on 19 December 2014.

 The Risk Committee comprises all members of the Board and does not carry a fee.

Total 
2015

188
 129
 97
 58
 32

Total 
2014

 262
 191
 132
 13
–

Tharisa plc Annual Report 2015

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Directors’ report

The Board of Directors of Tharisa plc (“the Company”) presents 
to  the  members  its  report  together  with  the  condensed 
consolidated  financial  statements  of  the  Company  and  its 
subsidiaries  (together  with  the  Company,  “the  Group”)  for  the 
year ended 30 September 2015.

PRINCIPAL ACTIVITY
The  Company  is  a  Cyprus  incorporated  public  company  with 
a primary listing on the main board of the Johannesburg Stock 
Exchange  The  principal  activity  of  the  Company  is  that  of  an 
investment  holding  company  with  controlling  interests  in 
platinum group metals (“PGM”) and chrome mining, processing 
operations  and  associated  sales  and 
logistics  operations. 
The  Group  operates  the  Tharisa  Mine,  a  co-producing,  open 
pit PGM and chrome mine located in the Bushveld Complex of 
South Africa.

statement  of  profit  and 

FINANCIAL RESULTS
The  results  of  the  Group  are  disclosed  in  the  condensed 
loss  and  other 
consolidated 
comprehensive  income.  The  profit  of  the  Group  for  the 
year  before 
to  US$9.6  million 
tax  amounted 
(2014: US$40.3 million (loss)). The profit for the year amounted 
to  US$6.0  million  (2014:  US$54.9  million  (loss)).  The  Board  of 
Directors recommends that the profit for the year be transferred 
to revenue reserve.

income 

DIVIDENDS
The dividend policy of the Company is to pay a dividend of 10% 
of  consolidated  net  profit  after  tax.  However,  in  view  of  the 
current commodity prices and the impact thereof on the financial 
position  of  the  Group  and  the  matter  dealt  with  in  note  2(c)
(going  concern),  the  Board  of  Directors  does  not  recommend 
the payment of any dividends.

SHARE CAPITAL
The  authorised  share  capital  of  the  Company  comprises 
10  billion  ordinary  shares  of  US$0.001  each  and  1  051 
convertible  redeemable  preference  shares  of  US$1  each. 
At  1  October  2014,  the  issued  and  fully  paid  ordinary  share 
capital  comprised  254  780  646  ordinary  shares.  During  the 
year ended 30 September 2015, the Company issued 1 111 240 
ordinary shares in respect of the vesting of the first tranche of 
the Conditional Awards granted during 2014. At 30 September 
2015, the issued and fully paid ordinary share capital comprised 
255 891 886 ordinary shares and remains unchanged at the date 
of this report.

MAIN RISKS
The  main  financial  risks  faced  by  the  Group  are  disclosed  in 
note [2(c)] (going concern) and 29 of the consolidated financial 
statements (refer to the Company’s website: www.tharisa.com).

FUTURE DEVELOPMENT
The Board of Directors does not anticipate significant changes in 
the operations of the Group in the foreseeable future.

BRANCHES
During the year the Group did not operate any branches.

BOARD OF DIRECTORS
The members of the Company’s Board as at 30 September 2015 
and as at date of this report are:

48

Loucas Christos Pouroulis Executive Chairman
Phoevos Pouroulis
Michael Gifford Jones 
John David Salter 
Ioannis Drapaniotis 
Antonios Djakouris 
Omar Marwan Kamal 
Brian Chi Ming Cheng 
Joanna Ka Ki Cheng 

Chief Executive Officer
Chief Finance Officer
Lead independent non-executive director
Independent non-executive director
Independent non-executive director
Independent non-executive director
Non-executive director
Alternate non-executive director to 
Brian Chi Ming Cheng

JOINT COMPANY SECRETARIES
Lysandros Lysandrides and Sanet de Witt serve as Joint Company 
Secretaries.  The  Board  of  Directors  formally  assessed  and 
considered  the  performance  and  qualifications  of  the  Company 
Secretaries and is satisfied that they are competent, suitably qualified 
and experienced. They are not directors of the Company, nor are 
they related or connected to any of the directors and the Board of 
Directors is satisfied that they maintain an arm’s length relationship 
with the board of directors. Their contact details are as follows:

Lysandros Lysandrides 
26 Vyronos Avenue
1096, Nicosia
Cyprus

Sanet de Witt
Eland House, The Braes
3 Eaton Avenue
Bryanston, 2191
South Africa

EVENTS AFTER THE REPORTING PERIOD
Subsequent to the financial year end, Tharisa Minerals terminated 
the services of a mining contractor based on non-performance 
and  instituted  proceedings  to  recover  damages  arising  from 
the  non-performance.  The  contractor  has,  as  a  consequence 
of the termination of the contract, instituted legal proceedings 
against the subsidiary claiming unlawful dispossession of the mine 
or  alternatively  those  parts  of  the  mine  which  it  was  working 
at  the  time  of  termination.  The  Board  of  Directors  of  Tharisa 
Minerals has taken legal advice and, based on the advice received, 
is  of  the  view  that  the  mining  contractor’s  case  has  no  merit 
and Tharisa  Minerals  will  defend  itself  against  any  action  taken 
against it.

The terms of the senior debt facility require the completion of 
technical  tests  by  28  November  2015.  The  tests  commenced 
on  1  August  2015.  As  a  consequence  of  certain  stoppages 
as  instructed  by  the  South  African  Department  of  Mineral 
Resources in terms of the Mine Health and Safety Act, Tharisa 
Minerals  was  not  in  a  position  to  complete  the  technical  tests 
and the tests were halted on 28 October 2015. The senior debt 
providers have extended the date by which the technical tests 
need to be completed to 28 November 2016.

Other than the matters referred to above, the Board of Directors 
is not aware of any matter or circumstance arising since the end 
of the financial year that will impact these results.

INDEPENDENT AUDITORS
The independent auditors, KPMG Limited, have expressed their 
willingness  to  continue  in  office  and  a  resolution  fixing  their 
remuneration will be submitted at the Annual General Meeting.

On behalf of the Board of Directors

Phoevos Pouroulis 

7 December 2015

Michael Gifford Jones

Tharisa plc Annual Report 2015

 
Report of the Audit Committee

The  Audit  Committee  met  four  times  during  the  year  under 
review and discharged its responsibilities in terms of the approved 
terms of reference, inter alia:

•  Evaluated the independence, effectiveness and performance 

of the internal auditors

•  Nominated  PricewaterhouseCoopers  for  reappointment  as 

FINANCIAL STATEMENTS

internal auditors.

•  Reviewed  financial  reports,  including  the  interim  financial 

CHIEF FINANCE OFFICER 

statements and Annual Financial Statements

•  Reviewed the accounting policies and procedures adopted by 
the Group and ensured that financial statements were prepared 
based  on  appropriate  accounting  policies  and  in  accordance 
with  IFRS,  the  Cyprus  Companies  Law  and  the  JSE  Listings 
Requirements

•  Considered the going concern as the basis of preparation of 

the interim and Annual Financial Statements.

EXTERNAL AUDITOR

•  Considered and approved the terms of engagement, scope of 

the external audit and audit fees

•  Reviewed audit findings and management’s response thereto

•  Monitored the extent of cooperation between external and 

internal auditors

•  Considered the nature and extent of the non-audit services 
that  may  be  provided  by  the  external  auditors  and  pre-
approved  the  provision  of  non-audit  services  on  the  basis 
that  the  provision  of  these  services  does  not  affect  the 
independence of the external auditor

•  Discussed with the external auditors their opinion of the level 
of  ethical  conduct  of  the  Group,  its  executives  and  senior 
managers

•  Reviewed  the  performance,  qualifications  and  expertise  of 
Michael Jones, the Chief Finance Officer, and is satisfied as to 
his suitability to act as Chief Finance Officer of the Company 
and the Group.

OTHER

•  Considered 

the  adequacy  of 

risk 
management  systems  and  information  technology  risks 
relating to financial reporting

financial  controls, 

•  Confirmed  the  adequacy  of  the  Group’s  whistleblowing 
arrangements  and  policies  and  procedures  for  preventing 
corrupt behaviour and detecting fraud and bribery

•  Conducted  a  self-evaluation  to  establish  whether  the  Audit 
Committee  operated  effectively  and  identified  areas  for 
improvement.

The Chairman of the Audit Committee reported to the Board 
after each meeting of the Audit Committee. 

On  recommendation  of  the  Audit  Committee,  the  Board 
approved:

•  The  Annual  Financial  Statements  for  the  year  ended 

30 September 2015

•  The Annual Report for the year ended 30 September 2015, 

•  Held separate meetings with management and the external 

and

auditors

•  The  Notice  of  the  Annual  General  Meeting  to  be  held  on 

25 February 2016.

For more information on the composition and responsibilities of 
the Audit Committee, please refer to page 35.

A Djakouris
Chairman of the Audit Committee

7 December 2015

•  Reiterated the external auditors’ right to direct access to the 
chairman  of  the  Audit  Committee  and  the  chairman  of  the 
Board

•  Evaluated the independence, effectiveness and performance 

of the external auditors

•  Nominated KPMG for reappointment as external auditors.

INTERNAL AUDIT

•  Reviewed  the  effectiveness  and  adequacy  of  the  internal 

control systems

•  Considered and approved the terms of engagement, scope of 

the internal audit and audit fees

•  Received and considered reports from the internal auditors 

•  Monitored the status of implementation by management of 

recommendations on identified control weaknesses 

•  Discussed with the internal auditors their opinion of the level 
of  ethical  conduct  of  the  Group,  its  executives  and  senior 
managers

•  Reiterated  the  internal  auditors’  right  to  direct  access  to 
the  chairman  of  the  Audit  Committee  and  the  chairman  of 
the Board

Tharisa plc Annual Report 2015

49

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I

S
H
A
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E
H
O
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R

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Condensed connssoolliiddaatteedd ffinancial statements
Condensed consolidated financial statements

PREPARATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
PREPARATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER 
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER 
COMPREHENSIVE INCOME  
COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY  
CONSOLIDATED STATEMENT OF CHCHANA GEGES S ININ EEQUQUITITYY

CONSOLIDATED SSTATET MEMENTNT OOF F CACASHSH FFLOLOWSWS 
CONSOLIDATED STATEMENT OF CASH FLOWS 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 
NONOTETES S TOTO TTHEHE CCONONDEDENSNSEDED CONSOLIDATED FINANCIAL STATEMENTS

51
51

52
52

5353
53

5454
54

56
56

57
57

Full audited financial statements and audit report 
are available online at www.tharisa.com

50

Tharisa plc Annual Report 2015

Preparation 
of condensed 
consolidated financial 
statements

The  condensed  consolidated  financial  statements 
for  the  year  ended  30  September  2015  have  been 
extracted  from  the  audited  financial  statements  of 
the Group, but have not been audited. The auditor’s 
report  on  the  audited  financial  statements  does  not 
report  on  all  of  the  information  contained  herein. 
Shareholders  are  therefore  advised  that  in  order  to 
obtain  a  full  understanding  of  the  financial  position 
and results of the Group, these condensed statements 
should be read together with the full audited financial 
statements and full audit report.

These condensed statements and the audited financial 
statements, together with the audit report, are available 
on  the  Company’s  website,  www.tharisa.com  and  are 
available for inspection at the registered office of the 
Company.

The directors take full responsibility for the preparation 
of this report and the correct extraction of the financial 
information from the underlying financial statements.

While the consolidated financial statements have been 
reported on without qualification by KPMG Limited, 
an emphasis of matter paragraph is contained within 
the  audit  report  drawing  shareholders’  attention  to 
the disclosure on “going concern”, which is set out in 
note 2 to these condensed results.

The  preparation  of  these  condensed  results  was 
supervised by the Chief Finance Officer, Michael Jones, 
a Chartered Accountant (SA).

The  consolidated  Annual  Financial  Statements  have 
been approved by the Board on 3 December 2015.

Tharisa plc Annual Report 2015

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Consolidated statement of profit or loss and other 
comprehensive income 
for the year ended 30 September 2015

Notes

30 Sep 2015 
US$’000

30 Sep 2014 
US$’000

Revenue
Cost of sales
Gross profit
Other income
Administrative expenses
Results from operating activities
Finance income
Finance costs
Changes in fair value of financial assets at fair value through profit or loss
Changes in fair value of financial liabilities at fair value through profit or loss
Net finance costs
Profit/(loss) before tax 
Tax 

Profit/(loss) for the year
Other comprehensive income
Items that may be classified subsequently to profit or loss:
Foreign currency translation differences for foreign operations, net of tax
Other comprehensive income, net of tax

Total comprehensive income for the year
Profit/(loss) for the year attributable to:
Owners of the Company
Non-controlling interests

Total comprehensive income for the year attributable to:
Owners of the Company
Non-controlling interests

Basic and diluted earnings per share (US$ cents)
Headline and diluted headline earnings per share (US$ cents)

The notes on pages 57 to 64 are an integral part of these financial statements.

4
4

5

6

7
7

246 782 
(203 692)
43 090 
42 
(24 777)
18 355 
1 185 
(11 855)
(25)
1 972 
(8 723)
9 632 
(3 617)

6 015 

(39 399)
(39 399)

(33 384)

4 623 
1 392 

6 015 

(24 721)
(8 663)

(33 384)
2 
2 

240 731 
(208 119)
32 612 
149 
(26 908)
5 853 
897 
(13 996)
(659)
(32 420)
(46 178)
(40 325)
(14 548)

(54 873)

(21 162)
(21 162)

(76 035)

(48 997)
(5 876)

(54 873)

(66 188)
(9 847)

(76 035)
(20)
(20)

52

Tharisa plc Annual Report 2015

Consolidated statement of financial position
as at 30 September 2015

Note

30 Sep 2015
US$’000 

30 Sep 2014
US$’000 

Assets
Property, plant and equipment
Goodwill
Other financial assets
Long term deposits
Deferred tax assets
Non current assets
Inventories
Trade and other receivables
Other financial assets
Current taxation
Cash and cash equivalents

Current assets

Total assets
Equity
Share capital
Share premium
Other reserve
Foreign currency translation reserve
Revenue reserve
Equity attributable to owners of the Company
Non-controlling interests

Total equity
Liabilities
Provisions
Borrowings
Deferred tax liabilities
Non current liabilities
Borrowings 
Other financial liabilities
Current taxation
Trade and other payables

Current liabilities

Total liabilities

Total equity and liabilities

8

9
10

11

12

13
13
13
13
13

13

14
10

14

214 518 
919 
1 636 
10 656 
1 954 
229 683 
8 951 
37 979 
55 
144 
24 265 

71 394 

301 077 

256 
452 512 
47 245 
(76 705)
(206 566)
216 742 
(37 794)

178 948 

4 088 
36 329 
13 
40 430 
33 692 
388 
98 
47 521 

81 699 

122 129 

301 077 

253 356 
1 211 
5 008 
14 479 
5 970 
280 024 
14 567 
32 515 
442 
3 
19 629 

67 156 

347 180 

255 
452 363 
47 245 
(47 361)
(216 596)
235 906 
(26 052)

209 854 

4 452 
64 223 
20 
68 695 
30 986 
– 
421 
37 224 

68 631 

137 326 

347 180 

The consolidated financial statements were authorised for issue by the board of directors on 3 December 2015.

P Pouroulis
Director
The notes on pages 57 to 64 are an integral part of these financial statements.

MG Jones
Director

Tharisa plc Annual Report 2015

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A
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O
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Consolidated statement of changes in equity
for the year ended 30 September 2015

Balance at 1 October 2013
Total comprehensive income for the year
Loss for the year
Other comprehensive income:
Foreign currency translation differences

Total comprehensive income for the year
Transactions with owners of the Company
Share issue expenses
Equity-settled share based payments
Issue of ordinary shares for cash
Issue of ordinary shares to employees resulting from share grants
Issue of ordinary shares from bonus issue
Issue of ordinary shares from conversion of redeemable convertible preference shares

Contribution by owners of the Company

Total transactions with owners of the Company

Balance at 1 October 2014
Total comprehensive income for the year
Profit for the year
Other comprehensive income:
Foreign currency translation differences

Total comprehensive income for the year
Transactions with owners of the Company
Reclassification of non-controlling interest
Equity-settled share based payments
Issue of ordinary shares

Contributions by owners of the Company

Total transactions with owners of the Company

Balance at 30 September 2015

The notes on pages 57 to 64 are an integral part of these financial statements.

Attributable to owners of the Company

Share 
capital
US$’000

6 

–

– 

– 

– 
– 
13 
– 
154 
82 

249 

249 

255 

– 

– 

– 

– 
– 
1 

1 

1 

Share 
premium
US$’000

113 342 

– 

– 

–

(1 416)
– 
47 847 
115 
(154)
292 629 

339 021 

339 021 

452 363 

– 

– 

– 

– 
– 
149 

149 

149 

256 

452 512 

54

Tharisa plc Annual Report 2015

Attributable to owners of the Company

Other
reserve
US$’000

47 245 

Foreign
currency 
translation 
reserve
US$’000

(30 170)

Revenue
reserve
US$’000

(167 859)

Total
US$’000

(37 436)

Non-
controlling 
interests
US$’000

(16 205)

Total
equity
US$’000

(53 641)

– 

(48 997)

(48 997)

(5 876)

(54 873)

(17 191)

(17 191)

– 

(48 997)

– 
– 
– 
– 
– 
– 

– 

– 

– 
260 
– 
– 
– 
– 

260 

260 

(17 191)

(66 188)

(1 416)
260 
47 860 
115 
– 
292 711 

339 530 

339 530 

235 906 

(3 971)

(9 847)

– 
– 
– 
– 
– 
– 

– 

– 

(26 052)

(21 162)

(76 035)

(1 416)
260 
47 860 
115 
– 
292 711 

339 530 

339 530 

209 854 

47 245 

(47 361)

(216 596)

– 

– 

–

– 
– 
– 
– 
– 
– 

– 

– 

– 

– 

– 

– 
– 
– 

– 

– 

– 

(29 344)

(29 344)

– 
– 
– 

– 

– 

4 623 

– 

4 623 

3 079 
2 317 
11 

5 407 

5 407 

4 623 

1 392 

6 015 

(29 344)

(24 721)

3 079 
2 317 
161 

5 557 

5 557 

(10 055)

(8 663)

(3 079)
– 
– 

(3 079)

(3 079)

(39 399)

(33 384)

– 
2 317 
161

2 478 

2 478 

47 245 

(76 705)

(206 566)

216 742 

(37 794)

178 948 

Tharisa plc Annual Report 2015

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Consolidated statement of cash flows
for the year ended 30 September 2015

Cash flows from operating activities
Profit/(loss) for the year

Adjustments for:
Depreciation of property, plant and equipment
Write off of property, plant and equipment
Impairment losses on property, plant and equipment
Impairment losses on goodwill
Impairment losses on inventory
Impairment losses on other financial assets
Changes in fair value of financial liabilities at fair value through profit and loss
Changes in fair value of financial assets at fair value through profit and loss
Interest income
Interest expense
Tax
Equity-settled share based payments

Changes in:
Inventories
Trade and other receivables
Trade and other payables
Provisions
Cash from operations
Income tax paid
Net cash flows from operating activities
Cash flows from investing activities
Interest received
Additions to property, plant and equipment 
Proceeds from disposal of property, plant and equipment
Refunds of/(additions to) other financial assets
Net cash flows used in investing activities
Cash flows from financing activities
Proceeds from issue of ordinary shares
Refund/(establishment) of long term deposits
Proceeds from/(repayment of) bank credit and other facility borrowings
Net proceeds from obligations under new loan
Repayment of secured bank borrowings and loan to third party
Interest paid
Redemption of Class B preference shares
Share issue expenses capitalised to share premium
Net cash flows used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of exchange rate fluctuations on cash held

Cash and cash equivalents at the end of the year
The notes on pages 57 to 64 are an integral part of these financial statements.

30 Sep 2015
US$’000

30 Sep 2014
US$’000

6 015 

(54 873)

10 256 
– 
3 
63 
217 
27 
(1 972) 
25
(777)
11 754 
3 617 
3 157 
32 385 

5 811 
(5 464)
10 296 
(777)
42 251 
(847)
41 404 

669 
(24 591)
3 
2 702 
(21 217)

– 
2 367 
7 523 
146 
(27 267)
(1 134)
– 
– 
(18 365)
1 822 
19 629 
2 814 

24 265 

10 764 
25 
– 
72 
1 195 
– 
32 420 
659 
(897)
13 400 
14 548 
389 
17 702 

8 144 
(3 392)
996 
(152)
23 298 
(942)
22 356 

699 
(24 289)
37 
(1 606)
(25 159)

47 860 
(6 771)
(2 835)
– 
(30 989)
(349)
(6 818)
(1 416)
(1 318)
(4 121)
28 017 
(4 267)

19 629 

56

Tharisa plc Annual Report 2015

Notes to the condensed consolidated financial statements

1.  REPORTING ENTITY

c  Going concern basis

Tharisa plc (“the Company”) is a company domiciled in Cyprus. 
These  condensed  consolidated  financial  statements  of  the 
Company  for  the  year  ended  30  September  2015  comprise 
the Company and its subsidiaries (together referred to as “the 
Group”). The  Group  is  primarily  involved  in  platinum  group 
metals (“PGM”) and chrome mining, processing, trading and the 
associated logistics.

2.  BASIS OF PREPARATION

a  Statement of compliance

These  condensed  consolidated  financial  statements  have 
been  prepared  in  accordance  with  International  Financial 
Reporting  Standards  (“IFRS”),  International  Accounting 
Standards,  IAS  34  Interim  Financial  Reporting,  the  Listings 
Requirements of the Johannesburg Stock Exchange and the 
Cyprus  Companies  Law,  Cap.  113.  Selected  explanatory 
notes are included to explain events and transactions that 
are significant to an understanding of the changes in financial 
position  and  performance  of  the  Group  since  the  last 
consolidated financial statements as at and for the year ended 
30  September  2014.  These  condensed  consolidated 
financial  statements  do  not  include  all  the  information 
required for full consolidated financial statements prepared 
in accordance with IFRS.

These condensed consolidated financial statements were 
approved by the Board of Directors on 3 December 2015.

b  Use of estimates and judgements

the 

condensed 

consolidated 

Preparing 
financial 
statements  requires  management  to  make  judgements, 
estimates  and  assumptions  that  affect  the  application  of 
accounting  policies  and  the  reported  amounts  of  assets 
and  liabilities,  income  and  expenses.  Actual  results  may 
differ from these estimates.

In  preparing  these  condensed  consolidated  financial 
statements, significant judgements made by management 
in  applying  the  Group’s  accounting  policies  and  the  key 
sources of estimation uncertainty were the same as those 
applied to the consolidated financial statements as at and 
for the year ended 30 September 2014.

Notwithstanding  that  the  Group  made  a  profit  for 
the  year  ended  30  September  2015  of  US$6.0  million 
(2014:  US$54.9  million  (loss))  as  at  that  date  its  current 
liabilities  exceeded  its  current  assets  by  US$10.3  million 
(2014: US$1.5 million).

Based on the commodity prices prevailing at the financial 
year end, the short term cash flow forecasts of the Group 
reflect a positive cash flow position sufficient to meet the 
operational cash flows, the approved capital expenditure 
and  the  debt  repayments.  However,  subsequent  to  the 
financial  year  end,  global  commodity  prices  weakened 
significantly  and  the  weakening  of  the  South  African 
Rand  against  the  US$  has  been  insufficient  to  off-set 
the  weakened  commodity  prices.  Based  on  current 
commodity spot prices and US$ exchange rate, the short 
term cash flow forecasts reflect a shortfall in cash. Should 
the current depressed commodity prices persist beyond 
the  near  term  and/or  should  forecast  production  not 
be  achieved,  the  Group  will  need  to  source  additional 
cash  to  fund  its  operations.  The  operations  are,  in 
part,  funded  through  chrome  pre-pay  transactions  and 
it  is  the  intention  of  the  Group  to  continue  with  these 
arrangements. In addition, the Group may secure a further 
working capital facility or the Company may undertake a 
placement  of  shares  to  provide  this  funding  should  this 
be required. In addition, the Group is reviewing its cost 
structure in order to reduce operating costs.

The  financial  statements  continue  to  be  prepared  on 
the going concern basis. In the event that the weakened 
commodity  prices  persist,  forecast  production  is  not 
achieved and the Group is unable to raise further funding, 
a material uncertainty will exist which may cast significant 
doubt on the ability of the Group to continue as a going 
concern and, therefore, it may be unable to realise its assets 
and settle its liabilities in the normal course of business.

d  New and revised International Financial Reporting 

Standards and Interpretations

As from 1 October 2014, the Group adopted all changes 
to IFRS, which are relevant to its operations. The adoption 
did  not  have  a  material  effect  on  the  accounting  policies 
of the Group.

The  following  Standards,  Amendments  to  Standards 
and  Interpretations  have  been  issued  but  are  not  yet 
effective for annual periods beginning on 1 October 2014. 
The Board of Directors is currently evaluating the impact 
of these on the Group.

Tharisa plc Annual Report 2015

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2.  BASIS OF PREPARATION (CONTINUED)

Standards and Interpretations
•  IAS  1  (Amendments)  Disclosure  Initiative  (effective  for 
annual periods beginning on or after 1 January 2016). 
•  IAS 27 (Amendments) Equity method in Separate Financial 
Statements  (effective  for  annual  periods  beginning  on  or 
after 1 January 2016).

•  IFRS 9 Financial Instruments (effective the latest as from the 
commencement date of the first annual period beginning 
on or after 1 January 2018).

•  IFRS  10,  IFRS  12,  and  IAS  28  (Amendments)  Investment 
Entities: Applying the Consolidation Exception (effective for 
annual periods beginning on or after 1 January 2016).

•  IFRS 14 Regulatory Deferral Accounts (effective the latest as 
from the commencement date of the first annual period 
beginning on or after 1 January 2016).

•  IFRS  15  Revenue  from  Contracts  with  Customers  (effective 
for annual periods beginning on or after 1 January 2018).

•  Annual Improvements to IFRSs 2012 – 2014 Cycle (effective 
the  latest  as  from  the  commencement  date  of  the  first 
annual period beginning on or after 1 January 2016).

•  IAS  10  and  IAS  28  (Amendments)  Sale  or  Contribution 
of  Assets  between  an  Investor  and  its  Associate  or  Joint 
Venture (effective for annual periods beginning on or after 
1 January 2016).

•  IAS 16 and IAS 41 (Amendments) Bearer Plants (effective 
for annual periods beginning on or after 1 January 2016).

3.  SIGNIFICANT ACCOUNTING POLICIES

The  accounting  policies  applied  by  the  Group  in  these 
condensed  consolidated  financial  statements  are  the  same  as 
those applied by the Group in its audited consolidated financial 
statements as at and for the year ended 30 September 2014. 

58

Tharisa plc Annual Report 2015

4. OPERATING SEGMENTS

Segmental performance is measured based on segment revenue, cost of sales and gross profit or loss, as included in the internal 
management reports that are reviewed by the Group’s management.

30 September 2015

Revenue
Cost of sales
Cost of sales excluding selling costs
Selling costs

Gross profit

30 September 2014
Revenue
Cost of sales
Cost of sales excluding selling costs
Selling costs

Gross profit

PGM
US$’000

83 053 

(63 674)
(193)

(63 867)

19 186 

70 365 

(53 347)
(138)

(53 485)

16 880 

Chrome
US$’000

163 729 

(80 834)
(58 991)

(139 825)

23 904 

Total
US$’000

246 782 

(144 508)
(59 184)

(203 692)

43 090 

170 366 

240 731 

(91 893)
(62 741)

(154 634)

15 732 

(145 240)
(62 879)

(208 119)

32 612 

S
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E
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The overhead costs relating to the manufacturing of the PGM and the chrome concentrates are allocated to the relevant products 
based on the relative sales value per product. The allocated percentage for PGM concentrate and chrome concentrates accounted 
for  this  financial  year  is  50%  for  each  segment.  The  allocated  percentage  for  PGM  concentrate  and  chrome  concentrates 
accounted for in the previous financial year was 40% and 60% respectively. 

Geographical information
The following table sets out information about the geographical location of the Group’s (i) revenue from external customers, and 
(ii) property, plant and equipment and goodwill (“specified non-current assets”). The geographical location analysis of revenue 
from external customers is based on the country of establishment of each customer. The geographical location of the specified 
non-current assets is based on the physical location of the asset in the case of property, plant and equipment and the location 
of the operation to which they are allocated in the case of goodwill.

Revenue from external customers
China
South Africa
Singapore
Hong Kong
South Korea
Other countries

30 Sep 2015
US$’000

30 Sep 2014
US$’000

65 432
95 038
7 927
55 175
10 673
12 537

246 782

71 136
94 187
27 220
37 653
–
10 535

240 731

Revenue represents the sales value of goods supplied to customers, net of value-added tax. The Group had one customer with 
whom transactions have individually exceeded 10% of the Group’s revenues. Revenue from the largest customer of the Group 
represented  approximately  US$82.9  million  and  US$70.2  million  for  each  of  the  financial  years  ended  30  September  2015  and 
30 September 2014 respectively and relates to revenues of the PGM segment. Revenue from the second largest customer of the 
Group represented approximately US$15.1 million and US$24.5 million for each of the financial years ended 30 September 2015 
and 30 September 2014 respectively and relates to revenues of the chrome segment.

Specified non-current assets
South Africa
Cyprus
China

Tharisa plc Annual Report 2015

30 Sep 2015
US$’000

30 Sep 2014
US$’000

215 430
5
2

215 437

254 547
14
6

254 567

59

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5. ADMINISTRATIVE EXPENSES

Directors and staff costs
Non-executive directors
Executive directors
Other key management
Group employees

Audit
Consulting
Corporate social investment
Depreciation
Discount facility and related fees
Equity-settled share based expense
Fees for the professional services of the listing
Health and safety
Impairment losses on property, plant and equipment
Insurance
Legal and professional
Rent and utilities
Security
Telecommunications and IT related
Training
Travelling and accommodation
Sundry expenses

30 Sep 2015
US$’000

30 Sep 2014
US$’000

504
1 396
1 000
9 114
12 014
488
2 207
309
255
366
3 157
–
167
3
856
414
867
608
581
420
580
1 485

24 777

598
1 498
1 135
10 980
14 211
505
1 157
475
365
85
389
2 610
43
–
623
488
1 624
698
617
116
767
2 135

26 908

During the year ended 30 September 2015, the Group realised a net gain on disposal of US$376 (2014: US$ Nil) of property, 
plant and equipment.

6. TAX

Corporate income tax for the year
Cyprus
South Africa
Special contribution for defence in Cyprus for the year
Deferred tax
Origination and reversal of temporary differences 

Tax charge

30 Sep 2015
US$’000

30 Sep 2014
US$’000

240
143
3

3 231

3 617

765
300
1

13 482

14 548

60

Tharisa plc Annual Report 2015

7. EARNINGS PER SHARE

i.  Basic and diluted earnings per share
The calculation of basic and diluted earnings per share was based on the profit/(loss) attributable to the ordinary shareholders of 
the Company and the weighted average number of ordinary shares outstanding.

Profit/(loss) for the year attributable to ordinary shareholders
Weighted average number of ordinary shares at 30 September (’000)
Basic and diluted earnings per share (US$ cents)

30 Sep 2015
US$’000

30 Sep 2014
US$’000

4 623 
255 076
2

(48 997)
247 879
(20)

At 30 September 2014, for the purposes of calculating basic and diluted earnings per share, the weighted average number of 
ordinary  shares  used  in  the  above  calculations  reflects  the  effect  of  the  bonus  issue  and  the  conversion  of  the  redeemable 
convertible preference shares as if it had occurred at the beginning of the earliest period presented.

At 30 September 2015, LTIP and SARS awards were excluded from the diluted weighted average number of ordinary shares 
calculation because their effect would have been anti-dilutive. The average market value of the Company’s shares for the purpose 
of calculating the potential dilutive effect of SARS was based on quoted market prices for the year during which the options were 
outstanding.

ii.  Headline and diluted headline earnings per share

Headline earnings for the year attributable to ordinary shareholders
Weighted average number of ordinary shares at 30 September (’000)
Basic and diluted headline earnings per share (US$ cents)
Reconciliation of profit/loss to headline earnings
Profit/(loss) attributable to ordinary shareholders of the Company
Adjustments:
Impairment losses on goodwill
Impairment losses on property, plant and equipment
Headline earnings

30 Sep 2015
US$’000
4 688
255 076
2

4 623

63
2
4 688

30 Sep 2014
US$’000
(48 925)
247 879
(20)

(48 997)

72
–
(48 925)

Tharisa plc Annual Report 2015

61

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8. PROPERTY, PLANT AND EQUIPMENT

Total cost
Total accumulated depreciation
Net book value
Reconciliation of net book value
Opening net book value
Additions
Net disposals
Depreciation
Exchange adjustment on translation
Closing net book value

30 Sep 2015
US$’000

30 Sep 2014
US$’000

243 931
(29 413)
214 518

253 356 
24 591 
(7)
(10 256)
(53 166)
214 518 

278 838
(25 482)
253 356

269 130 
24 289 
(36)
(10 764)
(29 263)
253 356 

Capital commitments
At 30 September 2015 the Group’s capital commitments for contracts to purchase property, plant and equipment amounted to 
US$1.4 million (30 September 2014: US$4.4 million).

Securities
At 30 September 2015 an amount of US$196.4 million (30 September 2014: US$228.4 million) of the carrying amount of the 
Group’s tangible property, plant and equipment was pledged as security against secured bank borrowings.

9.

LONG TERM DEPOSITS 
Restricted cash

30 Sep 2015
US$’000

30 Sep 2014
US$’000

10 656 

14 479

The restricted cash is designated as a “debt service reserve account” as required by the terms of the secured bank borrowings.

10. DEFERRED TAX

In  the  prior  year,  the  Group  derecognised  a  portion  of  the  deferred  tax  asset  relating  to  exchange  losses  on  the  intergroup 
preference  share  funding  arrangements  due  to  the  cash  flow  projections  in  the  prior  year  which  indicated  that  the  earliest 
redemption  date  of  the  preference  shares  was  unlikely  to  be  in  the  near  term.  The  determination  of  the  deductibility  of  the 
exchange losses on the preference shares will only be finally determined on the redemption of the preference shares and in the 
light of this uncertainty, management have decided to treat these differences as non deductible until such time as the preference 
share liability is settled and the final determination on the deductibility of the realised losses at that date have been determined.

In assessing the recoverability of the deferred tax recognised, management is satisfied that the subsidiary in South Africa that 
substantially all the deferred tax assets relate to, will generate sufficient taxable income against which the recognised deferred tax 
asset on the tax losses and deductive temporary differences can be utilised.

11.

INVENTORIES
Finished products
Ore stockpile
Work in progress
Consumables

30 Sep 2015
US$’000

30 Sep 2014
US$’000

4 283 
1 257
195
3 216 

8 951 

6 891 
1 517
3 011
3 148 

14 567 

During the year, a provision for obsolescence of US$0.1 million (2014: US$ Nil) was recognised as an expense and an amount of 
US$0.1 million (2014: US$1.2 million), which represents the net realisable value write down for the period included in cost sales. For 
the year ended 30 September 2015, inventories of US$0.1 million were written down to net realisable value (2014: US$2.9 million).

Inventories have a general notarial bond in favour of the lenders of the secured bank borrowings.

62

Tharisa plc Annual Report 2015

12. CASH AND CASH EQUIVALENTS

Bank balances
Call deposits

30 Sep 2015
US$’000

30 Sep 2014
US$’000

24 005 
260 

24 265 

19 370 
259 

19 629 

US$4.4 million (30 September 2014: US$4.8 million) was provided as security for certain credit facilities and bank guarantees of 
the Group.

13. SHARE CAPITAL AND RESERVES

During the year ended 30 September 2015, 1 111 240 ordinary shares were issued and allotted in terms of the Group’s share award 
scheme for 2014 which was the vesting of the first tranche of the Conditional Awards granted on 9 April 2014.

The  issued  and  fully  paid  share  capital  of  the  Company  at  30  September  2015  consisted  of  255  891  886  ordinary  shares  of 
US$0.001 each (30 September 2014: 254 780 646 ordinary shares of US$0.001 each).

During the year ended 30 September 2015, the Company reassessed its interpretation and application of IFRS10: Consolidated 
Financial Statements. Consequently the treatment of the intergroup funding transactions on a consolidated level and the impact 
of these transactions on the non-controlling interests were reconsidered. This resulted in a reclassification from non-controlling 
interest to the revenue reserve.

S
T
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E
M
E
N
T

14. BORROWINGS
Non-current
Secured bank borrowing
Other borrowings

Current
Secured bank borrowing
Other borrowings

30 Sep 2015
US$’000

30 Sep 2014
US$’000

36 329 
–
36 329 

14 346 
19 346 

33 692 

63 333 
890 
64 223 

17 899 
13 087 

30 986 

During the year the Group settled a loan payable to a third party in full and obtained a new loan to the amount of ZAR13.3 million. 
Except for the above, there have been no changes in the terms, securities and financial covenants of the above borrowing facilities 
during the year ended 30 September 2015.

15. FINANCIAL INSTRUMENTS

Financial assets – carrying amount
Loans and receivables
Financial instruments at fair value through profit and loss

Financial liabilities – carrying amount
Financial liabilities at amortised cost:
Borrowings
Trade payables and commitments
Discount facility
Income received in advance
Other payables

30 Sep 2015
US$’000

30 Sep 2014
US$’000

34 351 
1 691 

36 042 

70 021 
31 915 
388 
8 348 
5 679 

27 734 
5 450 

33 184 

95 209 
25 998 
– 
3 409 
5 899 

The Board of Directors considers that the fair values of financial assets and liabilities approximate their carrying values at each 
reporting date.

116 351 

130 515 

Tharisa plc Annual Report 2015

63

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16. RELATED PARTY TRANSACTIONS
Key management compensation
Non-executive directors’ remuneration
Executive directors’ remuneration
Other key management remuneration

17. COMPARATIVE FIGURES

The Group made certain reclassifications to the comparative period:
Consolidated statement of profit or loss and other comprehensive income:
Cost of sales
Administrative expenses
Consolidated statement of financial position: Trade and other payables
Trade payables – third parties
Income received in advance

18. CONTINGENT LIABILITY

30 Sep 2015
US$’000

30 Sep 2014
US$’000

504 
1 396 
1 000

2 900 

598
1 498 
1 135 

3 231 

30 Sep 2015
US$’000

30 Sep 2014
US$’000

– 
– 

– 
– 

(1 304)
1 304 

(3 409)
3 409 

During the year ended 30 September 2015, the Company received a “letter before action” from a firm of solicitors representing 
a shareholder which asserts intended claims against, inter alia, the Company for damages purporting to arise in the context of the 
listing of the Company on the JSE Limited and the compulsory conversion of the convertible redeemable preference shares held 
by that shareholder in the Company into ordinary shares as provided for in the terms of the convertible redeemable preference 
shares. The matter is subject to the contractual arbitration proceedings agreed between the parties. The shareholder has as yet 
not invoked the arbitration proceedings. 

19. SUBSEQUENT EVENTS

Subsequent to the financial year end, Tharisa Minerals terminated the services of a mining contractor based on non-performance 
and instituted proceedings to recover damages arising from the non-performance. The contractor has, as a consequence of the 
termination of the contract, instituted legal proceedings against Tharisa Minerals claiming unlawful dispossession of the mine or 
alternatively those parts of the mine which it was working at the time of termination. Tharisa Minerals has taken legal advice and, 
based on the advice received, is of the view that the mining contractor’s case has no merit and Tharisa Minerals will defend itself 
against any action taken against it.

The terms of the senior debt facility require the completion of technical tests by 28 November 2015. The tests commenced on 
1 August 2015. As a consequences of certain stoppages as instructed by the South African Department of Mineral Resources in 
terms of the Mine Health and Safety Act, Tharisa Minerals was not in a position to complete the technical tests and the tests were 
halted on 28 October 2015. The senior debt providers have extended the date by which the technical tests need to be completed 
to 28 November 2016.

Other than the matters referred to above, the Board of Directors is not aware of any matter or circumstance arising since the end 
of the financial year that will impact these financial results.

20. DIVIDENDS

No dividends were declared in respect for the financial year ended 30 September 2015 (30 September 2014: no dividends).

64

Tharisa plc Annual Report 2015

Glossary of abbreviations, definitions and technical terms

In this Annual Report, unless otherwise indicated, the words in the first column have the meanings stated opposite them in the second 
column, words in the singular include the plural and vice versa, words denoting one gender include the other, and words denoting natural 
persons include juristic persons and associations of persons and vice versa.

4E

5PGE + Au

6E

6PGE + Au

Au

BEE

Bushveld Complex

certificated shares

Challenger or 
Challenger Plant

Charter Scorecard

chemical grade 
concentrate 

chrome

chrome concentrate

chrome alloys

chrome yield

chromite

chromitite

chromitite layers

chromium or Cr

CIF

cm

platinum group metals comprising platinum, palladium, rhodium and gold;

platinum group metals comprising platinum, palladium, rhodium, ruthenium, iridium and gold;

platinum group metals comprising platinum, palladium, rhodium, ruthenium, iridium and gold;

5PGE plus osmium;

gold;

Black  Economic  Empowerment,  as  defined  in  the  MPRDA  and  “Broad-based  Socio-economic 
Empowerment” as defined in the Mining Charter;

a  major  intrusive  igneous  body  in  the  northern  part  of  South  Africa,  that  has  undergone  remarkable 
magmatic differentiation, and is the leading source of PGMs and Chromium;

shares which are held and represented by a share certificate or other tangible document of title, which 
shares have not been dematerialised in terms of the requirements of Strate;

the  integrated  beneficiation  plant  adjacent  to  the  Genesis  Plant,  for  the  production  of  chemical  and 
foundry-grade concentrate, owned by Arxo Metals;

the  Scorecard  for  the  Mining  Charter  published  pursuant  to  section  100(2)(a)  of  the  MPRDA 
under  Government  Gazette  No.  26661  of  13  August  2004,  as  amended  by  General  Notice  838  of 
20 September 2010;

the main ingredient in the production of chrome chemicals. The critical specifications are a minimum of 
45% Cr2O3, and a maximum of 1.28% SiO2;
used to reference any form of chromium, Cr or chrome concentrate;

any  combination  of  chemical,  foundry  and/or  metallurgical-grade  concentrate  with  a  predominance  of 
metallurgical-grade concentrate;

a chrome alloy produced directly through smelting using carbon as a reducing agent in the presence of 
fluxes, which alloy is used as primary raw material in the production of stainless steel;

chrome yield is the quantity of product produced, expressed as a percentage of the feed to the process;

a hard, black, refractory chromium-spinel mineral consisting of varying proportions of the oxides of iron, 
chromium, aluminium and magnesium;

a  rock  composed  essentially  of  chromite,  that  typically  occurs  as  layers  or  irregular  masses  exclusively 
associated  with  magmatic  complexes.  The  bulk  of  the  world’s  exploitable  chromitite  occurs  almost 
exclusively in layered complexes;

thick accumulations of chromite grains to form monomineralic bands or layers, which chromitite layers are 
typically greater than 30cm thick;

the element chromium (Cr) is classified as a metal and is situated between other metals such as vanadium 
(V), manganese (Mn) and molybdenum (Mo) in the Periodic Table of Elements;

cost, insurance and freight as defined in Incoterms 2010;

centimetres;

Competent Person’s 
Report or CPR

a report compiled by independent Competent Persons relating to the technical aspects of a mine that may 
include a techno-financial model;

Cr2O3
CSDP Markets Act

chromium (III) oxide;

a Central Securities Depository Participant as defined in section 1 of the Financial Markets Act;

Cyprus Companies Law Companies Law, chapter 113 of the laws of Cyprus, as amended, supplemented or otherwise modified 

from time to time;

dematerialise, 
dematerialised or 
dematerialisation

dematerialised shares

the  process  by  which  physical  share  certificates  are  replaced  with  electronic  records  of  ownership  in 
accordance with the rules of Strate;

shares which are held in electronic form as uncertificated securities in accordance with the requirements 
of Strate;

Tharisa plc Annual Report 2015

65

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DMR

EIA

EMP

Equator Principles 

FCA

the South African Department of Mineral Resources;

environmental impact assessment;

the environmental management plan in terms of the MPRDA;

the set of voluntary guidelines adopted and interpreted in accordance with International Finance Corporate 
Performance  Standards  and  the  World  Banks  EHS  guidelines,  adopted  by  Equator  Principle  Financial 
Institutions, as updated from time to time;

Free Carrier – a trade term requiring the seller to deliver goods to the carrier or another person nominated 
by the buyer at the seller’s premises or another named place. Costs for transportation and risk of loss 
transfer to the buyer after delivery to the carrier;

foundry grade 

concentrate  saleable  chromium-rich  product,  typically  more  than  45%  Cr2O3,  less  than  1%  SiO2  and  a 
specific particle size distribution;

g/t

grams per tonne;

Genesis or Genesis Plant the 100 ktpm nameplate capacity processing plant for the production of PGM and chrome concentrate, 

owned by Tharisa Minerals;

HDSA

IFRS

Historically Disadvantaged South Africans as defined in the MPRDA and the Mining Charter;

International Financial Reporting Standards;

Impala Refining Services

Impala Refining Services Limited, a 100% owned subsidiary of Impala Platinum Holdings Limited;

Incoterms 2010 

Indicated Mineral 
Resource

Inferred Mineral 
Resource

the Incoterms rules are a series of pre-defined commercial terms published by the International Chamber 
of Commerce that are widely used in international commercial transactions or procurement processes;

an  Indicated  Mineral  Resource  is  that  part  of  a  Mineral  Resource  for  which  tonnage,  densities,  shape, 
physical  characteristics  and  mineral  content  can  be  estimated  with  a  reasonable  level  of  confidence. 
Designating  a  resource  as  Indicated  is  based  on  information  from  exploration,  sampling  and  testing  of 
material gathered from locations such as outcrops, trenches, pits, workings and drill holes. The locations 
are too widely or inappropriately spaced to confirm geological or grade continuity but are spaced close 
enough for continuity to be assumed;

an Inferred Mineral Resource is that part of a Mineral Resource for which volume or tonnage, grade and 
mineral content can be estimated with only a low level of confidence. It is inferred from geological evidence 
and sample and assumed but not verified geologically or through analysis of grade continuity. Designating 
a  Mineral  Resource  “Inferred”  is  based  on  information  gathered  through  appropriate  techniques  from 
locations  such  as  outcrops,  trenches,  pits,  workings  and  drill  holes  that  may  be  limited  in  scope  or  of 
uncertain quality and reliability;

Investec Bank

Investec  Bank  Limited  (Registration  number  1969/004763/06),  a  public  company  duly  registered  and 
incorporated in South Africa;

JSE or Johannesburg 
Stock Exchange

JSE Limited (Registration number 2005/022939/06), a public company duly registered and incorporated in 
South Africa and licensed in terms of the Financial Markets Act, No 19 of 2012;

King III 

km 

koz

kt

Listing 

the  King  Code  of  Governance  Principles  for  South  Africa,  2009  (King  Code)  and  the  King  Report  on 
Governance for South Africa, 2009 (King Report) as amended from time to time;

1 000 metres;

1 000 ounces; 

1 000 tonnes;

the primary listing of Tharisa, a foreign registered company, in the “General Mining” sector of the Main 
Board of the JSE under the abbreviated name “Tharisa”, JSE code “THA” and ISIN CY0103562118;

JSE Listings Requirements  the Listings Requirements of the JSE, as amended from time to time;

LOM 

LTI 

LTIFR 

66

life  of  mine,  being  the  expected  remaining  years  of  production  based  on  production  rates  and  ore 
Mineral Reserves;

lost time injury resulting in the injured being unable to attend/return to work to perform the full duties of 
his/her regular work, as per advice of a suitably qualified medical professional, on the next calendar day 
after the injury;

lost time injury frequency rate, the number of lost time injuries per 200 000 hours worked;

Tharisa plc Annual Report 2015

Measured Mineral 
Resource 

a Measured Mineral Resource is that part of a Mineral Resource for which the tonnage, densities, physical 
characteristics, grade and mineral content can be estimated with a high level of confidence. Describing 
a resource as “Measured” is based on detailed and reliable information from exploration, sampling and 
testing of material from locations such as outcrops, trenches, pits, workings and drill holes. The locations 
are spaced closely enough to confirm geological and grade continuity; 

metallurgical grade 
concentrate

saleable chromium-rich product typically of 42% Cr2O3;

MG0 

MGI 

MG2 

MG3 

MG4

chromitite layer that consists of chromitite dissemination with more chromitite layers and stringers, that 
are developed in the footwall pyroxenite of the MG1 chromitite layer;

chromitite layer that typically has a massive chromitite content with minor feldspathic pyroxenite partings 
or layering. In some areas the MG1 chromitite layer has developed into two chromitite layers separated 
by a feldspathic pyroxenite;

chromitite  layer  that  consists  of  three  groupings  of  chromitite  layers  which  from  the  base  which  are 
the  MG2A  chromitite  layer,  MG2B  chromitite  layer  and  the  MG2C  chromitite  layer.  The  partings  are 
typically feldspathic pyroxenite. The parting between the MG2B chromitite layer and MG2C chromitite 
layer includes a platiniferous chromitite stringer;

chromitite layer that is occasionally a massive chromitite layer but more often a very irregular assemblage 
of chromitite layers and stringers within a norite and/or thosite. The top of the package typically consists 
of thin chromitite stringers and dissemination of chromite in norite which develops into a massive layer at 
the base;

the MG4 chromitite layer consists of a lower chromitite (MG4(0) chromitite layer) (approximately 0.6m 
thick) immediately overlain by a norite (approximately 0.85m thick) followed by the chromitite layer of the 
MG4 chromitite layer (approximately 1.8m thick), overlain by another parting, of feldspathic pyroxenite 
composition,  some  3.2m  thick  and  finally  overlain  by  the  chromitite  of  the  MG4A  chromitite  layer 
(approximately 1.5m thick);

MG4A

the MG4A chromitite layer consists of a number of chromitite layers within a pyroxenite host rock;

MG chromitite layers

group of five chromite layers that are known in the lower and upper Critical Zone of the Bushveld Complex;

Mineral Reserve 

Mineral Resource 

Mining Charter 

the economically mineable material derived from a measured or indicated Mineral Resource or both, which 
includes diluting and contaminating materials and allows for losses that are expected to occur when the 
material is mined. Appropriate assessments to a minimum of a pre-feasibility study for a project and a LOM 
plan for an operation must have been completed, including consideration of, and modification by, realistically 
assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors 
(the modifying factors);

a concentration or occurrence of material of economic interest in or on the earth’s crust in such form, 
quality and quantity that there are reasonable and realistic prospects for eventual economic extraction. 
The  location,  quantity,  grade,  continuity  and  other  geological  characteristics  of  a  Mineral  Resource  are 
known,  or  estimated  from  specific  geological  evidence,  sampling  and  knowledge  interpreted  from  an 
appropriately constrained and portrayed geological model. Mineral Resources are subdivided, and must be 
so reported, in order of increasing confidence in respect of geoscientific evidence, into Inferred, Indicated 
or Measured categories;

the  Broad-based  Socio-economic  Empowerment  Charter  for  the  South  African  Mining  Industry 
(together  with  the  Charter  Scorecard),  published  pursuant  to  section  100(2)(a)  of  the  MPRDA  under 
Government Gazette No 26661 of 13 August 2004 and thereafter amended by General Notice 838 of 
20 September 2010;

Mining Right 

a new order mining right, granted by the DMR in terms of the MPRDA, which provides the holder thereof 
the required legal title to mine;

MPRDA

Mt

Mtpa

Noble 

NUM

oz

the South African Mineral and Petroleum Resources Development Act, No 28 of 2002, as amended;

million tonnes;

million tonnes per annum;

Noble Resources International PTE Limited, (Registration number 201115304N), a company duly registered 
and incorporated in Singapore;

the National Union of Mineworkers;

a troy ounce which is exactly 31.1034768 grams;

Tharisa plc Annual Report 2015

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ozpa

pa

PGMs

oz per annum;

per annum;

platinum group metals being platinum, palladium, rhodium, ruthenium, iridium, and osmium;

PGM concentrate

the commercially acceptable flotation concentrate containing PGMs;

prill split

a breakdown by mass of the various PGM metals contained in PGM-containing materials;

Prospecting Right

a prospecting right granted by the DMR in terms of the MPRDA;

Rand York Minerals 

Rand York Minerals Proprietary Limited (Registration number 1985/004951/07), a private company duly 
registered and incorporated in South Africa;

reef

ROM

SAMREC Code 

in the context of this Annual Report, reef refers to any or all of the MG and UG chromitite layers;

run of mine, being the ore tonnage extracted to be processed;

the South African Code for Reporting of Exploration Results, Mineral Resources and Reserves (prepared 
by the South African Mineral Resource Committee (SAMREC) Working Group) (2007 and as amended 
in 2009);

SAMVAL Code

the South African Code for the Reporting of Mineral Asset Valuation (2008) (as amended in July 2009) 
prepared by the South African Mineral Asset Valuation Committee (SAMVAL) Working Group;

SENS

SiO2
SLP 

Strate 

the Stock Exchange News Service of the JSE;

silicon dioxide;

Social and Labour Plan aimed at promoting employment and advancement of the social and economic 
welfare  of  all  South  Africans  while  ensuring  economic  growth  and  socioeconomic  development  as 
stipulated in the MPRDA;

Strate Limited (Registration number 1998/022242/06), a limited liability public company duly registered and 
incorporated in South Africa, which is a registered central securities depository and which is responsible 
for the electronic settlement system used by the JSE;

stripping ratio

the ratio, measured in m3 to m3 at which waste and inter-burden are removed, relative to ore mined;

t

tpa

tpm

UG1 

UG2 

US$

tonne;

tonnes per annum;

tonnes per month;

the Upper Group 1 Chromitite Layer that is a well developed and consistent marker in the Critical Zone 
of  the  Bushveld  Complex  that  consists  of  a  massive  chromitite,  chromitiferous  pyroxenite,  bands  of 
anorthosite, chromitite and norites and stringers of chromitites;

the Upper Group 2 Chromitite Layer of the Bushveld Complex that is well known and typically contains 
PGMs in a concentration that is sufficient for economic extraction;

United States Dollars, the lawful currency of the US;

Voyager or Voyager Plant  a  300  ktpm  nameplate  capacity  processing  plant  for  the  production  of  PGM  and  chrome  concentrate, 

ZAR or R or Rand

South African Rand, the lawful currency of South Africa.

owned by Tharisa Minerals;

68

Tharisa plc Annual Report 2015

Shareholder information

Investor relation report
SHARE INFORMATION

Tharisa plc is listed on the Johannesburg Stock Exchange 

Company
Ticker code
Sector
Issued share capital at 30 September 2015
Market capitalisation at 30 September 2015
Closing share price at 30 September 2015
12-month high
12-month low

SHAREHOLDER ANALYSIS

Analysis of shareholders at 30 September 2015

Analysis of ordinary shareholders

Holdings of 1 to 10 000 shares
Holdings of 10 001 to 100 000 shares
Holdings of 100 001 to 1 000 000 shares
Holdings of 1 000 001 to 5 000 000 shares
Holdings of 5 000 001 to 100 000 000 shares

Total

Major shareholders

Shareholders holding 10% or more
Medway Developments Limited
Pershing LLC
Fujian Wuhang Stainless Steel Co. Limited

Shareholders holding 5% or more (but less than 10%)
Maaden Invest Limited (direct and indirect holding)

Public and non-public shareholders

Public 
Non-public

Directors and associates of the Company and its subsidiaries
Persons 
in 10% or more

than  directors),  directly  or 

interested 

(other 

Total

Tharisa plc
THA
General Mining
255 891 886
ZAR1.28 billion
ZAR5.00
ZAR16.00
ZAR4.50

Number of 
shareholders

585
65
13
6
10

 679

Number of 
shares

420 134
2 022 526
4 583 514
13 788 967
235 076 745

Percentage of 
issued share 
capital

0.16
0.79
1.79
5.39
91.87

255 891 886 

 100.00

Number of 
shares

119 030 073
40 548 241
28 070 211

14 985 577 

Percentage of 
issued share 
capital

46.52
15.85
10.97

 5.86

Number of 
shareholders

Number of 
shares

Percentage of 
issued share 
capital

660

61 034 745

16

3

7 208 616

187 648 525

 679

255 891 886 

23.85

2.82

73.33

100.00

indirectly, 

Disclosure of directors’ interests in the Company’s share capital

The aggregate direct and indirect interests of the directors in the issued share capital of the Company are as follows:

Director

Loucas Pouroulis
Phoevos Pouroulis
Michael Jones
David Salter
Antonis Djakouris
Ioannis Drapaniotis
Omar Kamal

2015

2014

Beneficial

Direct 

Indirect

Non-beneficial
Direct 

 Indirect

Beneficial

Direct 

 Indirect

Non-beneficial
Direct 

 Indirect

53 684
44 737
40 263
–
–
–
–

–
6 918 432
–
–
–
–
–

–
–
–
–
–
–
–

–

10 000
–
–
–
–
–
308 939*

318 939

–
–
–
–
–
–
–

–

–
 6 664 157 
–
–
–
–
–

6 664 157 

–
–
–
–
–
–
–

–

–
–
–
–
–
–
308 939*

308 939

Total

 138 684

6 918 432 

*  These shares are held indirectly and beneficially by Omar Kamal’s mother and while she is not regarded as an associate in terms of the JSE Listings Requirements, the holding 

is disclosed in the interest of transparency.

Tharisa plc Annual Report 2015

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Notice of Annual General Meeting

THARISA PLC
(Incorporated in the Republic of Cyprus with limited liability)
(Registration number: HE223412)
JSE share code: THA
ISIN: CY0103562118
(“Tharisa” or “the Company”)

Notice is hereby given that the Annual General Meeting (AGM) 
of shareholders of Tharisa will be held at Office 109, First Floor, 
S.  Pittokopitis  Business  Centre,  No  17  Neophytou  Nicolaides 
and Kilkis Street, Paphos, Cyprus on Thursday, 25 February 2016 
at 09:00 (UTC +2) to consider and, if deemed fit, pass, with or 
without modification, the ordinary and special resolutions as set 
out in this Notice of AGM and to deal with such other business 
as may be dealt with at the AGM.

IDENTIFICATION

Shareholders  are  advised  that  any  person  attending  or 
participating in an AGM of shareholders must present reasonably 
satisfactory identification before being entitled to participate in 
and vote at the AGM and the person presiding at the AGM must 
be reasonably satisfied that the right of any person to participate 
in and vote (whether as shareholder or proxy for a shareholder) 
has been reasonably verified. Forms of identification that will be 
accepted include original and valid identity documents, driver’s 
licences or passports.

IMPORTANT DATES

Record date to receive notice of 
the AGM
Last day to trade to be eligible to 
vote
Record date to be eligible to vote 
at the AGM
Last day for lodging proxy forms 
(by 09:00)

Friday, 22 January 2016

Friday, 12 February 2016

Friday, 19 February 2016

Tuesday, 23 February 2016

Accordingly, the date on which a person must be registered as 
a shareholder in the register of the Company to be entitled to 
attend and vote at the AGM will be Friday, 19 February 2016. 

ELECTRONIC PARTICIPATION

Tharisa intends to offer shareholders reasonable access, through 
electronic  facilities,  to  participate  in  the  AGM  by  means  of 
a  conference  call  facility.  Shareholders  will  be  able  to  listen  to 
the proceedings and raise questions should they wish to do so 
and  are  invited  to  indicate  their  intention  to  make  use  of  this 
facility  by  making  application,  in  writing  (including  details  as  to 
how the shareholder or representative can be contacted), to the 
Company  at  ir@tharisa.com.  The  application  is  to  be  received 
by the Company at least 10 business days prior to the date of 
the AGM, namely Wednesday, 10 February 2016. The Company 
will, by way of email, provide information enabling participation 
to those shareholders who have made application. Shareholders 
will be billed separately by their own telephone service provider 
for their telephone call to participate in the meeting.

Voting  will  not  be  possible  via  the  electronic  facility  and 
shareholders wishing to exercise their voting rights at the AGM 
are required to be represented at the meeting either in person, 
by  proxy  or  by  letter  of  representation  as  provided  for  in  the 
Notice of AGM.

RESOLUTIONS FOR CONSIDERATION AND 
ADOPTION

Ordinary business 

1.  Ordinary resolution number 1

Adoption of the Annual Financial Statements

“RESOLVED THAT the audited Annual Financial Statements 
for the year ended 30 September 2015, including the reports 
of the directors and the independent auditor, be received 
and adopted.”

Additional information in respect of ordinary resolution number 1

The  condensed  consolidated  audited  Annual  Financial 
Statements  for  the  year  ended  30  September  2015  are 
included  in  the  Annual  Report  of  which  this  Notice  of 
AGM  forms  part.  The  complete  audited  annual  financial 
statements, together with the relevant reports for the year 
ended 30 September 2015, are available on the Company’s 
website, www.tharisa.com.

This resolution is non-binding, therefore no minimum voting 
threshold is required for ordinary resolution number 1.

2.  Ordinary resolution number 2

Re-appointment of external auditors

“RESOLVED  THAT  KPMG  Limited  Cyprus,  with 
Maria Karantoni being the designated registered auditor, be 
re-appointed  as  the  independent  external  auditors  of  the 
Company  and  of  the  Group  for  the  financial  year  ending 
30  September  2016,  to  hold  office  until  conclusion  of  the 
next AGM of the Company, and that their remuneration for 
the financial year ending 30 September 2016 be determined 
by the Audit Committee.”

Additional information in respect of ordinary resolution number 2

In accordance with clause 195 of the Company’s Articles of 
Association and sections 153 to 155 of the Companies Law, 
KPMG  Limited  Cyprus  is  proposed  to  be  re-appointed  as 
the external auditors of the Company, until the conclusion 
of  the  next  AGM.  The  Audit  Committee  conducted  an 
assessment of the performance and the independence of the 
external auditors and their compliance with the JSE Listings 
Requirements  and  recommends  their  re-appointment  as 
independent auditors of the Company and the Group.

70

Tharisa plc Annual Report 2015

The  percentage  of  voting  rights  required  for  ordinary 
resolution number 2 to be adopted is more than 50% of the 
voting rights exercised on this resolution by all shareholders 
present  or  represented  by  proxy  and  entitled  to  vote  at 
the AGM.

3.  Ordinary resolution number 3 (comprising ordinary 

resolutions numbers 3.1 and 3.2)

Re-election of directors retiring by rotation

3.1  “RESOLVED  THAT  John  David  Salter,  who  retires  in 
accordance  with  the  Company’s  Articles  of  Association 
and  who,  being  eligible,  offers  himself  for  re-election,  be 
re-elected as a director of the Company.”

3.2  “RESOLVED  THAT  Antonios  Djakouris,  who  retires  in 
accordance  with  the  Company’s  Articles  of  Association 
and  who,  being  eligible,  offers  himself  for  re-election, 
be re-elected as a director of the Company.”

Additional information in respect of ordinary resolutions numbers 
3.1 and 3.2

In  terms  of  clause  110  of  the  Company’s  Articles  of 
Association, one-third of the non-executive directors of the 
Company  for  the  time  being  are  required  to  retire  from 
office at each AGM. The directors of the Company to retire 
in every year shall be those who have been longest serving 
since their last election. A retiring director shall be eligible 
for re-election. 

A brief curriculum vitae in respect of each director referred 
to  in  ordinary  resolutions  numbers  3.1  and  3.2  above 
appears on pages 32 and 33 of the Annual Report of which 
this Notice of AGM forms part.

The  Board  recommends  to  shareholders  the  re-election 
of  each  of  the  retiring  directors  as  set  out  in  ordinary 
resolutions numbers 3.1 and 3.2.

The  percentage  of  voting  rights  required  for  ordinary 
resolutions numbers 3.1 and 3.2 to be adopted is more than 
50% of the voting rights exercised on such resolution by all 
shareholders present or represented by proxy and entitled 
to vote at the AGM.

SPECIAL BUSINESS

4.  Ordinary resolution number 4

General authority to directors to allot and issue ordinary shares

“RESOLVED  THAT  the  authorised  but  unissued  shares  in 
the capital of the Company limited to 38 383 783 (thirty-
eight  million  three  hundred  and  eighty-three  thousand 
seven hundred and eighty-three), being 15% of the number 
of listed equity securities in issue at the date of this Notice, 
being  255  891  886  (two  hundred  and  fifty-five  million 
eight hundred and ninety-one thousand eight hundred and 
eighty-six) ordinary shares (for which purposes any shares 
approved  to  be  allotted  and  issued  by  the  Company  in 

terms of the Share Award Plan for the benefit of employees 
shall  be  excluded),  be  and  are  hereby  placed  under  the 
control and authority of the directors and that they be and 
are hereby authorised to allot, issue and grant options over 
and  otherwise  dispose  of  such  shares  to  such  persons  on 
such  terms  and  conditions  and  at  such  times  as  they  may 
from time to time and at their discretion deem fit, subject to 
the provisions of the Companies Law, as may be amended 
from  time  to  time,  the  Company’s  Articles  of  Association 
and the JSE Listings Requirements. Such authority shall be 
valid until the conclusion of the next AGM of the Company”.

Additional information in respect of ordinary resolution number 4

The  Board  may  only  allot  and  issue  shares  or  grant  rights 
over  shares  if  authorised  to  do  so  by  the  shareholders. 
This  resolution  seeks  authority  for  the  Board  to  allot, 
issue  and  deal  in  shares  up  to  a  maximum  of  15%  of  the 
Company’s issued share capital.

The  percentage  of  voting  rights  required  for  ordinary 
resolution number 4 to be adopted is more than 50% of the 
voting rights exercised on such resolution by all shareholders 
present  or  represented  by  proxy  and  entitled  to  vote  at 
the AGM.

5.  Ordinary resolution number 5

Dis-application of pre-emption rights

“RESOLVED THAT, subject to the JSE Listings Requirements, 
the Board be and is hereby authorised to dis-apply the pre-
emption rights, with respect to the authority conferred on 
the Board to issue and allot ordinary shares, up to a maximum 
of 15% of the Company’s issued share capital. This authority 
will expire at the conclusion of the Company’s next AGM.

Additional information in respect of ordinary resolution 5

In terms of section 60B of the Companies Law, if the Board 
wishes to allot any unissued shares, grant rights over shares 
or sell treasury shares for cash (other than pursuant to an 
employee share scheme) it must first offer them to existing 
shareholders  in  proportion  to  their  holdings.  There  may 
be circumstances, however, where the Board requires the 
flexibility to finance business opportunities through the issue 
or sale of shares or related securities without a pre-emptive 
offer to existing shareholders. This can only be done under 
the  Companies  Law  if  the  shareholders  have  first  waived 
their pre-emption rights. This resolution seeks authority for 
the Board to dis-apply pre-emption rights for shares up to 
a maximum of 15% of the Company’s issued share capital. 
If granted, this authority will expire at the conclusion of the 
Company’s next AGM.

The  percentage  of  voting  rights  required  for  ordinary 
resolution number 5 to be adopted is more than 50% of the 
voting rights exercised on such resolution by all shareholders 
present  or  represented  by  proxy  and  entitled  to  vote  at 
the AGM.

Tharisa plc Annual Report 2015

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6.  Ordinary resolution number 6

General authority to issue shares for cash

“RESOLVED THAT, subject to ordinary resolutions numbers 
4 and 5 being passed, the Board be authorised, by way of a 
general authority, to allot and issue shares (and/or any options 
or  convertible  securities)  for  cash  to  such  persons  on  such 
terms and conditions as the Board may from time to time in its 
discretion deem fit, subject to the provisions of the Company’s 
Articles  of  Association,  the  Companies  Law,  as  may  be 
amended from time to time and the JSE Listings Requirements 
and subject to the following limitations, namely that:
i.  The equity securities which are the subject of the issue 
for  cash  must  be  of  a  class  already  in  issue,  or  where 
this is not the case, must be limited to such securities or 
rights that are convertible into a class already in issue;
ii.  Any such issue will only be made to “public shareholders” 
as  defined  in  the  JSE  Listings  Requirements  and  not  to 
related parties, unless the JSE otherwise agrees;

iii.  In  respect  of  securities  which  are  the  subject  of  the 
general  issue  of  shares  for  cash,  such  issue  may  not 
exceed  25  589  189  (twenty-five  million  five  hundred 
and eighty-nine thousand one hundred and eighty-nine) 
shares, representing 10% of the number of listed equity 
securities  in  issue  as  at  the  date  of  this  notice,  being 
255  891  886  (two  hundred  and  fifty-five  million  eight 
hundred  and  ninety-one  thousand  eight  hundred  and 
eighty-six) shares, provided that:
–  any  equity  securities  issued  under  this  authority 
during the period must be deducted from the number 
above;

–  in the event of a sub-division or consolidation of issued 
equity  securities  during  the  period  contemplated 
above,  the  existing  authority  must  be  adjusted 
accordingly to represent the same allocation ratio; and
–  the  calculation  of  the  listed  equity  securities  is  a 
factual  assessment  of  the  listed  equity  securities  as 
at the date of the notice of AGM, excluding treasury 
shares;

iv.  This  authority  shall  be  valid  until  the  Company’s  next 

AGM;

v.  A SENS announcement giving full details of the issue will 
be published at the time of any issue representing, on a 
cumulative basis within the period of this authority, 5% or 
more of the number of shares in issue prior to the issue 
concerned; and

vi.  The  maximum  discount  permitted  at  which  equity 
securities may be issued is 10% of the weighted average 
traded price on the JSE of those shares measured over 
the  30  business  days  prior  to  the  date  that  the  price 
of  the  issue  is  agreed  between  the  Company  and  the 
party  subscribing  for  the  securities.  The  JSE  should  be 
consulted  for  a  ruling  if  the  Company’s  securities  have 
not traded in such 30-business day period.”

Additional information in respect of ordinary resolution number 6

In accordance with the Company’s Articles of Association, 
and the JSE Listings Requirements, the shareholders of the 
Company  have  to  approve  a  general  issue  of  shares  for 
cash. The existing authorities granted by the shareholders 
of the Company at the previous AGM held on 23 April 2015 
expires at the AGM to be held on 25 February 2016, unless 
renewed.  This  authority  will  be  subject  to  the  Company’s 
Articles  of  Association,  the  Companies  Law  and  the  JSE 
Listings Requirements. The Board considers it advantageous 
to  renew  this  authority  to  enable  the  Company  to  take 
advantage  of  any  business  opportunity  that  may  arise  in 
the future. 

This  ordinary  resolution  number  6  is  required,  under  the 
JSE Listings Requirements, to be passed by achieving a 75% 
majority  of  the  voting  rights  exercised  on  this  resolution 
by  all  shareholders  present  or  represented  by  proxy  and 
entitled to vote at the AGM.

7.  Ordinary resolution number 7

Approval of remuneration policy

“RESOLVED  THAT  the  Group  remuneration  policy,  as 
described  in  the  Remuneration  Report  on  pages  43  –  47 
of the Annual Report of which this Notice of AGM forms 
part,  be  approved  by  way  of  a  non-binding  advisory  vote, 
as recommended in King III.”

Additional information in respect of ordinary resolution number 7

In  terms  of  King  III  recommendations,  the  Company’s 
remuneration  policy  should  be  tabled  for  a  non-binding 
advisory vote at every AGM.

The  non-binding  advisory  vote  is  to  enable  shareholders 
of  the  Company  to  express  their  views  on  the  Group’s 
remuneration policies adopted, and on their implementation. 
the  Company  are 
Accordingly, 
requested to endorse the Company’s remuneration policy 
as recommended by King III.

the  shareholders  of 

This resolution is non-binding, therefore no minimum voting 
threshold is required for ordinary resolution number 7.

8.  Special resolution number 1

General authority to repurchase shares

the  Company,  and  any  of 

its 
“RESOLVED  THAT 
subsidiaries,  be  authorised,  by  way  of  a  general  authority, 
in terms of the provisions of the JSE Listings Requirements, 
the  Companies  Law  and  as  permitted  by  the  Company’s 
Articles of Association, to acquire, as a general repurchase, 
the  issued  ordinary  shares  of  the  Company,  upon  such 
terms and conditions and in such manner as the Board may 
from time to time determine, but subject to the applicable 
requirements  of  the  Company’s  Articles  of  Association, 
the  provisions  of  the  Companies  Law  and  the  JSE  Listings 
Requirements, where applicable, and provided that:

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i.  The maximum number of ordinary shares to be acquired 
shall not exceed 10% of the Company’s ordinary shares 
in  issue  at  the  date  on  which  this  special  resolution 
number 1 is passed;

ii.  The  repurchase  of  shares  will  be  effected  through  the 
order  book  operated  by  the  JSE  trading  system  and 
done  without  any  prior  understanding  or  arrangement 
between the Company and the counterparty (reported 
trades are prohibited);

iii.  The Company has been given authority to repurchase its 

shares by its Articles of Association;

iv.  This  general  authority  shall  only  be  valid  until  the 
Company’s next AGM, provided that it shall not extend 
beyond 12 months from the date of passing of this special 
resolution number 1;

v.  In  determining  the  price  at  which  the  Company’s 
ordinary shares are acquired by the Company in terms of 
this general authority, the maximum premium at which 
such ordinary shares may be acquired shall not exceed 
the higher of:
–  5%  of  the  weighted  average  of  the  market  price  at 
which such ordinary shares are traded on the JSE, as 
determined  over  the  five  business  days  immediately 
preceding the date of the repurchase of such ordinary 
shares by the Company;

–  the higher of the price quoted for the last independent 
trade of, or the highest current independent bid for 
any number of shares on the JSE where the purchase 
is carried out;

vi.  At any point in time, the Company may only appoint one 
agent to effect any repurchases on the Company’s behalf;
vii. A  resolution  has  been  passed  by  the  Board  confirming 
that the Board has authorised the repurchase and that 
the Company satisfied the net assets test contemplated 
under section 169A of the Companies Law;

viii. The  Company  may  not  repurchase  ordinary  shares 
during a prohibited period, as defined in the JSE Listings 
Requirements,  unless  the  Company  has  a  repurchase 
programme  in  place  where  the  dates  and  quantities  of 
the  ordinary  shares  to  be  traded  during  the  relevant 
period  are  fixed  and  not  subject  to  any  variation  and 
full  details  of  the  programme  have  been  disclosed  to 
the  JSE  in  writing  prior  to  the  commencement  of  the 
prohibited period;

ix. A  SENS  announcement  will  be  published  giving  such 
details  as  may  be  required  in  terms  of  the  JSE  Listings 
Requirements as soon as the Company has cumulatively 
repurchased 3% of the number of shares in issue at the 
date of the passing of this special resolution number 1 and 
for each 3% in aggregate of the initial number of shares 
acquired  thereafter,  and  in  the  press  when  required  in 
terms of the Companies Law;

x.  The  Board  undertakes  that  it  will  not  implement 
the  proposed  authority  to  repurchase  shares,  unless 
the  directors  are  of  the  opinion  that,  for  a  period  of 
12 months after the date of the repurchase:
–  the  Company  and  the  Group  will  be  able,  in  the 

ordinary course of business, to pay its debts;

–  the  assets  of  the  Company  and  the  Group,  fairly 
valued  in  accordance  with  IFRS,  will  be  in  excess  of 
the liabilities of the Company and the Group;

–  the  share  capital  and  reserves  of  the  Company  and 
the  Group  will  be  adequate  for  ordinary  business 
purposes; and

–  the working capital of the Company and the Group 
will be adequate for ordinary business purposes.”

Additional information in respect of special resolution number 1

Under  section  57A  of  the  Companies  Law,  the  Board 
must  obtain  authorisation  by  special  resolution  from  the 
shareholders  before  they  can  effect  the  purchase  by  the 
Company of any of its own shares. In certain circumstances 
it  may  be  advantageous  for  the  Company  to  purchase  its 
own  shares  and  this  resolution  seeks  authority  to  do  so. 
The  Board  will  exercise  this  power  only  in  accordance 
with  the  requirements  of  the  Companies  Law  and  the 
JSE  Listings  Requirements,  and  when,  in  view  of  market 
conditions prevailing at the time, it believes that the effect 
of such purchases will be to increase earnings per share and 
is  in  the  best  interests  of  the  shareholders  generally.  Save 
to the extent purchased pursuant to the Companies Law, 
any shares purchased in this way will be cancelled and the 
number of shares in issue will be reduced accordingly.

The Company may hold in treasury any of its own shares 
that  it  purchases  pursuant  to  the  Companies  Law  and 
the  authority  conferred  by  this  resolution.  This  gives  the 
Company the ability to re-issue treasury shares quickly and 
cost-effectively  and  provides  the  Company  with  greater 
flexibility in the management of its capital base. It also gives 
the  Company  the  opportunity  to  satisfy  awards  under 
the Share Award Plan using treasury shares. Once held in 
treasury, the Company is not entitled to exercise any rights, 
including the right to attend and vote at meetings, in respect 
of the shares and no dividend or other distribution of the 
Company’s assets may be made to the Company in respect 
of treasury shares.

In  accordance  with  the  Companies  Law,  this  resolution 
specifies  the  maximum  number  of  shares  that  may  be 
acquired  and  the  maximum  and  minimum  prices  at  which 
shares may be bought. If granted, this authority will expire 
at  the  conclusion  of  the  Company’s  next  AGM,  provided 
that it shall not extend beyond 12 months from the date of 
passing of this special resolution number 1.

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Please  refer  to  the  additional  disclosure  of  information 
contained in this notice of AGM, which disclosure is required 
in terms of the JSE Listings Requirements.

CSDP or broker with their voting instructions in terms of their 
custody agreement entered into between them and the CSDP 
or broker.

The  percentage  of  the  voting  rights  required  for  special 
resolution  number  1  to  be  adopted  is  75%  of  the  voting 
rights  exercised  on  this  resolution  by  all  shareholders 
present  or  represented  by  proxy  and  entitled  to  vote  at 
the AGM.

Unless  shareholders  advise  their  CSDP  or  broker,  in  terms  of 
their agreement, by the cut-off time stipulated therein, that they 
wish  to  attend  the  AGM  or  send  a  proxy  to  represent  them, 
their CSDP or broker will assume that they do not wish to attend 
the AGM or send a proxy.

Additional  disclosure  requirements  in  terms  of  the  JSE  Listings 
Requirements

In compliance with the JSE Listings Requirements, the information 
listed below has been included in the Annual Report of which 
this notice of AGM forms part:
–  Major shareholders – refer to page 69 of the Annual Report.
–  Share  capital  of  Tharisa  –  refer  to  page  69  of  the  Annual 

Report.

Material changes

Other  than  the  facts  and  developments  reported  on  in  the 
Annual Report, there have been no material changes in the affairs 
or the financial position of the Company and its subsidiaries since 
the  date  of  signature  of  the  audit  report  and  the  date  of  this 
Notice of AGM.

Directors’ responsibility statement

The  directors,  whose  names  are  given  on  pages  32  and  33  of 
this  Annual  Report,  collectively  and  individually  accept  full 
responsibility  for  the  accuracy  of  the  information  pertaining  to 
special resolution number 1 and certify that to the best of their 
knowledge and belief there are no facts that have been omitted 
which would make any statement false or misleading, and that all 
reasonable enquiries to ascertain such facts have been made and 
that  special  resolution  number  1  contains  all  such  information 
required by law and the JSE Listings Requirements.

PROXIES

An ordinary shareholder entitled to attend and vote at the AGM 
is  entitled  to  appoint  a  proxy  or  proxies  to  attend  and  act  in 
his/her stead. A proxy need not be a member of the Company. 
For the convenience of registered members of the Company, a 
form of proxy is attached hereto.

The  attached  form  of  proxy  is  only  to  be  completed  by  those 
ordinary shareholders who:
–  hold ordinary shares in certificated form; or
–  are recorded on the sub-register in “own name” dematerialised 

form.

Ordinary  shareholders  who  have  dematerialised  their  ordinary 
shares through a central securities depository participant (CSDP) 
or  broker  other  than  with  “own  name”  registration  and  who 
wish  to  attend  the  AGM,  must  instruct  their  CSDP  or  broker 
to  provide  them  with  the  relevant  letter  of  representation  to 
attend the AGM in person or by proxy and vote. If they do not 
wish  to  attend  in  person  or  by  proxy,  they  must  provide  the 

Shareholders who are unsure of their status or the action they 
should take, are advised to consult their CSDP, broker or financial 
advisor.

The attached form of proxy must be executed in terms of the 
Company’s  Articles  of  Association  and  in  accordance  with  the 
relevant instructions set out on the form, and must be lodged 
with the Company’s transfer secretaries not less than 48 hours 
before  the  time  set  down  for  the  AGM.  If  required,  additional 
forms of proxy may be obtained from the transfer secretaries.

VOTING

In  accordance  with  the  Company’s  Articles  of  Association,  all 
resolutions put to a vote at the AGM shall be decided on a poll. 
Every shareholder of the Company shall have one vote for every 
share held in the Company by such shareholder.

If  you  are  in  any  doubt  as  to  what  action  you  should  take  in 
respect  of  the  resolutions  provided  for  in  this  notice,  please 
consult your CSDP, broker, banker, attorney, accountant or other 
professional advisor.

LODGEMENT OF FORMS OF PROXY

Forms of proxy should be lodged with the Company’s transfer 
secretaries,  Computershare 
Investor  Services  Proprietary 
Limited, 70 Marshall Street, Johannesburg, 2001, South Africa, or 
posted to the Company’s transfer secretaries at PO Box 61051, 
Marshalltown, 2107, South Africa, so as to be received by them by 
no later than 09:00 on Tuesday, 23 February 2016, in accordance 
with  clause  99  of  the  Company’s  Articles  of  Association. 
Any  shareholder  who  completes  and  lodges  a  form  of  proxy 
will  nevertheless  be  entitled  to  attend  and  vote  in  person  at 
the AGM.

By order of the Board

Sanet de Witt  
Joint Company Secretary 
South Africa 

7 December 2015

Lysandros Lysandrides
Joint Company Secretary
Cyprus

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Tharisa plc Annual Report 2015

 
Form of proxy

THARISA PLC
(Incorporated in the Republic of Cyprus with limited liability)
(Registration number: HE223412)
JSE share code: THA
ISIN: CY0103562118
(“Tharisa” or “the Company”)

This form of proxy relates to the Annual General Meeting (“AGM”) of shareholders of the Company to be held at Office 109, First 
Floor, S. Pittokopitis Business Centre, No 17 Neophytou Nicolaides and Kilkis Street, Paphos, Cyprus on Thursday, 25 February 2016 
at 09:00 (UTC +2) and should be completed by registered certificated shareholders and shareholders who have dematerialised their 
shares with “own name” registration.

All other dematerialised shareholders holding shares other than with “own name” registration who wish to attend the AGM must inform 
their CSDP or broker of their intention to attend the AGM and request their CSDP or broker to issue them with the relevant letter 
of representation to attend the AGM in person or by proxy and vote. Shareholders who do not wish to attend the AGM in person or 
by proxy must provide their CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into 
between them and the CSDP or broker. These shareholders must not complete this form of proxy.

This form of proxy should be read with the Notice of AGM. Please print clearly and refer to the notes at the end of this form for an 
explanation on the use of this form of proxy and the rights of the shareholder and the proxy.

I/We

of (address)

being the holder(s) of  

1. 

2. 

  Tharisa shares, hereby appoint (see notes 1 and 2):

of 

of 

or failing him/her

or failing him/her

the Chairman of the AGM, as my/our proxy to act for me/us and on my/our behalf at the AGM which will be held for the purpose of 
considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at any adjournment 
thereof; and to vote for and/or against the resolutions and/or abstain from voting in respect of the Tharisa shares registered in my/our 
name(s), in accordance with the following instructions (see note 3):

For

Against

Abstain

Ordinary business
Ordinary resolution 1 is non-binding and does not require a minimum threshold.
Ordinary resolutions 2 and 3 require support of a simple majority (more than 50%) of the 
votes exercised in respect of each resolution adopted.
Ordinary resolution number 1: Adoption of Annual Financial Statements
Ordinary resolution number 2: Re-appointment of external auditors
Ordinary resolution number 3.1: Re-election of John David Salter as a director
Ordinary resolution number 3.2: Re-election of Antonios Djakouris as a director
Special business
Ordinary resolutions 4 to 6 require support of a simple majority (more than 50%) of the votes 
exercised in respect of each resolution to be adopted.
Ordinary resolution 6 requires a 75% majority of the votes exercised to be adopted.
Ordinary resolution 7 is non-binding and does not require a minimum threshold.
Special resolution 1 requires support of at least 75% of the votes exercised to be adopted.
Ordinary resolution number 4: Control of authorised but unissued shares
Ordinary resolution number 5: Dis-application of pre-emptive rights
Ordinary resolution number 6: General authority to issue shares for cash
Ordinary resolution number 7: Approval, through a non-binding advisory vote, of the Group 
remuneration policy
Special resolution number 1: General authority to repurchase shares

Please indicate with an “X” in the space provided above how you wish your votes to be cast.

Signed at 

on 

2016

Signature
Assisted by (if applicable) (see note 7)

Tharisa plc Annual Report 2015

Notes to the form of proxy

1.  A  registered  shareholder  may  appoint  an  individual  as  a 
proxy, including an individual who is not a shareholder of the 
Company, to participate in, speak and vote at a shareholders’ 
meeting  on  his/her  behalf.  Should  this  space  be  left  blank, 
the proxy will be exercised by the Chairman of the meeting.

9.  The  Chairman  of  the  meeting  shall  be  entitled  to  decline 
or accept the authority of a person signing the form under 
a Power of Attorney or on behalf of a company, unless the 
Power of Attorney is deposited at the Company’s transfer 
secretaries not later than 48 hours before the meeting.

2.  The person whose name appears first on the form of proxy 
and  who  is  present  at  the  AGM  will  be  entitled  to  act  as 
proxy to the exclusion of those whose names follow.

3.  A proxy may delegate his/her authority to act on your behalf 
to another person, subject to any restriction set out in this 
proxy form.

4.  A shareholder’s instructions to the proxy must be indicated 
by  the  insertion  of  an  “X”,  or  the  number  of  votes 
exercisable  by  that  shareholder,  in  the  appropriate  box 
provided. The proxy is entitled to exercise, or abstain from 
exercising, any voting right of the shareholder at the AGM, 
but only as directed on this form of proxy.

5. 

If there is no clear indication as to the voting instructions to 
the proxy, the form of proxy will be deemed to authorise 
the proxy to vote or to abstain from voting at the AGM as 
he/she  deems  fit  in  respect  of  all  the  shareholder’s  votes 
exercisable.

6.  To be valid and counted, the completed form of proxy must 
be  lodged  with  the  transfer  secretaries  of  the  Company, 
Investor  Services  Proprietary 
namely  Computershare 
Limited,  70  Marshall  Street,  Johannesburg,  South  Africa, 
or  posted  to  PO  Box  61051,  Marshalltown,  2107,  South 
Africa,  to  reach  them  by  no  later  than  09:00  on  Tuesday, 
23  February  2016,  being  no  later  than  48  hours  before 
the  AGM  to  be  held  at  09:00  on  Thursday,  25  February 
2016, provided that the Chairman of the AGM may, in his 
discretion, accept proxies that have been delivered after the 
expiry  of  the  aforementioned  period  up  to  and  until  the 
time of commencement of the AGM, at his sole discretion.

7.  This  form  of  proxy  must  be  dated  and  signed  by  the 
shareholder appointing the proxy. The completion of blank 
spaces does not have to be initialled, but any alteration or 
correction made to this form of proxy must be initialled by 
the signatory/ies. A minor must be assisted by his/ her parent 
or guardian unless the relevant documents establishing his/
her legal capacity are produced or have been registered by 
the Company.

8.  Documentary evidence establishing the authority of a person 
signing this form of proxy in a representative capacity must 
be attached to this form of proxy unless previously recorded 
by the Company or waived by the Chairman of the AGM. 
CSDPs or brokers registered in the Company’s sub-register 
voting  on  instructions  from  beneficial  owners  of  shares 
registered in the Company’s sub-register, are requested to 
identify the beneficial owner in the sub-register on whose 
behalf they are voting and return a copy of the instruction 
from  such  owner  to  the  Company’s  transfer  secretaries, 
together with this form of proxy.

10.  The appointment of the proxy or proxies will be suspended 
at any time to the extent that the shareholder chooses to 
act directly and in person in the exercise of any of his/her 
rights as a shareholder at the AGM.

11.  The  appointment  of  the  proxy 

is  revocable  unless 
expressly stated otherwise in this form of proxy. The proxy 
appointment  may  be  revoked  by  cancelling  it  in  writing, 
or  making  a  later  inconsistent  appointment  of  a  proxy 
and  delivering  a  copy  of  the  revocation  instrument  to  the 
proxy  and  to  the  Company’s  transfer  secretaries.  Please 
note  the  revocation  of  a  proxy  appointment  constitutes 
a  complete  and  final  cancellation  of  the  proxy’s  authority 
to  act  on  behalf  of  the  shareholder,  as  of  the  date  stated 
in  the  revocation  instrument,  if  any,  or  the  date  on  which 
the revocation instrument was delivered to the Company’s 
transfer secretaries and the proxy, as aforesaid.

12.  The appointment of the proxy remains valid only until the 
end  of  the  AGM  or  any  adjournment  or  postponement 
thereof, unless it is revoked by the shareholder before then 
on the basis set out above.

Tharisa plc Annual Report 2015

Corporate information

THARISA PLC
Incorporated in the Republic of Cyprus with limited liability
Registration number: HE223412
JSE share code: THA    ISIN: CY0103562118

REGISTERED ADDRESS
Office 108 – 110
S. Pittokopitis Business Centre
17 Neophytou Nicolaides and Kilkis Streets
8011 Paphos
Cyprus

POSTAL ADDRESS
PO Box 62425
8064 Paphos
Cyprus

WEBSITE
www.tharisa.com

DIRECTORS OF THARISA
Loucas Christos Pouroulis (Executive Chairman) 
Phoevos Pouroulis (Chief Executive Officer) 
Michael Gifford Jones (Chief Finance Officer)
John David Salter (Lead Independent non-executive director) 
Ioannis Drapaniotis (Independent non-executive director) 
Antonios Djakouris (Independent non-executive director) 
Omar Marwan Kamal (Independent non-executive director)
Brian Chi Ming Cheng (Non-executive director)
Joanna Ka Ki Cheng (Alternate non-executive director)

JOINT COMPANY SECRETARIES
Lysandros Lysandrides
26 Vyronos Avenue
1096 Nicosia
Cyprus

Sanet de Witt
Eland House, The Braes
3 Eaton Avenue, Bryanston, Johannesburg 2021
South Africa
Email: secretarial@tharisa.com

INVESTOR RELATIONS
Sherilee Lakmidas
Eland House, The Braes
3 Eaton Avenue, Bryanston, Johannesburg 2021
South Africa
Email: ir@tharisa.com

TRANSFER SECRETARIES
Computershare Investor Services Proprietary Limited
Registration number: 2004/003647/07
70 Marshall Street
Johannesburg 2001
(PO Box 61051 Marshalltown 2107) South Africa

Cymain Registrars Limited
Registration number: HE174490
26 Vyronos Avenue
1096 Nicosia
Cyprus

SPONSOR
Investec Bank Limited
Registration number: 1969/004763/06
100 Grayston Drive
Sandown
Sandton 2196
(PO Box 785700 Sandton 2146) South Africa

AUDITORS
KPMG Limited (Cyprus) 
Registration number: HE132527
14 Esperidon Street
1087 Nicosia
Cyprus

www.tharisa.com