Governance
Quintel is private. No exchange requires this framework and no regulator audits most of it. It exists because the alternative for a mining company operating in eight jurisdictions is not neutral — it is worse.
A listed company is disciplined by disclosure rules, an exchange, index funds and analysts who are paid to ask awkward questions. A private company has none of that. It has a board, a set of policies and whatever culture it has managed to build — and mining is an industry where the gap between the policy and the culture is where people die and money disappears.
Quintel’s response is to voluntarily adopt the substance of the UK Corporate Governance Code, apply it as though the group were listed, and disclose against it. Where the group departs from the Code, the departure is stated and explained rather than omitted. There are currently two: the Chair is a founder and therefore not independent on appointment, and the group does not hold an annual general meeting open to the public because it has no public shareholders.
The board comprises eight directors, six of whom are independent non-executive directors. It met eight times in FY2025, of which two meetings were held at operating sites — Lubumba in March and Gamagara in September — with underground visits and unaccompanied conversations with the workforce built into the agenda.
A formal schedule of matters is reserved for the board and cannot be delegated. It includes group strategy, the annual budget and capital plan, any single investment above US$25 million, any new country entry, the mineral resource and ore reserve statement, the appointment or removal of an Engineer of Record for any tailings facility, and any decision to enter or exit a host government agreement.
Directors receive board papers seven days in advance as a standing rule. In FY2025 that rule was met for seven of the eight meetings; the exception is recorded in the governance section of the Annual Review, along with the reason.
The group runs a single risk register maintained by the executive committee and reviewed in full by the Audit and Risk Committee twice a year. Each principal risk has a named executive owner, a documented set of controls, an assurance source for each control and a stated risk appetite.
The eight principal risks currently on the register are: a fatality or catastrophic safety event; tailings facility failure; loss or material impairment of a mining title; corruption or fraud involving a public official; a major water-related environmental incident; sustained loss of logistics capacity at a bulk commodity operation; commodity price and currency volatility beyond the group’s financial policy limits; and failure to secure or maintain community consent at an operation.
Internal audit reports functionally to the Audit and Risk Committee and administratively to the Chief Financial Officer, with a right of direct access to the committee chair that has been exercised twice since 2019. The annual internal audit plan is approved by the committee, not by management.
Quintel operates in jurisdictions that appear in the lower half of most published corruption indices. The group states that plainly rather than around it, because the alternative — implying that the risk does not exist — would make every other claim on this page less believable.
The programme has four load-bearing elements. Facilitation payments are prohibited without exception, including in circumstances where they are customary and where refusing them causes delay and cost; the group has accepted specific, documented delays at three operations rather than pay them. All third parties acting for Quintel before a government are subject to due diligence, a written contract with audit rights and a cap on remuneration structures that could conceal a payment. Gifts and hospitality above a low threshold require pre-approval and are logged in a register reviewed by the Audit and Risk Committee. And all political donations, in any jurisdiction and in any amount, are prohibited.
Thirty-one due diligence reviews were conducted on third parties in FY2025. Four relationships were declined or terminated as a result. Both figures are published annually.
These apply to every employee, every director, every managed operation and every contractor working on a Quintel site. All are available in full on the reports page.
Anyone — an employee, a contractor, a supplier, a community member or a member of the public — can raise a concern about conduct at Quintel. Reports can be made by telephone, in writing, in person to any manager, or through an independently operated channel in eleven languages that is available around the clock and permits anonymous reporting.
Reports go to the General Counsel and, in parallel, to the chair of the Audit and Risk Committee. Neither site management nor the person’s line manager receives a report before it has been triaged. Retaliation against anyone who raises a concern in good faith is a dismissible offence, and that has been applied.
In FY2025 the group received 74 reports. Of those, 41 were substantiated in whole or in part, 26 were not substantiated, and 7 remained under investigation at year end. Nine resulted in dismissal. Categories and outcomes are published in aggregate in the Annual Review; individual reports are not, for reasons that should be obvious to anyone considering making one.
The group’s tax policy is short and its central commitment is that Quintel pays tax where value is created. The group does not use structures whose principal purpose is to shift profit out of host countries, does not hold intellectual property in low-tax jurisdictions in order to charge royalties to operating subsidiaries, and does not lobby for tax incentives that are not available to other operators in the same country.
Transfer pricing between group entities is conducted on an arm’s length basis and documented under OECD guidelines. Marketing and logistics services provided from Dubai are charged at a margin benchmarked annually by an external adviser, and the benchmark methodology is disclosed in the Tax Transparency Report.
Total payments to governments in FY2025 were US$412 million, disclosed by country, by entity and by payment type.
Board committees
Every committee reports to the board in full at the meeting following its own. Committee chairs are accountable for the report, not the executive whose area is being reviewed.
Chaired by Lars Henriksen · 6 meetings in FY2025
Integrity of financial reporting, effectiveness of internal control and internal audit, the group risk register, tax policy, and the appointment and independence of the external auditor. Meets privately with the external auditor without management present at least twice a year.
Chaired by Prof. Yolanda Neves · 5 meetings in FY2025
Safety performance and every high-potential incident group-wide, tailings governance and the Engineer of Record structure, climate targets and transition plan, water, biodiversity, closure provisioning, human rights due diligence and community consent. Meets before each board meeting and reports in full to the board.
Chaired by Nadia Belkacem · 4 meetings in FY2025
Executive remuneration policy and outcomes, the group-wide bonus framework, and the safety and sustainability gateway conditions that can reduce but never increase variable pay. No executive is present when their own remuneration is discussed.
Chaired by Helena Marchetti · 3 meetings in FY2025
Board composition, succession planning for the board and the executive committee, director induction and continuing development, the annual board effectiveness review, and the group’s governance framework.
Chaired by Iain Rutherford · Convened as required; 9 times in FY2025
Accuracy, completeness and timeliness of external disclosures, including production reporting, mineral resource and ore reserve statements, and sustainability data. Approves all material public statements before release.
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Transparency
Codes, standards, the payments-to-governments disclosure and the tax transparency report are available in the disclosure library.
