Set out in the document below is the Pembridge Resources plc Directors' Remuneration Policy. This will be proposed for a binding vote at the 2020 accounts meeting of Pembridge Resources plc on 21 September 2020. If approved the policy will take effect immediately after the end of that meeting. The Directors’ Remuneration Policy applies to both executive and non-executive directors. Executive remuneration is considered by the Remuneration Committee which comprises the two non-executive directors. Non-executive remuneration is considered by the Board. The Directors’ Remuneration Policy takes into account the following:

• The need to attract, retain and motivate individuals who will ensure successful leadership and management of the company;
• The general aim to reward all employees fairly according to their role and performance;
• Remuneration packages offered by similar companies;
• The need to align interests of shareholders with the long-term interests of the company; and
• The need to be flexible with regard to operational changes during the life of the policy.

This statement is made pursuant to section 54(1) of the Modern Slavery Act 2015 (the “Act”) and sets out the approach which Pembridge Resources plc and its affiliates (together, “Pembridge Resources Group”) have taken to understand all potential modern slavery risks related to their business and the actions undertaken to mitigate any such risks.

In compliance with section 54(1) of the Act, any company practicing business in the UK which supplies goods or services and has achieved a total annual turnover of £36 million or more, is required to publish an annual statement setting out the steps it has taken to ensure that slavery and human trafficking are not occurring in its supply chain or any part of its business.

The Board of Directors met to confirm and agree that on relisting to the standard segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange in [September] 2018, the Pembridge Resources Group shall be in compliance with the Act.

Pembridge Resources Group’s direct supply chain is not extensive in nature and primarily consists of companies providing mining services. In order to meet its business requirements, Pembridge Resources Group strives to ensure that only high quality suppliers are utilised. Accordingly, Pembridge Resources Group employs a stringent selection and risk assessment process whereby suppliers are only appointed who fully comply with Pembridge Resources Group’s corporate and ethical standards.

To the extent that Pembridge Resources Group engages in any joint venture, it will ensure that, insofar as it may be within Pembridge Resources Group’s ability to do so, its joint venture partners, and in particular any such partner acting on behalf of Pembridge Resources Group in the capacity as operator of an asset, when contracting with a third party, such third parties will follow guidelines which are compliant with Pembridge Resources Group’s policies. Any such third party contracting is therefore also stringently risk assessed against Pembridge Resources Group’s corporate and ethical standards.

Due to the nature of Pembridge Resources Group’s business activities and its approach to governance, we have assessed that there is very low risk of slavery and human trafficking in Pembridge Resources Group’s business and direct supply chain. Pembridge Resources Group aims to periodically review the effectiveness of the relevant policies and procedures that are in place. Pembridge Resources Group does not have key performance indicators in relation to slavery or human trafficking as any instance would be a breach of law and/or Pembridge Resources Group’s company policies.

The Board of Directors is committed to delivering high standards of corporate governance and a key element of this is to manage Pembridge Resources Group in a socially responsible way. Pembridge Resources Group aims to employ the highest ethical and professional standards and always to comply with all laws and regulations applicable to its business. It follows that Pembridge Resources Group is committed to preventing slavery and human trafficking in its corporate activities and its supply chain. This commitment is set out in Pembridge Resources Group’s company policies which must be adhered to by all employees, agents and consultants.