Caledonia Mining Corp Plc 6-K, filed Mar 22, 2022

Caledonia Mining Corp Plc (CMCL)

6-K 2022-03-22 For: 2022-03-22

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Added on July 08, 2026

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Caledonia Mining Corp Plc filed this 6-K on March 22, 2022.

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	CALEDONIA MINING CORPORATION PLC
	(Registrant)

	By:	/s/ Steve Curtis
Dated: March 22, 2022	Name:	Steve Curtis
	Title:	CEO and Director

Exhibit	Description

99.1	Notice of meeting
99.2	Management information circular
99.3	Form of proxy
99.4	Notice of Availability of Meeting Materials

DATED as of March 22, 2022.
	By order of the Board of Directors
	Caledonia Mining Corporation Plc

	(signed) “Leigh A. Wilson”

	Leigh A. Wilson
	Chairman

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS			1
MANAGEMENT INFORMATION CIRCULAR			4
SOLICITATION OF PROXIES			4
APPOINTMENT AND REVOCATION OF PROXIES			5
EXERCISE OF DISCRETION BY PROXIES			5
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF			5
RECORD DATE			5
QUORUM REQUIREMENTS			6
NOTICE AND ACCESS			6
VOTING BY REGISTERED SHAREHOLDERS			6
NON-REGISTERED SHAREHOLDERS			6
ELECTRONIC VOTING INSTRUCTIONS VIA THE CREST VOTING SYSTEM (DEPOSITARY INTEREST HOLDERS)			8
INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON			8
PRESENTATION OF FINANCIAL STATEMENTS			8
REAPPOINTMENT OF DIRECTORS			9
Bankruptcy, Insolvency and Cease-Trade Order			10
REAPPOINTMENT OF AUDITOR			10
REAPPOINTMENT OF AUDIT COMMITTEE MEMBERS			11
OTHER MATTERS TO BE ACTED UPON			11
PERFORMANCE GRAPHS			18
Compensation Discussion and Analysis			19
Option-based awards			21
Compensation governance			21
Summary Compensation Table			22
Awards – value vested or earned during the year			23
Outstanding share-based awards and option-based awards			23
Termination and Change of Control Benefits			23
DIRECTOR COMPENSATION TABLE			24
CORPORATE GOVERNANCE PRACTICE			25
Mandate of the Board			25
Director Tenure			27
Board Composition			27
Majority Voting Policy			27
Diversity			28
Board Committees			28
Audit Committee			29
ADDITIONAL INFORMATION			29
APPENDIX “A”			31
APPENDIX “B”			36
APPENDIX “C”			57

DATED as of March 22, 2022.
	By order of the Board of Directors
	Caledonia Mining Corporation Plc

	(signed) “Leigh A. Wilson”

	Leigh A. Wilson
	Chairman

Name, Office Held and Municipality of Residence	Principal Occupations during past 5 years	Director Since and Independence Status	Number of Common Shares* As of March 22, 2022
Leigh A. Wilson^{(2)(3)(4)(5)(7)(8)} Non-Executive Director Stuart, Florida, USA	Chairman of the Victory Portfolios	2012 Independent	40,000
Steven Curtis^(5)(6)(7) Chief Executive Officer & Director Johannesburg, South Africa	Chief Executive Officer & Director of the Company	2008 Non-Independent	189,566
Mark Learmonth⁽⁵⁾⁽⁷⁾ Chief Financial Officer & Director Jersey, Channel Islands	Chief Financial Officer & Director of the Company	2014 Non-Independent	168,262
Dana Roets^(5)(6)(7) Chief Operations Officer & Director Johannesburg, South Africa	Chief Operations Officer & Director of the Company	2022 Non-Independent	Nil
John Kelly^{(1)(2)(3)(4)(5)(7)} Non-Executive Director New Canaan, Connecticut USA	Managing Partner of Active Capital Partners LLC (From January 2018). Independent Trustee, The Victory Funds (From February 2015). Non-Executive Member of CrossRoad LLC (From May 2009). Partner, McCarvill Capital Partners (September 2016 to September 2017).	2012 Independent	16,330
Johan Holtzhausen ^{(1)(2)(4)(5)(6)(7)} Non-Executive Director Western Cape, South Africa	Business consultant and Independent Director of DRDGOLD Limited	2013 Independent	21,025
Nick Clarke^(4)(6)(7) Non-Executive Director East Molesey, United Kingdom	Chairman and formerly Chief Executive Officer of Central Asia Metals Plc	2019 Independent	Nil
Geralda Wildschutt^(1)(3)(4)(7) Non-Executive Director Johannesburg, South Africa	Founder and CEO of Maisha Social Solutions Pty Ltd Board member of SAICA ED Pty Ltd Board member of The Hope Factory Trustee of the Anglo American Namibia Foundation Sustainability Consultant Gold Fields (2017, 2018)	2021 Independent	Nil

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights as at March 22, 2022	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity compensation plans approved by securityholders	10,000	$7.35	1,273,312
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	10,000	$7.35	1,273,312

Name	Role	Exercise Price Can$	Expiry Date	Number of Options
P Chidley	Consultant	^*9.30	August 25, 2024	5,000
P Durham	Consultant	^*9.30	August 25, 2024	5,000
TOTAL				10,000

	31-Dec-17	31-Dec-18	31-Dec-19	31-Dec-20	31-Dec-21
GDXJ	$97.40	$88.36	$118.39	$151.58	$118.45
Common Shares	$106.14	$87.86	$120.71	$226.86	$166.57

	31-Dec-15	31-Dec-16	31-Dec-17	31-Dec18	31-Dec-19	19-June-20
S&P/TSX Composite Index	Can$88.91	Can$104.48	Can$110.78	Can$97.88	Can$120.4	Can$105.75
Common Shares	Can$117.39	Can$210.14	Can$268.12	Can$204.35	Can$318.84	Can$662.90

Name (a)	Option-based awards – Value vested during the year ($) (b)	Share-based awards – Value vested during the year ($) (c)	Non-equity incentive plan compensation – Value earned during the year ($) (d)
Steven Curtis	-	-	-
Mark Learmonth	-	-	-
Caxton Mangezi	-	-	-
Dana Roets	-	-	-
Adam Chester	-	-	-

		Option-based Awards			Share-based Awards
Name	Number of securities underlying unexcercised options (un-consolidated) (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($) (1)	Market or payout value of vested share-based awards not paid out or distributed ($)
Steven Curtis	-	-	-	-	25,316	295,185	-
Mark Learmonth	-	-	-	-	15,653	182,514	-
Caxton Mangezi	-	-	-	-	32,096	374,239	-
Dana Roets	-	-	-	-	15,966	186,164	-
Adam Chester	-	-	-	-	3,509	126,323	-

	Termination	Termination following a change of control ($)
Steven Curtis	1,527,864	1,917,770
Mark Learmonth	1,195,591	1,538,111
Dana Roets	937,487	1,557,702
Caxton Mangezi	2,628,467	1,566,424
Adam Chester	445,069	968,375

Name	Directors Fees earned ($)	Share based awards ($)	Option-based awards granted in year ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other Compensation ($)	Total ($)
Leigh Wilson	90,000	-	-	-	-	-	90,000
John McGloin*	90,000	-	-	-	-	-	90,000
John Kelly	90,000	-	-	-	-	-	90,000
Johan Holtzhausen	90,000	-	-	-	-	-	90,000
Nick Clarke	90,000	-	-	-	-	-	90,000
Geralda Wildschutt*	76,936	-	-	-	-	-	76,936

Committee	Audit	Compensation	Corporate Governance	Nomination	Technical	Strategic Planning	ESG
Number of meetings held during the year	4	3	3	3	6	3	2
Absences	-	-	-	-	Mr. Curtis was absent from the meeting held on September 16, 2021, and Mr. Holtzhausen was absent from the meeting held on May 17, 2021	-	-

1. Board of Directors (a) Disclose the identity of Directors who are independent.		The Company has determined that 5 of its current 8 Directors are “independent”, within the meaning of NI 58-101. The following Directors are “independent”: - Johan Holtzhausen - John Kelly - Leigh Wilson - Nick Clarke - Geralda Wildschutt
(b) Disclose the identity of Directors who are not independent, and describe the basis for that determination.		Each of Steven Curtis, Dana Roets and Mark Learmonth is not “independent” within the meaning of NI 58-101. Messrs. Curtis, Roets and Learmonth are full-time paid executive officers.
(c) Disclose whether or not a majority of Directors are independent, describe what the Board does to facilitate its exercise of independent judgment in carrying out its responsibilities.		As per (a) and (b) above, a majority of the Directors are “independent”, within the meaning of NI 58-101.
(d) If a Director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the Director and the other issuer.		The only Directors who act as a director of other reporting issuers (or the equivalent) and the names of the reporting issuers are: Johan Holtzhausen – DRDGOLD Limited Nick Clarke – Central Asia Metals Plc
(e) Disclose whether or not the independent Directors hold regularly scheduled meetings at which non-independent Directors and members of management are not in attendance. If the independent Directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent Directors do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent Directors.		The Company usually holds at least one regularly scheduled in-person Board meeting annually, held in conjunction with the annual general meeting of Shareholders, occasional other in-person meetings and a number of regularly scheduled or special telephone conference Board meetings each year. Due to the travel restrictions resulting from the COVID-19 pandemic, most meetings were held via the internet in 2021. The agendas of these meetings occasionally include the holding of a meeting “in camera” which excludes participation by executive Directors representing management of the Company. For instance, an “in camera” session took place during the Audit Committee meeting held on March 17, 2021 at which the financial statements for the year ending December 31, 2021 were considered. Open and candid discussion is encouraged at all meetings and especially during “in camera” sessions. Meetings only include meetings of the independent Directors if such a meeting is requested by an independent Director. In 2021 there was a total of 12 meetings of the Board of Directors and no meetings were requested to be attended only by independent Directors.
(f) Disclose whether or not the chair of the Board is an independent Director. If the Board has a chair or lead Director who is an independent Director, disclose the identity of the independent chair or lead Director, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead Director that is independent, describe what the Board does to provide leadership for its independent Directors.		Leigh Wilson, the Chairman of the Board, is independent. The Chairman of the Board has the responsibility of overseeing the efficient operation of the Board and its committees.

(g) Disclose the attendance record of each Director for all Board meetings held since the beginning of the issuer’s most recently completed financial year.		The Company held 12 Board meetings in 2021. Each Director attended all of the Board meetings in 2021 except for: - Mr. Learmonth who was absent from the meeting held on February 2, 2021. - Mr. Clarke who was absent from the meeting held on November 5, 2021. - Mr. McGloin, who resigned from the Board in February 2022, was absent from the meeting held on October 28, 2021.
2. Board Mandate Disclose the text of the Board’s written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities.		The Company has a written Charter of the Board of Directors. It can be viewed on the Company’s website.
3. Position Descriptions (a) Disclose whether or not the Board has developed written position descriptions for the Chair and the Chair of each Board committee. If the Board has not developed written position descriptions for the Chair and/or the Chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position.		The Board has established position descriptions for the Chairman of the Board as well as for the chairman of each committee. The primary responsibility of the chairman is to ensure that the Board and its committees are operating effectively and meet the objectives set in their respective charters. Committee chairs report periodically to the Board - usually in Board meetings. The composition of the committees can be found on the Company’s website in the Corporate Governance section and in the section entitled “REAPPOINTMENTS OF DIRECTORS” of the Circular.
(b) Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the CEO.		The Charter of the Board of Directors sets out a written position description for the role of the Chief Executive Officer of the Company.
4. Orientation and Continuing Education (a) Briefly describe what measures the Board takes to orient new Directors regarding (i) the role of the Board, its committees and its Directors, and (ii) the nature and operation of issuer’s business		The normal orientation for a new Director includes meeting with the other Directors and the senior management of the Company and visiting the mine operation in Zimbabwe. The goal is to provide a new Director with a history of the Company and provide a briefing of the key strategies and issues that the Company is currently facing. In addition, particularly if the Director is new to the role of director, the orientation also includes a briefing of his/her responsibilities, regarding the legal responsibilities of being a Director and an insider of the Company. The orientation includes a discussion on how the Board and its committees function including the anticipated time commitments. The new Director is provided with the relevant documentation including the Company’s corporate governance documents. A new Director is invited to meet the key members of management and to study the Company’s material documents and recently published materials. All of the Directors, other than Ms Wildschutt (because of current travel restrictions due to the COVID-19 pandemic), have visited the operating mine in Zimbabwe. The Directors also undertake training with the Nomad appointed in terms of the AIM rules to ensure they are aware of the rules established for AIM listed companies.
(b) Briefly describe what measures, if any, the Board takes to provide continuing education for its Directors. If the Board does not provide continuing education, describe how the Board ensures that its Directors maintain the skill and knowledge necessary to meet their obligations as Directors.		The Company does not provide formal continuing education for its Directors except if and when a Director makes a request. Directors are encouraged to attend relevant seminars and other educational presentations when they are available. The Corporate Governance Committee is responsible for conducting an annual review of the performance of the Board and its committees and in 2021 retained the services of a third party provider to facilitate the review.

5. Ethical Business Conduct (a) Disclose whether or not the Board has adopted a written code for the Directors, officers and employees. If the Board has adopted a written code: (i) disclose how a person or company may obtain a copy of the code; (ii) describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and (iii) provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a Director or executive officer that constitutes a departure from the code.		The Board expects Directors, officers and employees to behave ethically at all times and has adopted a written code and policy, the Code of Business Conduct, Ethics and Anti-Bribery Policy, with the most recent version adopted on November 10, 2020, which can be found on the Company’s website at www.caledoniamining.com in the Corporate Governance section. The Board does not formally monitor compliance with the Code but the Code obliges Directors, officers, employees and contractors to report unethical behaviour including bribery and corruption to the Company’s Anti-Bribery Officer, includes a “whistleblower hotline”, requires the business to maintain gift and hospitality registers and also to perform due diligence on significant third party suppliers and contractors and also contains general guidance on anti-bribery and anti tax evasion. Directors have been given training on the contents of the Code and would normally be alert to any violation of the Code through the typical reporting structure of the business and because the Code has been formally circulated to and acknowledged by staff who are expected to be aware of and comply with its provisions. There were no reported incidents relating to the Company’s Code of Business Conduct, Ethics and Anti-Bribery Policy. The Anti-Bribery Policy in the Code sets out the relevant legal requirements of the jurisdictions under which the business of the Company is governed.
(b) Describe any steps the Board takes to ensure Directors exercise independent judgment in considering transactions and agreements in respect of which a Director or executive officer has a material interest.		Directors are required to disclose any actual or potential conflict of interest situation. As such, the Director must excuse themself from any such discussions and refrain from voting on any such issues. The chairman may also request that a Director excuse themself or abstain from voting on an issue if the chairman feels that there may be a conflict.
(c) Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct.		There is a general prevailing awareness by the Directors that they are expected to cause the Company to maintain ethical business conduct. The Company’s general counsel is mandated by the Board to provide training to current and future staff of the Company’s group on ethical conduct and in particular on awareness and understanding of the Company’s Code of Business Conduct, Ethics and Anti-Bribery Policy.
6. Nomination of Directors (a) Describe the process by which the Board identifies new candidates for Board nomination.		The Company’s Nomination Committee consists of all of the independent Directors. The Nomination Committee is responsible for identifying and sourcing nominees for the Board if and when the Board determines that a new Director should or must be appointed and is also responsible for succession planning. The Nomination Committee retained the services of Spencer Stuart South Africa (Pty) Ltd, an executive search and selection firm, (“Spencer Stuart”) in November 2020 to source potential female candidates for nomination to the Board, culminating in the appointment of Ms Geralda Wildschutt in February 2021. Spencer Stuart has also recently been retained to search for a further non-executive director. Furthermore, all Directors recognise the value of having persons on the Board who can contribute and all Directors therefore have an open mandate to stay alert to identifying persons who would be potentially valuable additions to the Board and to make recommendations in that regard to the Nomination Committee.
(b) Disclose whether or not the Board has a nominating committee composed entirely of independent Directors. If the Board does not have a nominating committee composed entirely of independent Directors, describe what steps the Board takes to encourage an objective nomination process.		The Nomination Committee is comprised of all of the independent Directors.
(c) If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.		See above. Also refer to the charter of the Nomination Committee which is available on the Company’s website.
7. Compensation (a) Describe the process by which the Board determines the compensation for the issuer’s Directors and officers.		The Company has prepared the compensation report “Compensation Discussion and Analysis” included in this Circular. Further discussion of the Company’s compensation policy can be found in the charter of the Compensation Committee which is available on the Company’s website.

(b) Disclose whether or not the Board has a compensation committee composed entirely of independent Directors. If the Board does not have a compensation committee composed entirely of independent Directors, describe what steps the Board takes to ensure an objective process for determining such compensation.		Directors’ and officers’ compensation is generally considered by the Compensation Committee of the Board, which comprises of three independent Directors.
(c) If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.		The principal responsibilities of the Compensation Committee are to review the fees and compensation for the Directors and the executive officers, and to prepare the compensation report for disclosure to Shareholders in this Circular.
8. Other Board Committees If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.		(i) The primary role of the Corporate Governance Committee is to develop and implement corporate governance principles and policies established by the Board and to ensure that these principles are regularly reviewed, updated and adhered to. (ii) The function of the Disclosure Committee is to maintain a current awareness of the disclosure requirements applicable to publicly traded companies and as required by the rules of the securities regulatory authorities having jurisdiction. The Committee and its members are expected to ensure that the disclosures by the Company are in compliance with those requirements. (iii) The function of the Technical Committee is to communicate with management on matters of a technical nature and advise the Board as and when technical issues are discussed that require the Board to resolve a course of action. (iv) The function of the Strategic Planning Committee is to understand, analyse, formulate and monitor the strategic direction proposed by management to the Board. (v) The function of the ESG Committee is primarily to assist the Board with its duties and responsibilities in evaluating and overseeing the pursuance of the Company’s goals in the areas of environmental, social and governance (ESG), and reporting on the Company’s progress in these areas.
9. Assessments Disclose whether or not the Board, its committees and individual Directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the Board satisfies itself that the Board, its committees, and its individual Directors are performing effectively.		The Corporate Governance Committee retained the services of Deloitte in 2021 to facilitate an evaluation of the performance of the Board and its committees and the results were presented at the Committee’s meeting in November 2021. The Company intends to continue to perform an annual evaluation facilitated by a third party.
10. Director Term Limits and Other Mechanisms of Board Renewal Disclose whether or not the issuer has adopted term limits for the Directors on its Board or other mechanisms of Board renewal and, if so, include a description of those Director term limits or other mechanisms of Board renewal. If the issuer has not adopted Director term limits or other mechanisms of Board renewal, disclose why it has not done so.		See page 27 of the Circular under “Director Tenure”
11. Policies Regarding the Representation of Women on the Board (a) Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women Directors. If the issuer has not adopted such a policy, disclose why it has not done so. (b) If an issuer has adopted a policy referred to in (a), disclose the following in respect of the policy: (i) a short summary of its objectives and key provisions, (ii) the measures taken to ensure that the policy has been effectively implemented, (iii) annual and cumulative progress by the issuer in achieving the objectives of the policy, and (iv) whether and, if so, how the Board or its nominating committee measures the effectiveness of the policy.		See page 28 of the Circular under “Diversity”.

Version	3
Date	November 2020
Status	In effect
Author	General Counsel

Date	Revision #	Description of Change	Author

July 2017	1	Inclusion of references to NYSE American LLC, deletion of references to OTCQX, changes to definitions of independence in relation to directors and composition of audit, compensation and nomination committees to comply with NYSE American LLC Company Guide	General Counsel

November 2020	2	Inclusion of references to UK QCA Corporate Governance Code, deletion of references to TSX, inclusion of recommendation for non-executive directors to notify Company Secretary if their interest is 10% or more of personal wealth, for independence evaluation	General Counsel

Version	4
Date	September 2021
Status	In effect
Author	General Counsel