1. Purpose and commitment
This Charter sets out the governance and responsible-investment principles of Gain Africa Investments (Pty) Ltd. Its purpose is to support lawful, ethical, technically credible, commercially disciplined and responsibly managed investment and operating decisions across Sub-Saharan Africa.
Gain Africa recognises that mining projects can create substantial economic and social value, but also carry material safety, environmental, community, financial and governance risks. The Group therefore seeks to integrate responsible conduct into opportunity screening, transaction approval, implementation and portfolio monitoring.
2. Scope
The Charter applies to Gain Africa Investments and, to the extent of Gain Africa's ownership, control, contractual rights or influence, to:
- wholly owned and controlled portfolio companies;
- project companies and special-purpose entities;
- joint ventures and consortium arrangements;
- directors, employees, secondees and authorised representatives;
- consultants, agents, contractors and material suppliers; and
- investment and operating partners where relevant obligations are incorporated into agreements.
Local law and definitive transaction documents prevail where they impose stricter or more specific requirements.
3. Board and investment oversight
Material investment and operating decisions must be taken under documented authority. Gain Africa will maintain proportionate governance arrangements that include:
- clear roles for the Board, executives, committees and delegated decision-makers;
- recorded approval thresholds and segregation of duties;
- documented investment recommendations and decision records;
- periodic financial, operational, risk and compliance reporting;
- management of related-party transactions and conflicts; and
- escalation of material safety, environmental, legal, integrity and performance concerns.
4. Investment and counterparty due diligence
Before a material commitment, Gain Africa will conduct or commission due diligence proportionate to the nature, stage, jurisdiction and risk of the opportunity. Assessment may include:
- mining title, ownership, beneficial ownership and authority to transact;
- geological, resource, reserve, production and technical evidence;
- mine plans, processing assumptions, infrastructure and equipment requirements;
- commercial, financial, tax and funding considerations;
- environmental approvals, closure and rehabilitation obligations;
- health, safety, labour and community risks;
- litigation, regulatory standing, sanctions and adverse integrity information;
- management capability and implementation readiness; and
- the proposed transaction structure, risk allocation and exit considerations.
No website submission or preliminary discussion constitutes an investment approval or commitment.
5. Ethics, anti-bribery and conflicts
Gain Africa has zero tolerance for bribery, fraud, facilitation payments, secret commissions, improper inducements, money laundering and deliberate misrepresentation.
Directors, employees and representatives must disclose actual, potential or perceived conflicts of interest. Conflicts must be recorded, assessed and managed through recusal, independent review, enhanced controls or termination of the relevant arrangement where necessary.
Payments and benefits must have a lawful purpose, proper supporting documentation, authorised recipients and transparent accounting treatment.
6. Environmental and social responsibility
Gain Africa expects projects to identify, assess and manage environmental and social impacts in accordance with applicable law and the project's risk profile. This includes, where relevant:
- environmental and social impact assessment;
- water, energy, waste, emissions, pollution and biodiversity management;
- tailings, hazardous materials and emergency preparedness;
- land access, resettlement and livelihood considerations;
- progressive rehabilitation, closure planning and financial provisioning;
- community engagement, grievance mechanisms and transparent commitments; and
- monitoring, reporting and corrective action.
7. Mine health and safety
Health and safety are fundamental conditions of responsible mining. Gain Africa expects projects and operating partners to comply with applicable mine health and safety law, maintain competent legal appointments, identify and control hazards, provide suitable training and protective equipment, investigate incidents and work toward zero harm.
Serious or repeated safety failures must be escalated and may lead to corrective action, suspension of activities, reconsideration of the relationship or withdrawal where lawful and appropriate.
8. Human rights, labour and communities
Gain Africa supports respect for internationally recognised human rights and lawful labour practices. The Group will not knowingly support forced labour, child labour, unlawful discrimination, harassment or abusive security practices.
Projects should engage affected communities in a timely and culturally appropriate manner, respect lawful land and resource rights, communicate material impacts, maintain accessible grievance channels and manage commitments transparently.
Gain Africa seeks to promote local employment, procurement, skills transfer, enterprise development and value addition where commercially viable and consistent with applicable law.
9. Responsible supply chains
Material suppliers and contractors should be selected through fair, documented and risk-appropriate processes. Due diligence may consider ownership, capability, safety, quality, legal standing, sanctions, environmental practices, labour standards and beneficial ownership.
Gain Africa will not knowingly procure unlawfully extracted minerals or support supply chains involving bribery, fraud, serious human-rights abuse or deliberate evasion of legal requirements.
10. Information, privacy and cybersecurity
Corporate, project, technical, personal and transaction information must be collected, accessed, shared, retained and disposed of according to its purpose, sensitivity and legal requirements.
Gain Africa applies proportionate controls including access restriction, confidentiality obligations, secure transfer, vendor management, backup, incident response and POPIA-aligned personal-information practices.
11. Speak-up and non-retaliation
Concerns about fraud, corruption, conflicts, safety, environmental harm, human-rights issues, data misuse or other misconduct should be raised promptly through an appropriate management or governance channel.
Good-faith reporting must not result in retaliation. Reports should be handled confidentially to the extent reasonably possible, assessed objectively and investigated by persons with appropriate independence and competence.
12. Monitoring, accountability and review
Gain Africa will monitor material investments and controlled entities through proportionate financial, operational, safety, environmental, social, legal and integrity reporting. Identified deficiencies should be addressed through time-bound corrective actions and appropriate escalation.
This Charter will be reviewed periodically and may be updated to reflect changes in law, organisational structure, operating experience and recognised responsible-business practice.