Caledonia Mining Corporation plc ABOUT OPERATIONS INVESTORS ESG MEDIA CONTACT ABOUTCorporate Governance Directors & Management Corporate Governance Caledonia endorses and is committed to the principles of good corporate governance and corporate citizenship. Overall responsibility for governance lies with the board of directors of Caledonia (the “Board”) which has adopted a number of charters and policies with reference to the laws, codes and guidelines that apply in the multi-jurisdictional environment in which Caledonia and its group of companies operate (i.e. with reference to those of Jersey, Southern Africa, the UK, Canada and the USA). In particular, it has adopted the UK’s Quoted Companies Alliance Corporate Governance Code. CHAIRMAN’S CORPORATE GOVERNANCE STATEMENT “As Chairman, I am principally responsible for setting the ethical tone of the Board and the Company, providing overall leadership to the Board without limiting the principle of collective responsibility of the Board for its decisions and for considering and approving the long-term strategy and vision for the Company. I, together with my fellow Board members, recognise the importance of good corporate governance which supports the Company’s medium-to long-term success. Notwithstanding adherence by the Company to the governance laws and principles that are relevant to the Company by virtue of its multi-jurisdictional operating environment, the Board has decided, in particular, to apply the principles of the Quoted Companies Alliance Corporate Governance Code. The Code sets out best practices for small to medium companies and we have outlined the ten principles of the Code and explained how the Company has applied them in the document below entitled “THE QUOTED COMPANIES ALLIANCE’S TEN PRINCIPLES OF CORPORATE GOVERNANCE AND HOW CALEDONIA APPLIES THEM”. The Company has two executive Directors and five independent non-executive Directors, thus ensuring a high level of independent views on the Board. All major decisions relating to the business are made by the Board as a whole, supported by the work of its Committees and their recommendations. The Board will continue to review the composition of the Board and its Committees as the Company grows and evolves. The Directors have a wealth of experience from diverse professional and personal backgrounds. I am responsible for leading the Board, including ensuring that an appropriate level of diversity is maintained to promote distinct perspectives, and for implementing a robust governance framework. The CEO is responsible for leading the business in its strategic pursuits and for ensuring that the Company’s business model is implemented effectively and in line with the Company’s values. The Board meets at least quarterly and as required from time to time to consider specific issues required for decision by the Board. Amongst other things, the Board is responsible for setting the Company strategy, ensuring corporate governance is of an appropriate standard, approves the business plan and appoints the CEO. The Board reviews key business risks regularly, including the financial and non-financial risks facing the business.” Leigh A Wilson November 2020 CORPORATE GOVERNANCE VIEW DOWNLOAD Charter of the Corporate Governance Committee view download Charter of the Technical Committee view download Charter of the Audit Committee view download Charter of the ESG Committee view download Charter of the Board of Directors view download THE QUOTED COMPANIES ALLIANCE’S TEN PRINCIPLES OF CORPORATE GOVERNANCE AND HOW CALEDONIA APPLIES THEM view download Charter of the Compensation Committee view download Charter of the Strategic Planning Committee view download Charter of the Nomination Committee view download Code of Business Conduct, Ethics and Anti-Bribery Policy view download Disclosure Policy view download Blanket Mine SHE Policy view download Privacy Policy view download Environmental Policy view download Human Rights Policy view download Share Dealing Code view download 2015 Omnibus Equity Incentive Compensation Plan (amended January 2020) view download Supplier Charter view download Directors of Caledonia who are members of each committee, as well as the Disclosure Committee which is responsible for overseeing the Disclosure Policy, are detailed in the table below (C denotes chair of committee): WILSON KELLY HOLTZHAUSEN MCGLOIN CURTIS LEARMONTH CLARKE WILDSCHUTT Audit ✔ ✔(C) ✔ Governance ✔ ✔(C) ✔ ✔ Compensation ✔ ✔(C) ✔ Nomination ✔(C) ✔ ✔ ✔ ✔ ✔ Strategic Planning ✔(C) ✔ ✔ ✔ ✔ ✔ ✔ ✔ Technical ✔ ✔ ✔ ✔(C) Disclosure ✔ ✔ ESG ✔ ✔ ✔ ✔(C) Whistle Blowing Policy If employees or third parties are aware of any illegal or unethical behaviour, the Company has an anonymous externally facilitated whistleblowing hotline to which they may report any misconduct or violations of our ethical standards. It is the responsibility of all employees and suppliers to report any actual or presumed misconduct or violations of ethics standards. If you wish to report an incident please follow the link below: https://www.whistleblowing.co.za/make-a-report-steps/ Caledonia’s unique hotline number is 0800 007 139 or call: 086 000 5050 (South Africa) +27 31 308 0600 (international) © 2021 Caledonia Mining Corporation Plc Website by Brighter*IR Privacy Policy Disclaimer COVID-19 Follow us on twitter Caledonia Mining Corporation Plc Head and Registered Office B006 Millais House Castle Quay St Helier Jersey JE2 3EF +44 1534 679800 info@caledoniamining.com Caledonia Mining South Africa 4th Floor, No. 1, Quadrum Office Park Constantia Boulevard Floracliffe, South Africa +27 11 447 2499 PLEASE NOTE: CALEDONIA MINING CORPORATION PLC DOES NOT RECRUIT STAFF PUBLICLY. PLEASE IGNORE ANY EMAILS REGARDING EMPLOYMENT OPPORTUNITIES. WARNING: There are reports of persons in Zimbabwe illicitly posing as employees of the group acting in a procurement capacity, in particular fraudsters pretending to act on behalf of Blanket Mine and contacting mining suppliers to obtain equipment by deception. Anyone who is approached by a person purporting to act for Blanket Mine or Caledonia with a view to supplying goods or services should always check that the purported company representatives are genuine employees and if you have any doubts please contact us. Neither Caledonia nor Blanket Mine can be held responsible for any failure by third parties to check the authenticity of order enquiries or persons holding themselves out as acting on our behalf and accordingly any loss they may suffer as a result. STOCK ENQUIRIES: For enquiries about exchanging pre-consolidation shares pursuant to our share consolidation in 2017, please contact Computershare Investor Services Inc. directly at their National Customer Contact Centre on 1-800-564-6253 (between 8:30 am – 8:00 pm EST) or by e-mail to corporateactions@computershare.com or via the internet at https://www-us.computershare.com/Investor/Contact/Enquiry. For all other queries about shares or depositary interests (e.g. lost or missing share certificates; shareholdings by a deceased estate; and transfers) please contact our share registrar and transfer agent Computershare at the following: Investor Centre website: www.computershare.com/investor Telephone inquiries: 1-800-736-3001 (US, Canada, Puerto Rico) 1-781-575-3100 (non-US) Written requests: Computershare, P.O. Box 505000, Louisville, KY 40233-5000 By overnight delivery: Computershare, 462 South 4th Street, Suite 1600, Louisville KY 40202 Email: web.queries@computershare.com Shareholder Online Inquiries: https://www-us.computershare.com/investor/Contact