Nov 21, 2019

Brian Gilbertson to Step Down as Chairman of Gemfields; Martin Tolcher to Take Over

Effective from November 25, 2019, Brian Gilbertson, currently Chairman of Gemfields, will step down from that position and also as director of the Company. He will, as well, resign from all other directorships of Gemfields’ subsidiaries, but will retain non‐executive directorships of Fabergé Limited and Nairoto Resources Limitada. The latter company has the writ to operate Gemfields’ recently announced gold exploration project in Mozambique.rnrnGemfields also announced that Martin Tolcher, who has served on the Company’s Board since November 25, 2008, will take over as Chairman of the Company.rnrn“This development and its timing stem from Gemfields’ ongoing work toward obtaining a dual listing on the London Stock Exchange’s AIM market,” Gemfields explained. “This ongoing process has highlighted the father‐and‐son relationship between Mr Brian Gilbertson and Mr Sean Gilbertson ‐ the present Chairman and CEO of Gemfields respectively ‐ as a potential impediment to robust corporate governance. By stepping down from the Board, the issue is obviated.”rnrnThe Company stressed that “In accordance with the King IV Code, and given Mr Tolcher’s tenure on the Board for more than nine years, the Board has reviewed his independence and is satisfied that his classification as an independent director remains valid”.rnrnOutgoing Chairman Brian Gilbertson said: “Serving on the Board for more than 12 years has been a privilege and a pleasure as successive management teams have grown the Company from a single defunct mining pit into the world’s leading supplier of coloured gemstones. Gemfields today is in a sound financial position with a clear strategy to unlock value for shareholders as a ‘pure‐play’ African coloured gemstone producer.”rnrnThanking his fellow directors and the teams of portfolio companies, for their hard work and “significant contributions” during his tenure as chairman, he added: “I leave the Board in Martin’s experienced hands, knowing that he is intimately acquainted with the Company through his role hitherto as Chairman of the Audit Committee, as a member of the Nomination and Remuneration Committees, and as an active participant in Board discussions generally. I wish Martin, the Company and the Gemfields team every future success as they continue our pursuit of becoming the De Beers of coloured gemstones.”rnrnChairman‐elect, Tolcher, commented: “It is a privilege to succeed Brian ‐ one of the most highly regarded veterans of the mining industry ‐ as chairman of Gemfields. I am determined to assist the creation of long‐term value for our shareholders and will make every effort, in collaboration with the Board and management, to achieve this.”rnrnTolcher has been involved in the fund administration industry in Guernsey for over 30 years. He has worked at senior levels for three Guernsey subsidiaries of Canadian and Bermudan international banks, gaining considerable experience in a wide variety of offshore fund and private equity investment structures.rnrnHe joined Legis Fund Services Limited in 2005 and was appointed Managing Director at the beginning of 2007, a position he held until the end of 2010. Tolcher remained a director of that company until September 2011.rnrnA Chartered Fellow of the Chartered Institute for Securities & Investment, Tolcher holds directorships with a number of other fund structures domiciled in Guernsey – where he resides.