The Board is fully committed to accountability, integrity, fairness, transparency and integrated thinking, which are essential to the Group’s long-term sustainability and its ongoing ability to create value for investors and other stakeholders. It endorses and accepts full responsibility for applying the principles necessary to ensure that effective corporate governance is practised consistently throughout the Group.
Executive directors
Loucas Pouroulis (87)
Chairman
Mining and Metallurgical Engineering (Hons) (National Technical University, Athens, Greece)
Committees: Risk; Climate Change and Sustainability
Loucas Pouroulis is the Executive Chairman of the Group, with the responsibility of developing strategy and identifying new opportunities for the Group. He began his career in Cyprus in 1962 and his initial postgraduate training took place in Germany, Sweden and Cyprus. Loucas is trained as a mining and metallurgical engineer and has more than 60 years’ experience in mining exploration, project management, financing and production in open-pit and underground mining operations, including PGM and gold mines. He immigrated to South Africa in 1964 and joined Anglo American where he rose rapidly through the management ranks and received extensive training and experience. In 1971, Loucas began to pursue his own mining interests, initially focusing on gold mining opportunities that were considered uneconomical by the majors. By the 1990s, he had established Petra Diamonds and since 2000, has established Eland Platinum, Tharisa, Kameni, Keaton Energy, Salene Chrome and the Karo Mining Group.
Phoevos Pouroulis (51)
Chief Executive Officer
Bachelor of Science and Business Administration (Boston University, USA)
Committees: Audit (By invitation); Nomination ; Remuneration (By invitation); Safety, Health, Environment and Community Committee (by invitation) ; Risk; Social and Ethics; Climate Change and Sustainability
Phoevos Pouroulis is the Chief Executive Officer of the Group, with responsibility for overall strategy and management. Phoevos has held various senior managerial and operational positions in his career, which spans more than 20 years. He has extensive experience in project management, mining design, commissioning and mining operations including coal, chrome and PGM mines, and has been involved in South Africa’s mining industry since 2003. He has served as Commercial Director for Chromex Mining and was a founding member of Keaton Energy. Phoevos currently serves on the board of the World Platinum Investment Council.
Michael Jones (63)
Chief Finance Officer
Bachelor of Accounting (University of KwaZulu-Natal, Pietermaritzburg, South Africa); CA(SA); Member of the South African Institute of Chartered Accountants
Committees: Audit (By invitation); Risk; Remuneration (By invitation); Climate Change and Sustainability
Michael Jones is the Chief Finance Officer of the Group and is responsible for the overall financial operation, funding and financial reporting management of the Group. Michael has more than 14 years’ executive financial management experience in the mining sector. He also has over 20 years’ experience in investment banking and focuses on mergers and acquisitions and capital-raising of equity and debt.
Independent non-executive directors
Carol Bell (67)
Lead Independent director
Master of Arts in Natural Sciences (University of Cambridge); PhD Archaeology (University College, London)
Committees: Audit; Risk; Nomination (Chairman); Remuneration (Chairman); Safety, Health, Environment and Community Committee (by invitation); Social and Ethics; Climate Change and Sustainability (Chairman)
Carol Bell has more than 40 years’ experience in the energy and allied industries, including a successful career as a Managing Director of Chase Manhattan Bank’s Global Oil & Gas Group, Head of European Equity Research at JP Morgan and several years as an equity research analyst in the oil and gas sector at Credit Suisse First Boston and UBS Phillips & Drew. Carol began her career in corporate planning and business development at Charterhouse Petroleum and RTZ Oil and Gas. She has broad public company experience and currently serves on the Bonheur board in Norway. She is the first woman to join the board of The Football Association of Wales and is a founder-director of Chapter Zero (a network for non-executive directors to engage with climate risk) and the Senior Independent Director of the National Physical Laboratory.
David Salter (67)
Independent non-executive director
Bachelor of Science Engineering (Hons); PhD in Mineral Technology (Imperial College, London); Fellow of the South African Institute of Mining and Metallurgy (FSAIMM)
Committees: Audit; Risk (Chairman); Nomination; Remuneration; Safety, Health, Environment and Community Committee (by invitation)(Chairman); Social and Ethics (Chairman); Climate Change and Sustainability
David Salter has more than 30 years’ experience in developing and managing mining companies, including open-pit and underground PGM mining operations. David’s most recent public company roles were as Chairman of Keaton Energy until its sale to Wescoal in 2017 and Managing Director of Eland Platinum until its sale to Xstrata in 2007. He serves on the board of Sirius Finance (Cyprus) Limited and is a non-executive director of several unlisted companies in the mining, property and agricultural sectors.
Gloria Zvaravanhu (46)
Independent non-executive director
Bachelor of Accounting (B Acc) (Rhodes University, South Africa), Master’s in Business Leadership (MBL) (University of South Africa Graduate School), Master’s degree in Law (LLM) (University of Cumbria, United Kingdom). Member of the Zimbabwean and South African Institutes of Chartered Accountants.
Committees: Audit (Chairman); Risk; Remuneration; Social and Ethics; Climate Change and Sustainability
Gloria Zvaravanhu has over 23 years of professional experience and is the Managing Director of a leading short-term insurance company in Zimbabwe. She previously served as CEO of the Institute of Chartered Accountants of Zimbabwe.
She actively contributes to the global accounting profession as a member of the Advisory Group of the International Federation of Accountants. Her non-executive roles include serving on the UNEP-FI PSI board and as a non-executive director and chairman of the Audit Committee at Karo Mining Holdings plc, a subsidiary of the Tharisa Group.
Roger Davey (80)
Independent non-executive director
Master of Science in Mineral Production Management (Royal School of Mines, Imperial College, London); Master of Science in Water Resource Management and Water Environment (Bournemouth University); Associate of the Camborne School of Mines (’ACSM’); Chartered Engineer; European Engineer; Member of the Institute of Materials, Minerals and Mining.
Committees: Risk; Remuneration; Social and Ethics; Climate Change and Sustainability
Roger Davey, a British national, has over 40 years of senior management experience in mining across South America, Africa and Europe. His experience at senior management level includes financing, feasibility studies, construction, development, commissioning and operational management of underground and surface gold and base metal mines. He has held senior roles including Senior Mining Engineer at NM Rothschild (1998-2010) in the Mining and Metals Project Finance Team, Director/Vice-President/GM of Minorco (AngloGold) subsidiaries in Argentina (1994-1997), Operations Director at Greenwich Resources plc (1984-1992) and Production Manager at Blue Circle Industries, Chile (1979-1984) with earlier roles at Gold Fields of South Africa (1971-1978). He serves on the boards of Central Asia Metals plc and Pan Global Resources Inc.
Vasileios Vergopoulos (61)
Independent non-executive director
Post Doctorate, PhD in Chemistry and Bachelor and Master of Chemistry (Hamburg University, Germany), Bachelor of Education (Thessaloniki University, Greece)
Vasileios Vergopoulos is the former Managing Director of BASF Metals Limited in London and the Global Commercial Vice President of the BASF Precious Metals Service Business. He had P&L responsibility and accountability for annual reporting and financial statements for BASF Metals Ltd and BASF Metals Forward Ltd (an FCA regulated company) in the United Kingdom. He was Chairman/CEO and director of five legal entities in the United Kingdom, Sweden and Switzerland. Prior to this, he was the Head of BASF’s Refining Catalyst Business for Europe, the Middle East and Africa, based in the United Kingdom.
He has over 30 years’ experience in business management, operations management, the gas and oil industry, chemical catalyst manufacturing, e-business, sales and marketing, strategic procurement, and precious metals trading. He has held various senior and executive level management positions with BASF, BP and W.R. Grace in Germany, the USA and the United Kingdom.
Non-executive directors
Shelley Wai Man Lo (50)
Non-executive director
Bachelor of Economics (University of Hong Kong)
Committees: Risk; Climate Change and Sustainability
Shelley Wai Man Lo, a Chinese national and representative of Rance Holdings, has more than 20 years’ experience in accounting, project investment and management in the infrastructure business in Hong Kong and mainland China. She is the General Manager of Roads of CTF Services Limited. Before joining the NWS group, she worked in the audit department of Deloitte, Hong Kong. Shelley is a member of the Hong Kong and American Institutes of Certified Public Accountants.
Hao Chen (42)
Non-executive director
Bachelor Micro-electronics (Fudan University, Shanghai, China)
Committees: Risk and Climate Change and Sustainability
Hao Chen holds a bachelor’s degree in Micro-electronics from Fudan University, Shanghai, China. He has over 19 years’ experience as an Engineer, Foreign Trade Manager and General Manager. He has been General Manager at Fujian Liju Logistics Company since September 2014. Prior to this position, he had been a Foreign Trade Manager at Guangxi Shenglong Metallurgy Co. Ltd., China between December 2013 and August 2014, and an Engineer at APEX Information Services in the USA from August 2012 to November 2013. He also held the position of Engineer at Calvin Wireless, New York, USA between February 2012 and July 2012. Between August 2006 and January 2012, he held two Research Assistant positions, the first at the University of Virginia, USA (August 2006 to December 2009) and at the Tandon School of Engineering, at the University of New York, USA (January 2010 to January 2012). Following his graduation in July 2005, he worked as an Experimental Technician at the Shanghai Institute of Microsystem and Information Technology at the Chinese Academy of Sciences until July 2006.
Board Committees
Certain responsibilities are reserved for the Board, while others are delegated to Board committees, each with formal mandates and terms of reference, without reducing the individual and collective responsibilities of Board members' overall fiduciary duties and responsibilities. The terms of reference of each Board committee determines, inter alia, the composition, purpose, scope of mandate, and powers and duties of the committee. Board committees provide feedback to the Board through reports by their respective chairmen and provide the Board with copies of minutes of committee meetings.
All directors receive notice and packs for committee meetings and are encouraged to join meetings of Board committees of which they are not members. Terms of reference of the various committees are compliant with the provisions of the Company's Articles of Association and the JSE Listings Requirements. The terms of reference are reviewed on a regular basis and are available on the Company's website. All committees have satisfied their responsibilities in compliance with their respective terms of reference during the year under review.
Tharisa has eight committees:
- Safety, Health, Environment and Community Committee
- Social and Ethics Committee
- Climate Change and Sustainability Committee
- Audit Committee
- Risk Committee
- Nomination Committee
- Remuneration Committee
For further information on our board committees please see our Board charter and terms of reference
Executive directors:
Loucas Pouroulis (Executive Chairman)
Phoevos Pouroulis (CEO)
Michael Jones (CFO)
Independent non-executive directors:
Carol Bell (Lead Independent Director)
David Salter
Roger Davey
Gloria Zvaravanhu
Vasileios Vergopoulos (Appointed 27 November 2025)
Non-executive directors:
Shelley Wai Man Lo
Hao Chen
Tharisa has a unitary board which leads and controls the Company. It comprises three executive directors and seven non-executive directors. Five of the seven non-executive directors are independent.
The Board is structured so that there is a clear balance of authority to ensure that no one director has unfettered powers. The size of the Board is regulated by the Company’s Articles of Association and directors are appointed through a formal process.
The Nomination Committee identifies suitable candidates for appointment as directors. Directors are required to be individuals of calibre and credibility with the requisite skills and experience to bring judgement, independent of management, on issues of strategy, performance, resources, diversity, standards of conduct and evaluation of performance. Merit, commitment, integrity and diversity are core considerations in ensuring that the Board and our committees have an appropriate blend and balance of perspectives, knowledge and experience to discharge their duties effectively and competently regarding the strategic direction of the Group.
The Nomination Committee reviews and assesses the Board’s size, structure and composition on an ongoing basis to ensure it is appropriately diversified. This assessment takes into consideration that the perspective of Board members is influenced by a combination of three different sets of attributes:
- experiential attributes such as skills, education, functional experience, industry experience and accomplishments
- demographic attributes such as gender, race, ethnicity, culture, religion, generational cohort and
- personal attributes such as personality, interests and values.
The Board recognises that having a blend of attributes across all facets of diversity will lead to more thorough and robust decision-making processes and direction and therefore strives to ensure its diverse composition.
Acknowledging the benefits that can be achieved through diversity and specifically the meaningful participation of women who possess the appropriate skills and experience as members of the Board, the Board will continue to focus on the long-term goal of improving gender representation at Board level. At present, the three female directors represent 30% of the total number of directors and 43% of the non-executive directors.
Recognising the value of age and ethnic and cultural diversity at Board level, the Board encourages the inclusion and consideration of prospective candidates’ backgrounds and a range of suitable skills based on merit and against objective criteria, and with due regard for the benefits of diversity on the Board.
In compliance with King IV, JSE requirements and international best practice, the Board has a board-level diversity policy without voluntary targets with regard to gender and racial diversification of the Board.
The Nomination Committee and the Board are committed to maintaining a diverse Board of Directors with appropriate skills, without setting numerical targets. When undertaking searches for new Board members, diversity and inclusion are key considerations within these processes, alongside recruiting for skills and experience relevant to governing the Company effectively. The Board will also pursue opportunities to increase the number of female and racially and ethnically diverse Board members over time, provided that it is consistent with the skills and diversity requirements of the Board.
The Nomination Committee also monitors the balance of executive and non-executive directors. The Board believes there is an appropriate balance between executive and non-executive directors and is satisfied that the current members collectively have the skills, knowledge and experience to discharge the responsibilities of the Board effectively to achieve the Group’s objectives, promote shareholder interests and create long-term value for stakeholders.
Gender
Experience
5
Mining and metallurgy
1
Energy, oil and gas
5
Finance
Experience
6
Strategy and risk
3
Commodity markets
1
Information technology
Experience
1
Chemistry
1
Precious metals
Age (%)
Tenure (%)
Independence (%)
Nationalities (%)
