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Board committees

In accordance with the recommendations of King II, the Board has established five sub-committees to assist in the execution of its responsibilities. Each of these sub-committees has written charters under which authority is delegated to each committee by the Board. The composition and responsibility of each sub-committee is summarised below.

Audit and risk committee

The audit and risk committee is comprised of three independent non-executive directors. The committee meets four times per year. Meetings are attended by the Company secretary as secretary to the committee and by the external auditors, the head of internal audit, the chief executive and the chief financial officer. Current members of the committee are:

  • MJ Leeming (chairman)
  • RMW Dunne
  • LM Nyhonyha

The committee has written terms of reference and its responsibilities include, among others:

  • considering and nominating to the Board, the appointment and/or termination of the external auditors, including their independence and objectivity;
  • determining the audit fee of the external auditors;
  • considering and setting mandatory term limits on the period the lead audit partner of the external auditors may serve the Company;
  • considering and determining the use of the external auditors for non-audit related services;
  • determining with the external auditors the nature and scope of the audit;
  • evaluating the effectiveness of the external audit;
  • confirming internal audit’s charter and audit plan;
  • evaluating the effectiveness of internal audit;
  • considering the appropriateness of the expertise and experience of the chief financial officer;
  • reviewing and assessing the Company’s risk identification, measurement and control systems and their implementation;
  • reviewing and approving the accounting policies and practices and any proposed changes thereto;
  • assisting the directors in fulfilling their responsibilities that published financial reports are objective, complete and accurate and that the financial statements comply with International Financial Reporting Standards and securities exchange requirements; and
  • receiving and dealing with complaints related to accounting matters.

Individual committee members chair the quarterly financial review meetings at the Company’s operating businesses.

The committee also meets with the internal and external auditors, outside of meetings, as frequently as is required.

The external and internal auditors report to the committee at each meeting on the results of their work.

The committee met four times in the year. Attendance at meetings was as follows:

    22 February   24 July   1 October   27 November  
  RMW Dunne Tick   Tick   Tick   Tick  
  MJ Leeming Tick   Tick   Tick   Tick  
  LM Nyhonyha Tick   Tick   Tick   Tick  

Tick     Indicates attendance.

Nominations committee

The Board established a nominations committee in 2002. The committee is comprised of at least three non-executive directors. Meetings of the committee are held at least annually and additional meetings are held when deemed necessary. The general manager, Group human resources and SHE, attends all meetings of the committee as secretary and the chief executive by invitation. Current members of the committee are:

  • RMW Dunne (appointed chairman 1 January 2009)
  • S Engelbrecht (appointed 1 January 2009)
  • AC Parker
  • F Titi

The responsibility of the committee includes reviewing the Board structure, size, composition and balance between executive and non-executive directors and making recommendations to the Board regarding adjustments that are deemed appropriate; identifying and recommending for Board approval executive and non-executive candidates for appointment to the Board; and ensuring that plans for succession are in place, particularly for the chairman and chief executive.

The committee met three times in the year. Attendance at meetings was as follows:

    25 February   28 July   1 December  
  RMW Dunne Tick   Tick   Tick  
  AC Parker Tick   Tick   Tick  
  F Titi Tick   Tick   Tick  
  LC van Vught Tick   Tick   Tick*  

Tick     Indicates attendance.
*       Retired 31 December.

Remuneration committee

The Board established a remuneration committee some years ago. The committee is comprised of at least three non-executive directors. Meetings of the committee are held at least twice a year and additional meetings are held when deemed necessary. The general manager, Group human resources and SHE, attends all meetings of the committee as secretary and the chief executive by invitation when necessary to discuss the remuneration of executive directors and senior management. No attendee may participate in any discussion or decision regarding his or her own remuneration. Current members of the committee are:

  • RMW Dunne (appointed chairman 1 January 2009)
  • S Engelbrecht (appointed 1 January 2009)
  • AC Parker
  • F Titi

The responsibilities of the committee include reviewing and amending, if appropriate, the Company’s remuneration philosophy and policy with particular reference to the remuneration of executive directors and senior management; ensuring that executive directors and senior management are fairly rewarded for their individual contributions to the Company’s overall performance, having regard to the interests of shareholders and the financial condition of the Group; approving remuneration packages designed to attract, retain and motivate high-performing executive directors and senior management; establishing appropriate criteria to measure the performance of executive directors and senior management; and approving specific remuneration packages for individual executive directors and members of senior management.

The committee met three times in the year. Attendance at meetings was as follows:

    25 February   28 July   1 December  
  RMW Dunne Tick   Tick   Tick  
  AC Parker Tick   Tick   Tick  
  F Titi Tick   Tick   Tick  
  LC van Vught Tick   Tick   Tick*  

Tick     Indicates attendance.
*       Retired 31 December.

Corporate citizenship committee

The Board established a corporate citizenship committee in 2003. The committee is comprised of at least three non-executive directors. Meetings of the committee are held at least twice a year. The Company secretary attends all meetings of the committee as secretary. The responsibilities of the committee include the review and assessment of progress by the Group in areas such as economic empowerment, employment equity, social responsibility investment, education, training, safety, occupational health and environmental practice. Current members of the committee are:

  • LM Nyhonyha (chairman)
  • GN Edwards
  • Z Fuphe
  • MJ Leeming
  • JJ Pienaar

The committee met three times in the year. Attendance at meetings was as follows:

    7 May   25 August   12 November  
  GN Edwards Tick*   Tick   Tick  
  Z Fuphe **   Tick   Tick  
  MJ Leeming Tick   Tick   Tick  
  LM Nyhonyha Tick   Tick   Tick  
  JJ Pienaar Tick*   Tick   Tick  
  LC van Vught ***          

Tick     Indicates attendance.
*       Appointed 6 May.
**      Appointed 8 May.
***     Resigned 6 May.

Executive committee

The Board established an executive committee many years ago. The committee is constituted to assist the chief executive in managing the Company. Subject to matters reserved for decision by the Board, the chief executive’s authority in managing the Company is unrestricted. The responsibilities of the chief executive include implementation of the strategies and policies of the Company; managing its businesses and affairs; prioritising the allocation of capital and technical and human resources; establishing best management practices and standards; senior management appointments and the assessment of senior management performance; and making recommendations to the Board on matters which are reserved for decision by the Board, including the fees payable to non-executive directors.

 The executive committee consists of all the executive directors who hold office from time to time together with such senior managers as the Board may appoint from time to time. The committee meets once a month. Details of the executive committee members are given elsewhere in this report.