CORPORATE GOVERNANCE

Board Committees

The main board of directors has delegated specific responsibilities to board committees, each with its own terms of reference that define its powers and duties. The board committees meet independently and report back to the board through their chairpersons. All committees are chaired by an independent non-executive director.

Audit committee

Members: S E Abrahams (Chairman and independent non-executive director), W V Cuba (independent non-executive director), E Oblowitz (independent non-executive director) and N V Simamane (independent non-executive director).

The committee is governed by a formal audit committee charter that complies with the requirements of King III. This charter guides the committee in terms of its objectives, authority and responsibilities.

The committee typically meets three times per annum. Executive directors, members of executive management, internal audit, and the external audit partners and staff attend meetings at the invitation of the committee. Independently of management, members of this committee meet separately with the external auditors.

The chairman of this committee attends the annual general meeting.

Remuneration committee

Members: Prof. F Abrahams(Chairperson and independent non-executive director) and D M Nurek (independent non-executive director).

This committee is governed by a formal charter to ensure that there is a transparent procedure for developing policies on executive remuneration and determining remuneration packages of individual directors and senior executives, within agreed terms of reference and within the framework of good corporate governance. The key mandate of the committee is to compile emolument proposals in accordance with the Group’s remuneration strategy, which are then considered by the board.

The committee’s powers regarding non-executive remuneration are limited to making recommendations to the board.

The committee meets approximately four times a year. The chairman of this committee attends the annual general meeting.

Risk committee

Members: D M Nurek (Chairman and independent non-executive director), E Oblowitz (independent non-executive director), D M Polak (non-executive director), A D Murray (executive director) and R Stein (executive director).

The board is responsible for risk management, while divisional and operational management are accountable to the board for this process.

The Group has adopted an ongoing, systematic and documented risk management process that ensures that all material risks are identified, evaluated, effectively managed, and, where this is practical, quantified. This process is undertaken within each division as well as by the operating board. It has served to ingrain a sustainable risk awareness and culture at all levels. The assessments are aligned to the immediate, medium- and long-term strategic and business objectives within each division as well as those of the Group as a whole.

All significant projects undertaken by the Group are subject to formal risk assessments. Ongoing business sustainability is addressed as part of this process.

The committee meets four times a year.

The risk committee is governed by a formal charter.

Nominations committee

Members: D M Nurek (Chairman and independent non-executive director), S E Abrahams (independent non-executive director) and M Lewis (non-executive director).

This committee is governed by a formal charter to ensure that there is a process in place to identify and assess new executive and non-executive directors fairly and thoroughly.

The committee meets twice a year.

Transformation committee

Members: Prof. F Abrahams (Chairperson and independent non-executive director), D M Nurek (independent non-executive director) and A D Murray (executive director).

The scope of authority of this committee is clearly defined in a formal charter. It has established a broad-based BEE strategy aligned to the Broad-based Black Economic Empowerment Act of 2003 and the associated codes of good practice, including a BBBEE-level contributor target with timelines. Clear guidelines have been defined for each of the seven elements of BBBEE, being equity ownership, management control, employment equity, skills development, preferential procurement, enterprise development and socio-economic development.

The committee has an ongoing responsibility to monitor and review all aspects of the Group’s BBBEE strategies and to ensure the achievement of its targets. In order to attain these targets, sub-committees for each of the seven elements have been established, with meetings taking place at least quarterly.