Board Committees

The board has established five committees to assist in discharging its responsibilities without in any way reducing its accountability. The board formally delegates responsibilities to the audit committee, the risk committee, the remuneration committee, the nominations committee and the social and ethics committee. Board-approved charters define terms of reference, reporting procedures and scope of authority for each board committee. The committees and the board review and update the charters annually to stay abreast of developments in corporate law and governance best practice. Independent non-executive directors chair the board committees and membership of the committees is made up predominantly of nonexecutive directors. The chairmen of the board committees attend the annual general meeting in order to respond to shareholder queries. The chairmen and members of the board committees are appointed annually at the first board meeting after the annual general meeting. Audit committee members are elected each year at the annual general meeting of shareholders.

Audit Committee

The audit committee is a statutory committee in terms of the Companies Act and the audit committee report, which includes details of its responsibilities and activities, is included here.

Member Qualifications Designation
Anthony Hewat (Chairman) MA (Oxon), CA(SA) Independent non-executive
Malcolm Rutherford BCom, BAcc, CA(SA) Independent non-executive
Rodger Stewart BSc (Agric) Independent non-executive

 

Composition and proceedings: An independent non-executive director chairs the committee, which consists exclusively of independent non-executive directors. The group managing director, group financial director, group financial manager, chief audit executive and internal audit manager attend meetings by invitation but do not have a vote. In addition, representatives of the external auditors attend committee meetings to answer queries. The committee is required to meet at least twice a year.

Role: A formal charter, which details statutory and delegated duties, governs the committee’s activities.

The function of the committee is to assist the directors in discharging their responsibilities relating to the safeguarding of assets, the operation of adequate and effective systems and control processes, the preparation of fairly presented financial statements in compliance with all applicable legal and regulatory requirements and accounting standards, and the oversight of the external and internal audit appointments and functions.

Remuneration Committee

Member Qualifications Designation
Phumla Mnganga (Chairman) BA, BEd, MBL, Phd Independent non-executive
John Barton FCMA, CGMA, AMP (Harvard) Independent non-executive chairman
Richard Chance BA LLB, Admitted attorney, I.R.D.P (Stell), CSEP (Columbia) Non-executive director

 

Composition and proceedings: The committee is chaired by an independent non-executive director and consists exclusively of non-executive directors, the majority of whom are independent. The managing director attends the meetings by invitation, but does not participate in discussions regarding his own remuneration. The committee is required to meet at least once a year.

Role: The overall objective of the committee, which operates under formal terms of reference approved by the board, is to ensure that the company remunerates directors, executives and senior management fairly and responsibly. The remuneration philosophy and practices are described in the group’s remuneration policy, which is reproduced here in the corporate governance report.

Nominations Committee

Member Qualifications Designation
John Barton (Chairman) FCMA, CGMA, AMP (Harvard) Independent non-executive chairman
Phumla Mnganga BA, BEd, MBL, Phd Independent non-executive
Gary Vaughan-Smith BSc, MPhil, F.I.A. Non-executive director
Richard Chance BA LLB, Admitted attorney, I.R.D.P (Stell), CSEP (Columbia) Non-executive director

 

Composition and proceedings: An independent non-executive director chairs this committee, which consists exclusively of non-executive directors, the majority of whom are independent. The managing director attends the meetings by invitation. The committee is required to meet at least once a year.

Role: The objective of the nominations committee is to ensure that the board has the appropriate composition to execute its duties effectively. It is mandated to review and make representations to the board on the structure, size and composition of the board and its committees. New appointments to the board are subject to the recommendations of this committee.

Risk Committee

Member Qualifications Designation
Malcolm Rutherford
(Chairman)
BCom, BAcc, CA(SA) Independent non-executive
Rodger Stewart BSc (Agric) Independent non-executive
Guy Clarke MSc (Eng), MBA, Adv Tax Cert Executive
Greg Veale BCom (Hons), CA(SA) Executive

 

Composition and proceedings: The committee consists of four non-executive directors, one of whom chairs the meetings, the group managing director and the group financial director. The group financial manager and group human resources manager attend meetings by invitation. The committee is required to meet at least twice a year.

Role: A charter governs the committee, with a formal risk policy and strategy document guiding its responsibilities and activities. The primary objective of the committee is to assist the board and the audit committee to fulfil their corporate governance responsibilities relating to the management of risk in the group. Their role is to oversee the identification of risks, ensure the development of policies, procedures and controls, evaluate risk mitigation strategies, promote effective and efficient risk management practices and provide appropriate advice on risk issues to facilitate decision-making by the board. Their role is to oversee the identification of risks, ensure the development of policies, procedures and controls, evaluate risk mitigation strategies, promote effective and efficient risk management practices and provide appropriate advice on risk issues to facilitate decision-making by the board.

There is an ongoing process for identifying, evaluating and managing the strategic risks faced by the group. These are subject to review and discussion at both risk committee and board meetings.

The risk management report, presented here in the corporate governance report, provides further detail regarding the risk management process.

Social and Ethics Committee

The social and ethics committee is a statutory committee in terms of the Companies Act and the committee report, which includes details of its responsibilities and activities, is included immediately below.

Member Qualifications Designation
Phumla Mnganga (Chairman) BA, BEd, MBL, Phd Independent non-executive
Rodger Stewart BSc (Agric) Independent non-executive
Richard Chance BALib, CSEP (Columbia) Independent non-executive
Guy Clarke MSc (Eng), MBA, Adv Tax Cert Executive
Greg Veale BCom (Hons), CA(SA) Executive

 

Terms of reference: The social and ethics committee has adopted formal terms of reference in the form of a charter, which has been approved by the board of directors.

Composition and proceedings: The committee consists of three independent non-executive directors, one of whom chairs the meetings, the group managing director and the group financial director. The group human resources manager, assistant financial manager and assistant human resources manager attend meetings by invitation. The committee is required to meet at least twice a year.

Primary objective and role: The primary objective of the committee is to assist the board to fulfill its corporate governance responsibilities relating to social and economic development, good corporate citizenship, the environment, health and public safety, consumer relations, labour and employment.

The committee’s role is to monitor the group’s activities with regard to these issues, to draw matters within its mandate to the attention of the board and to report to shareholders at the annual general meeting.

Committee activities: During the period under review the committee, in line with its corporate governance responsibilities, reviewed the committee charter and annual work plan, conducted a self-assessment of the committee’s performance, reviewed the appropriateness of the expertise and experience of committee members and updated the social and ethics committee resource pack. It also reviewed and updated the group’s code of ethics and professional management practices documents.

The committee continues to monitor compliance with relevant legislation and regulations as well as with the group’s code of ethics. In addition, the committee approved the group’s corporate social responsibility policy and CSI budget, reviewed the employment equity report, reviewed the health and safety incident report, noted the group’s talent management and employee development reports, and monitored the employee housing strategy plan. In the coming year the committee will continue to focus on ensuring further progress towards compliance with internationally recognised governance standards, as embodied in guidelines provided by the International Finance Corporation (IFC), the International Labour Organisation (ILO) and the Organisation for Economic Co-operation and Development (OECD).

Codes of best practice: The group is committed to the principles of integrity, accountability and transparency. The implementation of sound corporate governance practices has been an integral part of the group’s business operations for many years. The board has continued to provide effective leadership based on an ethical foundation as articulated in the Code of Business Ethics.

Assurance: Based on the processes in place, assurances obtained and information reported, it is our opinion that the social and ethics committee has executed its duties and responsibilities in accordance with the requirements of the Companies Act and its terms of reference.

Executive Committee

The executive directors, together with the senior executives responsible for finance, human resources and operations, constitute the core executive committee that meet weekly to discuss current relevant operational issues. On a quarterly basis, the executive management team meets to review operational performance, capital programmes, project progress and issues of strategic importance.