The Company is committed to the promotion of good corporate governance as set out in the King Code. The Company intends to continue to comply with the Code of Corporate Practices and Conduct set out in the Report and to adhere to this insofar as it is possible given the constraints of the business of the Company.
The board will further evaluate the new King III Code and endeavour to address the new recommendations and later report on areas of non compliance given our constraints.
The Board is currently made up of seven directors of which four are non-executives (two of whom are independent). The positions of Chairman of the Board and that of Chief Executive are separate, with the Chairman being non-executive.
A financial director has been appointed in terms of the requirements of the JSE. The directors bring a wide range of diverse experience and insight to the Board. The non-executive chairman oversees the Board functioning, a team of three executives led by the Chief Executive Officer attends to the day to day functions of the business.
The Board is responsible for the effective management and control of the Company and participates in the determination of the strategic direction and policy of the Company, discussions regarding acquisitions and disposals, approval of major capital expenditure, diverse financial and administrative activities and any other matters that may materially impact upon the business of the Company.
The Board meets at least quarterly, with additional meetings being convened when necessary.
The Chairman acts in accordance with the King Code requirements and oversees the following:
A balance between non-executive and executive directors is maintained in order to provide a measure of independence to the Board. In addition, all Board committees are chaired by nonexecutive directors who have no service contracts with the Company, and whose fees are not dependent upon the financial performance of the Company.
All directors have access to the services of the Company secretary and are entitled to seek independent professional advice regarding the affairs of the Company at the Company’s expense with the prior approval of the board of directors.
Directors are subject to retirement by rotation and re-election by shareholders in accordance with the Articles of Association of the Company. The Company has in place a formal process for any additional appointments to the Board. The Board as a whole, acting under the advice of the Remuneration and Nominations Committee, considers and decides (in a transparent and formal manner) on any additional appointments to the Board (which appointees retire and are subject to re-election at the next Annual General Meeting).
The Board has ultimate responsibility for the internal, financial and operating systems of the Company and for monitoring their effectiveness. These systems are designed to provide reasonable assurance against material misstatement and loss.
The systems, which are monitored by the Audit and Risk Committee on an ongoing basis in order to adapt to changing business circumstances, are designed to provide reasonable safeguards regarding:
The Audit and Risk Committee functions provide the Board with monitoring systems for the identification and management of risk.
The Company Secretary is required to provide the Board of the Company with guidance and advice regarding their responsibilities, duties and powers to ensure that the Board is aware of all the legislation relevant to or affecting the affairs of the Company. The Company Secretary is also responsible for minuting meetings of the Board and shareholders of the Company.
The Board subscribes to the highest level of professionalism and integrity in conducting its business and dealings with all its stakeholders.
In adhering to its code of ethics, the Board is guided by the following broad principles:
A policy of effective communication and engagement with all stakeholders in the affairs of the Company will be adhered to and the Company will seek to provide a secure, healthy and participative social and working environment for its staff and associates.
The following committees are responsible for assisting the Board in executing its responsibilities.
Each committee operates under terms of reference and acts under authority of the Board.
The committees are:
The Audit and Risk Committee is responsible for monitoring the adequacy of the Company’s financial controls, accounting policies, financial reporting and risk management procedures and internal control systems. The Committee sets the principles and approves use of the external auditors for any non-audit services. The Committee will furthermore report to stakeholders in annual reports on the manner in which it has executed its responsibilities during the year, including on its assessment of the expertise and experience of the financial director. Operating within its written terms of reference, the committee meets at least three times during the year and provides a mechanism by which the external auditors can report to the Board of Directors. In addition to its scheduled meetings, the Audit and Risk Committee may convene special meetings.
The Board requires Audit and Risk Committee members to have the appropriate knowledge and experience to be able to discharge their duties effectively. The Audit and Risk Committee, besides being an essential part of the system of corporate governance, plays a key role in monitoring the effectiveness of the Company’s internal control systems.
During the financial year the Committee was chaired by Mr Roy Traviss an independent nonexecutive director. Mr Neville Cornish a non-executive also served on the Committee.
Mr Ulrich (Uli) Schäckermann an independent director also serves on the committee.
In accordance with the provisions of section 269A(3) of the Companies Act, the Audit Committee of the Board comprises at least two members and consists only of non-executive directors of the Company.
The Committee, comprising a majority of non-executive directors, considers and assesses the remuneration of the directors and other senior officials. This is in accordance with the Company’s Remuneration Policy, ultimate approval rests with the Board and/or shareholders at the Annual General Meeting, as applicable. The Committee operates within it written terms of reference as approved by the Board.
Independent external studies and comparisons are used to ensure that remuneration is linked to both individual and Company performance, and supported by suitable incentives. The Company’s remuneration philosophy aims to provide market-related remuneration and incentives for executive directors, who are full-time employees of the Group.
The Committee also fulfils the role of a Nominations Committee in terms of which it identifies and recommends the appointment of new directors. The Committee works alongside the Chief Executive Officer in this regard. It also satisfies itself that adequate succession plans are in place for the Board and senior management.
The Committee will also review the performance of non executive directors to ensure that they devote sufficient time to their duties.
The Committee is chaired by Mr Neville Cornish, a non executive director, Mr James Motlatsi serves on the Committee.
The Executive Committee & Sustainability Committee, consisting of the Operations and Financial directors, attends to day to day management including technical evaluation and development of the Company’s project areas and is chaired by the Chief Executive Officer.
Article 30 of the Company’s Articles of Association requires that one third of the directors retire at each Annual General Meeting, but being eligible, may offer themselves for re-election.
The Nominations Committee is responsible for reviewing the composition of the Board and makes recommendations to the Board regarding the appointment of new directors. The Committee takes into account the King Code, skills requirements and general industry knowledge suitable for the complete fulfilment of the Company strategy. Upon appointment a director is inducted and provided with necessary historic information and guidance on their responsibilities.
The position of Chairman and Chief Executive Officer are separate and there is a clear distinction between the roles. The Board is chaired by a Non-Executive Chairman. The Chairman provides leadership of the Board and is primarily responsible for ensuring effective corporate governance.
The Chief Executive Officer is responsible for devising and formulating, implementing and maintaining the strategic direction of the Company and attends to day to day matters of the group whilst supervising all operations.
The non-executives directors provide input into the decision-making process regarding strategic matters and all have the integrity necessary to provide balance in Board discussions.
An experienced board and management is structured in line with the principles of good corporate governance which oversees the company activities.
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