Full directors report - Mondi

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The DLC executive committee is made up of chief executive officer David Hathorn (chairman), chief financial officer Andrew King, chief executive officer of the Europe & International Division Peter Oswald, and other senior members of management. Philip Laubscher Company secretary Mondi Limited Philip Laubscher, who holds BProc and LLB degrees and is an attorney of the High Court of South Africa, was inhouse counsel with national power utility Eskom for 15 years before joining Mondi in 1999 as head of legal services. He was appointed company secretary of Mondi Limited in January 2001. Carol Hunt Company secretary Mondi plc Carol Hunt, a fellow of the Institute of Chartered Secretaries & Administrators, spent 15 years with The BOC Group plc, holding various roles in the company secretariat, the last six years as deputy company secretary. She joined Mondi in November 2006 and was formally appointed company secretary of Mondi plc in May 2007. Philip and Carol work together on the co-ordination of Mondi’s DLC structure. Directors’ report Annual report and accounts 2009 Mondi Group 49
Corporate governance report Mondi is committed to strong ethical values and professionalism in all its activities. As an essential part of this commitment the boards of Mondi Limited and Mondi plc (together ‘the Boards’) support the highest standards of corporate governance and best practice and are committed to the principles of transparency, integrity and accountability. Dual listed company structure Mondi operates under a dual listed company (DLC) structure, which requires compliance with the corporate and accounting regulations of South Africa and the UK. Mondi Limited and Mondi plc (together ‘the Mondi Group’ or ‘Mondi’) have separate corporate identities and separate stock exchange listings. Mondi Limited has a primary listing on the JSE Limited (JSE), while Mondi plc has a primary listing on the London Stock Exchange and a secondary listing on the JSE. Under the DLC structure, any ordinary share held in either Mondi Limited or Mondi plc gives the holder an effective economic interest in the whole Mondi Group. The relationship between Mondi Limited and Mondi plc is underpinned by the DLC structure principles, which provide that: • Mondi Limited and Mondi plc and their subsidiaries must operate as if they are a single corporate group, with Mondi Limited and Mondi plc having boards of directors comprising the same individuals; and • the directors of Mondi Limited and Mondi plc will, in addition to their duties to the company concerned, have regard to the interests of the Mondi Limited shareholders and the Mondi plc shareholders as if the two companies were a single unified economic enterprise and for that purpose the directors of each 50 Annual report and accounts 2009 Mondi Group company will take into account, in the exercise of their powers, the interests of the shareholders of the other. Compliance statement Mondi has complied throughout the year with the principles contained in the South African King II Code of Corporate Practices and Conduct (available at www.iodsa.co.za) and Section 1 of the UK Combined Code on Corporate Governance issued by the Financial Reporting Council (available at www.frc.org.uk) save in respect of the following matters: • as explained further below, Cyril Ramaphosa, joint chairman, was not considered independent upon appointment; • with the departure of Sir John Parker, joint chairman, on 4 August 2009 when he took up the chairmanship of Anglo American plc, and pending the appointment of John Nicholas on 2 October 2009, the Boards comprised three executive directors and three nonexecutive directors, excluding the joint chairmen. This was a temporary position and resulted from the need to undertake a thorough recruitment process to appoint an independent nonexecutive director who had the relevant financial experience to chair the DLC audit committee; • David Williams was appointed joint chairman on 4 August 2009 in place of Sir John Parker as an internal candidate in light of his prior involvement in the demerger of Mondi from Anglo American plc, his ongoing relationship with the Group and relevant business experience; and • also as a result of the aforementioned need to undertake a thorough recruitment process, David Williams remained as chair of the DLC audit committee pending the appointment of John Nicholas on 2 October 2009. No DLC audit committee meetings were held during the period between August and October. Boards of directors In order to manage the DLC structure of Mondi effectively, the boards of Mondi Limited and Mondi plc are identical. The Boards manage Mondi as if it were a single unified economic enterprise and, in addition to their duties to the company concerned, have regard to the interests of the ordinary shareholders of both Mondi Limited and Mondi plc in the management of the Mondi Group. As at 31 December 2009 there were nine directors: the joint chairmen, three executive directors and four independent non-executive directors. There is a strong mix of skills and industry experience, particularly of Europe and South Africa, locations important to Mondi’s operations. On appointment each non-executive director receives letters of appointment from each of Mondi Limited and Mondi
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