SAPPI LTD (SAP) 6-K

ANNEXURE D
CORPORATE GOVERNANCE OF SAPPI
Sappi is committed to the highest standards of corporate governance and continues to seek areas of improvement by measuring itself against international best
practice, primarily in South Africa and the United States. Sappi endorses the Code of Corporate Practices and Conduct as contained in the South African King
II Report issued in 2002, and continues to apply the principles incorporated therein. The group maintains its primary listing on the JSE as well as secondary
listings on the New York and London Stock Exchanges. The group complies in all material respects with the regulations and codes of these exchanges as they
apply to Sappi.
BOARD OF DIRECTORS
The basis for good governance at Sappi is laid down in the charter for the Board as published on the company website. This charter sets out the role of the
board and its committees, guidelines and internal rules for Board and Board committee compositions, frequency of meetings, annual workplans and Board
evaluations of Board and Board committees and compliance with Board policies. It also specifically defines the roles of the chairman and chief executive
officer. The Board currently comprises two executive and eleven non-executive directors who collectively determine major policies and strategies. Eleven
directors can be classified as independent non-executive directors in terms of the King II Report definitions. The non-executive directors do not derive any
benefits from the company for their services as directors other than their fees. The non-executive directors’ business experience enables them to evaluate
strategy and act in the group’s best interest, as well as a check and balance to the executive directors.
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