bold spirit - ArcelorMittal South Africa

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ArcelorMittal South Africa
Annual Report 2010
JSE Listings Requirements is kept by
the Company Secretary.
Conflicts of interest
We encourage directors to avoid
situations where they have, or can
have, a direct or indirect interest that
conflicts with the company’s interests.
Directors are required to inform
the board timeously of conflicts or
potential conflicts of interests they may
have in relation to particular items of
business. A director who has a conflict
of interest with respect to a contract
or transaction that will be voted on
at a meeting shall not be counted in
determining the presence of a quorum
for purposes of the vote, may not vote
on the contract or transaction, and shall
not be present in the meeting room
when the vote is taken.
Interests in contracts
No director has a significant interest
in any contract or arrangement
entered into by the company or its
subsidiaries. The register of interests
of directors in contracts in terms of
section 234 of the Companies Act,
as amended, is kept by the Company
Secretary.
Legal compliance
We subscribe to the ArcelorMittal
Group Legal Compliance Programme
which has been designed to increase
awareness of, and improve adherence
to, applicable legislation and
regulations. This programme delegates
responsibility for compliance to
designated managers equipped to
deal with the relevant areas of legal
compliance. We are furthermore
finalising the roll-out of a compliance
framework system aimed at further
entrenching a sound compliance
culture and to cater for the specific
needs of the company.
Among other interventions,
the framework provides for the
monitoring of compliance with the
applicable legislation. During the
period under review, the company
conducted a competition law
compliance audit which (overall)
confirmed compliance with applicable
competition law requirements.
We are not aware of instances during
the year under review where the
company transgressed the legislation
applicable to its operations.
Affiliation
The ArcelorMittal Group is an
active member of the World Steel
Association and supports its initiatives
in regard to:
• social responsibility, including
education and community
development;
• safety, health and environmental
management, policies and
practices;
• employee issues such as
employment equity, the potential
impact of HIV/Aids on our activities
and the development of human
capital; and
• the identification and management
of risk.
Additional information
relating to responsibility
The Board of Directors
Changes to Directorate
The following changes to Directorate
took place since the last annual
report:
• Mr MJN Njeke was appointed
as permanent Chairman of the
Board with effect from 4 February
2010.
• Mr EK Diack resigned as
independent non-executive
director and Chairman of the Audit
and Risk Committee on 9 July
2010.
• Mr HJ Verster resigned as Chief
Financial Officer (CFO) on
23 August 2010.
• Mr RH Torlage was appointed as
acting interim CFO on 23 August
2010 and then appointed as
CFO and executive director on
3 September 2010.
• Mr M Macdonald was appointed
as an independent non-executive
director on 4 February 2010 and
as Chairman of the Audit and Risk
Committee on 9 July 2010.
• Ms ND Orleyn was appointed as
a member of the Audit and Risk
Committee on 9 September 2010.
Membership
Independent non-executive
directors
MJN Njeke
DCG Murray
M Macdonald
ND Orleyn