bold spirit - ArcelorMittal South Africa

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90 ArcelorMittal South Africa Annual Report 2010 Corporate governance appendix continued Our board of directors adheres to the highest standards of corporate governance and are considered to be independent in mind character and judgement. Non-executive directors DK Chugh S Maheshwari AMHO Poupart-Lafarge LP Mondi CPD Cornier Executive directors N Nyembezi-Heita (CEO) RH Torlage (CFO) The independent non-executive directors completed an assessment (which was based on the guidelines contained in the JSE Listings Requirements, King III Code and the Companies Act) and are considered by the board to be independent in mind, character and judgement. Chairman Mr MJN Njeke Elected 4 February 2010 The board elected Mr Njeke as Chairman as it felt that he would provide the direction necessary for an effective board. The Chairman is independent and free of any conflicts of interest. The Chairman’s role and functions are formalised and requires that he: • sets the ethical tone for the board and the company; • provides overall leadership to the board; • as Chairman of the Nomination Committee, identifies and participates in selecting board members and oversees a formal succession plan for the board, the CEO, the CFO and certain key management appointments; • together with the Company Secretary, formulates an annual board work plan; • ensures that the directors are aware of their fiduciary duties as directors of the board; • ensures that complete, timely, relevant, accurate and accessible information is placed before the board to enable them to reach an informed decision; • ensures that decisions by the board are executed; and • ensures that good relations are maintained with the company’s major shareholders and stakeholders. Chief Executive Officer Ms N Nyembezi-Heita Appointed 1 March 2008 The CEO sets the tone in providing ethical leadership and creating an ethical environment. The CEO plays a critical role in the operations and success of the day-to-day business of the company. Board authority conferred on management is delegated through the CEO, in accordance with approved authority levels. The CEO’s role and functions are formalised and include the following: • appointing the executive team and ensuring proper succession planning and performance appraisals; • developing the company’ strategy for consideration and approval by the board; • developing, recommending and implementing the annual business plans and the budgets that support the company’s short- and longterm strategies; and • establishing an organisation structure for the company to enable execution of its strategic planning. Directors The board, through the Nominations Committee, have considered that the executive and non-executive directors together have the range of skills, knowledge and experience necessary to enable them to effectively govern the business. Directors exercise objective judgement on the affairs
91 ArcelorMittal South Africa Annual Report 2010 of the company independently from management, but with sufficient management information to enable proper and objective assessment to be made. The Nominations Committee is in the process of interviewing candidates for the position of independent director and an additional member for the Audit and Risk Committee. An announcement will be made as soon as the candidate has been appointed by the board The Nominations Committee assists the board in ensuring that it is comprised of individuals whose background, skills, experience and characteristics will assist in meeting the future needs of the company. The directors understand their fiduciary duty to act in good faith and in a manner that a director reasonably believes to be in the best interests of the company. Each decision made is based on all the relevant facts provided to the board at the time. Roles and responsibilities The board is governed by a formal Board Charter setting out composition, processes and responsibilities. The primary responsibilities of the board include the following: • retain full and effective control of the company; • give strategic direction to the company; • monitor management in implementing plans and strategies as approved by the board; • appoint the CEO and executive directors; • ensure that succession is planned; • identify and regularly monitor key risk areas and key performance indicators of the business; • ensure that the company complies with relevant laws, regulations and codes of business practice; • ensure that the company communicates with shareowners and relevant stakeholders openly and promptly; • identify and monitor relevant nonfinancial matters; • establish a formal and transparent procedure for appointment to the board, as well as a formal orientation programme for incoming directors; • regularly review processes and procedures to ensure effectiveness of internal systems of control and accept responsibility for the total process of risk management; and • assess the performance of the board, its committees and its individual members on a regular basis. Board meetings and attendance The board meets regularly, at least once a quarter and when necessary to fulfil its role. The board held 11 meetings during the past financial year, five of which were special board meetings. Attendance by directors at board meetings is set out on page 95. Retirement and re-election of directors The retirement age for an executive director is 63 and for a non-executive director 70 years of age, subject to review at the discretion of the board on the recommendation of the Nomination Committee. One-third of the directors are subject, by rotation to retirement and re-election at the annual general meeting in terms of the company’s Articles of Association (“articles”). Messrs DCG Murray, CPD Cornier, AMHO Poupart-Lafarge and LP Mondi retire and, being eligible, have offered themselves for re-election. Biographical details of the directors are provided on page 6 of this report to enable shareholders to make an informed decision in respect of their election. In accordance with the company’s articles, Mr RH Torlage’s appointment as a director of the board with effect 3 September 2010 will be confirmed by shareholders at the forthcoming annual general meeting. Board appointments and induction The board has adopted a policy on the procedures for the appointment of directors to ensure that the appointments are formal, transparent
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Annual Report 2010 bold spirit
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I in brief
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Brand values Our goal is to provide
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Financial features Headline earning
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