bold spirit - ArcelorMittal South Africa

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