bold spirit - ArcelorMittal South Africa

92
ArcelorMittal South Africa
Annual Report 2010
Corporate governance appendix continued
and a matter for the board as a
whole. The Nomination Committee
periodically assesses the skills
represented on the board by the nonexecutive
directors and determines
whether those skills meet the
company’s needs. Directors are invited
to assist with the identification and
nomination of potential candidates.
The Nominations Committee
proposes suitable candidates for
consideration by the board. The
board ascertains whether potential
candidates are competent to be
appointed as directors and are able
to contribute to business judgement
calls made by the board. The board
particularly considers the knowledge
and experience required to fill any
gap in the board, the integrity of the
individual and the skills and capacity
of the individual to discharge his/her
duties to the board.
On appointment, all directors are
provided with a Directors’ Manual
which contains information on their
fiduciary duties and responsibilities
as a director of the company.
Meetings are scheduled for the new
director to meet key management
and visit all the operational sites of
the company.
Remuneration
Details of the remuneration paid to
the executive and non-executive
directors of the company are set out
in the Remuneration Report on page
124 of this report. Shareholders will
be invited to consider and approve
the non-executive directors’ fees at
the 2011 annual general meeting by
means of a special resolution.
Board committees
While the board remains accountable
and responsible for the performance
and affairs of the company, it
delegates to management and board
committees certain functions to
assist it to properly discharge its
duties. Each committee acts within
approved written terms of reference
under which authority is delegated
by the board. The chairman of each
committee reports at each scheduled
meeting of the board and minutes
of committee meetings are provided
to the board. The attendance by the
members at the committee meetings
is set out on page 95.
Audit and Risk Committee
The Audit and Risk Committee
Report required in terms of section
270A(1)(F) of the Companies Act, as
amended, is set out on page 118 of
this report. On 4 February 2010,
the board approved the appointment
of Mr EK Diack as Chairman of the
combined Audit and Risk Committee.
Subsequent to Mr Diack’s resignation
from the board on 9 July 2010, Mr
M Macdonald was appointed as the
chairman of the committee.
Committee members
M Macdonald (Chairman)
DCG Murray
ND Orleyn
Permanent invitees
N Nyembezi-Heita
RH Torlage
Chief Operating Officer
External auditors
Group Manager, Statutory Reporting
Group Manager, Internal Audit
Manager, Risk and Insurance
Group Manager, Tax
Head of Legal Counsel
Group Manager, Information
Management
The committee conducts its work
according to an annual work plan which
is regularly monitored and updated to
ensure that the committee meets its
legal and regulatory obligations.
The committee reviews the following
matters:
• The quarterly and half-yearly
financial reports, the annual
financial statements and accounting
policies for the company and all
subsidiaries.
• The effectiveness of the internal
audit function.
• Management information and
other systems of internal control.
• The auditor’s findings and
recommendation.
• The independence of the external
auditors, meeting with the
external auditors at least once a
year without management being
present.
• Recommendations to the
board on all aspects relating
to the appointment, retention,
resignation/dismissals of external