2012 Integrated report - Sappi

Governance and compensation
Corporate
governance
Sappi is committed to high standards of corporate governance
which form the foundation for the long term sustainability of our
company and creation of value for our stakeholders. The group
endorses the recommendations contained in the King Code of
Governance Principles for South Africa 2009 (King III) and applies
the various principles. A summary of how Sappi applies the King
III principles is provided on pages 74 to 80. The application of
certain practices recommended in the King Code is being
strengthened, details of which are set out in the relevant sections
of the Corporate Governance Report.
The group maintains its primary listing on the JSE Limited and is
also listed on the New York Stock Exchange. The group complies
in all material respects with the regulations and codes of these
exchanges as they apply to Sappi.
The board of directors
The basis for good governance at Sappi is laid out in the board
charter, which sets out the division of responsibilities between
the board and executive management. The board collectively
determines major policies and strategies and is responsible
for managing risk, including setting risk appetite. For further
information about the board and the board charter please refer
to the group’s website www.sappi.com.
The composition of the board and attendance at board meetings
and board committee meetings is set out in the following two
tables. The first table relates to the period October 2011 until
the end of January 2012. At this time, certain board committees
were restructured in order to cater for the South African
Companies Act requirement that certain companies must
have a social and ethics committee. The restructured board
committees, relevant composition and attendances are set out
in the second table, which covers the period from February 2012
until 30 September 2012.
Table (1) Period – October 2011 to January 2012
Board committees
Name Status Board Audit
Nomination
and
governance
Compensation
Human
resources and
transformation
Sustainability
R J Boëttger Chief executive officer 1/1 B 2/3 B 1/1 B 2/2 B 1/1 1/2
M R Thompson Chief financial officer 1/1 B 3/3
G P F Beurskens 1 Independent non-executive 1/1 0/0
D C Cronjé Independent non-executive, chairman 1/1 E 1/3 C 1/1 E 2/2 C 1/1 E 0/2
M A Fallon 2 Independent non-executive 1/1 0/0
M Feldberg Lead independent director 1/1 1/1 C 2/2
J E Healey 3 Independent non-executive 1/1 3/3 0/1
D Konar Independent non-executive 1/1 C 3/3 1/1
J D McKenzie Independent non-executive 1/1 2/2 C 2/2
N P Mageza Independent non-executive 1/1 3/3 1/1
M V Moosa Non-executive 1/1
K R Osar Independent non-executive 1/1 3/3
B Radebe Independent non-executive 1/1 1/1
A N R Rudd Independent non-executive 1/1 1/1 1/2
R Thummer Independent non-executive 1/1 2/2
1. Mr Beurskens was appointed to the board with effect from 01 October 2011 and to the audit committee with effect from 01 January 2012.
2. Mr Fallon was appointed to the audit committee with effect from 01 January 2012.
3. Mr Healey retired from the board on 31 December 2011.
Indicates board committee membership, C indicates board committee chairman, B indicates attendance by invitation and E indicates attendance
ex officio. The figures in each column indicate the number of meetings attended out of the maximum possible number of meetings during the
period indicated.
sappi Integrated Report 2012 67