2007 Annual Report - Sappi

The board of directors
The basis for good governance at Sappi is laid down in the
charter for the board of directors as published on the company
website (www.sappi.com). This charter sets out the role of
the board and its committees, guidelines and internal rules
for board and board committee composition frequency of
meetings, annual workplans and board evaluations of board
and board committee and compliance with board policies. It
also specifically defines the roles of the chairman and chief
executive officer.
The board currently comprises two executive and eleven
non-executive directors who collectively determine major
policies and strategies. Ten directors can be classified as
independent non-executive directors in terms of the King II
Report definitions. The non-executive directors derive no
benefits from the company for their services as directors
other than their fees. The non-executive directors’ business
experience enables them to evaluate strategy and act in the
group’s best interest, as well as a check and balance to the
executive directors.
The composition of the board, its subcommittees and attendance
at both scheduled and unscheduled meetings, including by
teleconference and videoconference, is summarised in the
following table:
Nomination
Audit and Human
Name Status Board committee governance Compensation Resources
R Boëttger (1) chief executive officer √ 2/2
W Pfarl (3) executive director √ 3/3c
M R Thompson chief financial officer √ 5/5
E van As (2) non-executive, chairman √C 5/5 √ 7/7 √C 2/2
D C Brink senior independent
non-executive √ 5/5 √ 5/6 √ 7/7 √C 4/4
M Feldberg independent non-executive √ 5/5 √C 7/7 √ 2/4
J E Healey independent non-executive √ 5/5 √ 6/6 √ 2/2
K de Kluis (4) independent non-executive √ 1/1 √C (4) 3/3
D Konar independent non-executive √ 5/5 √C 6/6 √ 2/2
H C Mamsch independent non-executive √ 5/5 √ 6/6 √ 4/4
J McKenzie (5) independent non-executive √ 1/1 0/0
K R Osar (6) independent non-executive √ 3/3 0/0
B Radebe independent non-executive √ 4/5 √ 2/2
A N R Rudd independent non-executive √ 5/5 √ 2/4
F A Sonn independent non-executive √ 4/5 √ 6/7
(1) R Boëttger was appointed chief executive officer from 01 July 2007.
(2) E van As handed over executive responsibilities during August 2007.
(3) W Pfarl retired on 30 June 2007.
(4) K de Kluis retired on 31 December 2006 and D Konar replaced him as chairman of the audit committee.
(5) J McKenzie appointed from 01 September 2007.
(6) K Osar appointed from 01 May 2007.
In the first column √ indicates membership and C indicates chairman. The numbers in the second column indicate the number of
meetings attended out of the maximum possible number of meetings.
sappi limited | 07 | annual report 55