10.07.2015 Views

Anglo Platinum Limited Board Charter

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PLATINUMANGLO PLATINUM LIMITEDBOARD CHARTER12. MEETINGS AND BOARD ATTENDANCES (continued)12.2 Directors shall use their best endeavours to attend <strong>Board</strong> meetings and to preparethoroughly for each meeting. Directors are expected to participate fully, frankly andconstructively in <strong>Board</strong> discussions and other activities and to bring the benefit of theirparticular knowledge, skills and abilities to the <strong>Board</strong>. Directors shall at all times beaware of their fiduciary duties towards the Company. Directors who are unable toattend shall advise the Company Secretary.12.3 The Chairman or Deputy Chairman may for good reason request Executive Directorsto leave the <strong>Board</strong>room for any part of the <strong>Board</strong> meeting. This is especially so duringdeliberations relating to executive performance or remuneration or where there maybe a perceived or actual conflict of interest.12.4 Executive management, as appropriate, may attend <strong>Board</strong> meetings by invitation.12.5 Professional advisors, officers or members of staff whose input may be required orwho may be invited for the purpose of inter alia capacity building for potentialDirectors, may be invited to the meetings, at the discretion of the Chairman.12.6 The Chairman may excuse from the meeting or from any item on the agenda any ofthe attendees at a meeting who may have or may be considered by the <strong>Board</strong> to havea conflict of interest.12.7 No invitee shall have a vote at meetings of the <strong>Board</strong>.13. PROCEEDINGS OF MEETINGS13.1 Meetings and proceedings of the <strong>Board</strong> shall be governed by the Company’s Articles(Memorandum of Incorporation).13.2 An annual calendar of meetings, with an outline of the cyclical business to beconsidered at each meeting, shall be drawn up by the Company Secretary, inconjunction with the Chairman, Deputy Chairman and CEO.13.3 Unless under exceptional circumstances, at least 5 working days notice shall be givenof a meeting of the <strong>Board</strong>. Such notices shall, where possible, include the agendaand any supporting papers.13.4 The Company Secretary, in conjunction with the Chairman, Deputy Chairman andCEO, shall prepare an agenda raising all relevant issues requiring attention to ensurethat effective proceedings are facilitated.14

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