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Anglo Platinum Limited Board Charter

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PLATINUMANGLO PLATINUM LIMITEDBOARD CHARTER4. ROLE OF THE BOARD (continued)4.18 The <strong>Anglo</strong> <strong>Platinum</strong> <strong>Board</strong> shall promulgate policies consistent with the organisation’slegitimate interests and good business practices and shall thus: subscribe to fair,equitable and non-discriminatory employment practices, preserve and protect thenatural environment (insofar as this is possible as a mining Company) and enhanceand promote the rights and participation of communities they serve. Sustainabilityreporting should be integrated with the Company’s financial reporting.4.19 The <strong>Board</strong> shall consider business rescue proceedings or turnaround mechanisms assoon as the Company is financially distressed.5. BOARD PROCEDURES5.1 The conduct of Directors shall be consistent with their duties and responsibilities tothe Company and consequently, indirectly to the shareholders.5.2 Directors’ responsibilities, rights, obligations and duties are set out in the Articles, theCompanies Act, the Listings Requirements of the JSE, and the Code of CorporatePractices and Conduct (King III) and Common Law.5.3 Directors shall comply with all relevant legislation and shall be required to maintainstrict confidentiality of all information relating to the business of the Company.5.4 The <strong>Board</strong> shall be disciplined in fulfilling its function, with the emphasis being placedon strategic issues and policy.5.5 The <strong>Board</strong>’s discussions shall be open and constructive. The Chairman shall seek aconsensus in the <strong>Board</strong> but may, where necessary, call for a vote. Discussions andrecords shall remain confidential unless a specific directive is received from the <strong>Board</strong>to the contrary.5.6 The <strong>Board</strong> shall have sole authority over its agenda. Any Director may request theCompany Secretary to include an item on the <strong>Board</strong> agenda.5.7 At each meeting the <strong>Board</strong> shall, at a minimum, consider the matters laid out in themeeting agenda.5.8 The <strong>Board</strong> shall, during the cycle of its activities:• Approve the strategy, the business plan and the annual budget;• Approve the annual and half-yearly financial statements and statutory reportsand shareholders and public announcements;• Approve the integrated report containing details of social, environmental andeconomic issues as they may relate to the Company;• Consider, and if appropriate, declare or recommend the payment of dividends;• Review the performance of <strong>Board</strong> members and <strong>Board</strong> Committees;5

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