PLATINUMANGLO PLATINUM LIMITEDBOARD CHARTER5. BOARD PROCEDURES (continued)5.8(cont.)• Review the Directors’, Chairman’s, Deputy Chairman’s and CEO’s remuneration;and• Review policies and practices in general (such as remuneration, donations andsponsorships, authority levels and the like), as appropriate.5.9 Non-Executive Directors may meet separately with management, without ExecutiveDirectors in attendance.5.10 <strong>Board</strong> Committees5.10.1 The <strong>Board</strong> is authorised to establish Committees, in which Non-Executive Directorsshall play an important role, to assist it in the execution of its duties, powers andauthorities. The <strong>Board</strong> shall delegate to each of the Committees established, suchauthority as is required to enable such Committees to fulfil their respective functions.5.10.2 The delegation of authority to <strong>Board</strong> Committees or management shall not mitigate ordischarge the <strong>Board</strong> and its Directors from their duties and responsibilities.5.10.3 The <strong>Board</strong> shall constitute the following Committees: - Audit, Corporate Governance,Nomination, Remuneration, Safety and Sustainable Development and Transformationand any such other <strong>Board</strong> Committees as may be necessary from time to time.5.10.4 Each Committee shall have formal Terms of Reference that shall be approved by the<strong>Board</strong>.5.10.5 The Chairman of each Committee shall report back to the <strong>Board</strong> at each <strong>Board</strong>meeting embracing a general principle of transparency and full disclosure.5.10.6 <strong>Board</strong> Committees and members are authorised to obtain independent outsideprofessional advice as and when considered necessary. The Company Secretaryshall assist the <strong>Board</strong> Committees and members in obtaining any such professionaladvice at the cost of the Company.5.10.7 The <strong>Board</strong> shall be able to impose or revoke any regulation and/or delegation ofauthority, by which any Committee or individual shall operate, at any time by recordingits decision in the <strong>Board</strong> minutes.5.11 Performance Assessment5.11.1 The <strong>Board</strong> shall be responsible for undertaking regular performance assessments ofthe Chairman, Deputy Chairman, CEO, Finance Director, Non-Executive Directors,Executive Directors, and the <strong>Board</strong> as a whole, individual managers and <strong>Board</strong>Committees in order to evaluate their effectiveness and performance.6
PLATINUMANGLO PLATINUM LIMITEDBOARD CHARTER6. MATTERS RESERVED FOR BOARD DECISIONThe following material matters are specifically reserved for decision by the <strong>Board</strong> ofDirectors:Accounting Policies and Practice:Adoption of any significant change or departure.Announcements:Official public announcements which are made by the order of the <strong>Board</strong>, Chairman,Deputy Chairman, CEO or Directors in terms of the Authority Policy Manual.Articles (Memorandum of Incorporation):Recommendations to shareholders for amendments thereto.Auditors (Head of Internal):On the recommendations of the Audit Committee appointment, removal andreplacement thereof.Authorities Policy Manual:Approval and material amendments thereto.<strong>Board</strong> of Directors:• Frequency of <strong>Board</strong> meetings.On the recommendation of the Nomination Committee:• Appointments to and removals from the <strong>Board</strong>;• Appointments of Chairman, Deputy Chairman, Lead Independent Non-ExecutiveDirector, Chief Executive Officer, Executive Directors, Non-Executive Directorsand Independent Non-Executive Directors and determination of their Terms ofReference and powers;• Approval of nominations of Alternate Directors; and• Succession planning.Borrowings:• Exercise of borrowing powers involving amounts in accordance with theprovisions of the Articles of Association;• The granting of any security for borrowings other than in the ordinary course ofbusiness; and• The granting of any debt covenant.Budgets and Strategic Plans:• The approval thereof on an annual basis; and• The approval of and material deviation there from.Business Principles and Code of Ethics:Formulation and amendments thereto.7