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Our performance in 2009 - Sappi

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Litigation<br />

We become <strong>in</strong>volved from time to time <strong>in</strong> various claims and<br />

lawsuits <strong>in</strong>cidental to the ord<strong>in</strong>ary course of our bus<strong>in</strong>ess. We<br />

are not currently <strong>in</strong>volved <strong>in</strong> legal proceed<strong>in</strong>gs which, either<br />

<strong>in</strong>dividually or <strong>in</strong> the aggregate, are expected to have a material<br />

adverse effect on our bus<strong>in</strong>ess, assets or properties (see<br />

note 26).<br />

Directors and secretaries<br />

The composition of the board of directors is provided on pages<br />

26 to 28. There were no changes to the composition of the<br />

board dur<strong>in</strong>g the year and there cont<strong>in</strong>ued to be 13 directors,<br />

two of whom were executive directors. All 11 non-executives<br />

rema<strong>in</strong> <strong>in</strong>dependent.<br />

In terms of the Company’s Articles of Association, Dr D Konar,<br />

Mr J D McKenzie, Sir A N R Rudd and Mr M R Thompson will<br />

retire by rotation from the board at the forthcom<strong>in</strong>g annual<br />

general meet<strong>in</strong>g and all be<strong>in</strong>g eligible, have offered themselves<br />

for re-election. The board recommends each of them for<br />

re-appo<strong>in</strong>tment.<br />

Hav<strong>in</strong>g reached the company’s retirement age of 70 years<br />

for non-executive directors, Mr D C Br<strong>in</strong>k and Mr F A Sonn will<br />

retire from the board on 31 December <strong>2009</strong>.<br />

Subsequent to the year end, Mr P N Mageza and Dr R Thummer<br />

were appo<strong>in</strong>ted to the board with effect from 01 January 2010 and<br />

01 February 2010 respectively. In terms of the company’s Articles<br />

of Association, it will be necessary to confirm their appo<strong>in</strong>tments<br />

<strong>2009</strong> annual report<br />

at the forthcom<strong>in</strong>g annual general meet<strong>in</strong>g. They will <strong>in</strong> terms of<br />

the Articles of Association retire from the board at that meet<strong>in</strong>g<br />

and be<strong>in</strong>g eligible, will offer themselves for re-election.<br />

Personal details of Dr D Konar, Mr J D McKenzie, Sir A N R Rudd<br />

and Mr M R Thompson are set out on pages 27 to 28 of this<br />

report and of Mr P N Mageza and Dr R Thummer are set out on<br />

page 205 of this report.<br />

The remuneration and fees of the directors of <strong>Sappi</strong> Limited<br />

are set out <strong>in</strong> the Compensation report on pages 87 to 91.<br />

The beneficial <strong>in</strong>terests of directors <strong>in</strong> the shares of the company<br />

(<strong>in</strong>clud<strong>in</strong>g options and rights and options <strong>in</strong> terms of the Scheme<br />

and conditional share awards <strong>in</strong> terms of the Plan) are disclosed<br />

<strong>in</strong> the Compensation report on pages 87 to 91.<br />

A register of <strong>in</strong>terests of directors and other executives <strong>in</strong> shares<br />

of the company is available to shareholders and the public<br />

on request.<br />

The secretaries and their bus<strong>in</strong>ess and postal addresses are<br />

set out on page 206.<br />

Special resolutions<br />

A full list of the special resolutions passed by the company<br />

and its subsidiaries dur<strong>in</strong>g the year will be made available to<br />

shareholders on request.<br />

Subsidiary companies<br />

Details of the company’s significant subsidiaries are set out <strong>in</strong><br />

Annexure A on page 198.<br />

99<br />

f<strong>in</strong>ancials

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