Our performance in 2009 - Sappi

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No issue and/or sale of these shares is contemplated at present nor will be made which could effectively transfer control of Sappi without the prior approval of shareholders in general meeting. 6. Ordinary resolution number 5: Non-executive directors’ fees ‘Resolved that, with effect from 01 October 2009 and until otherwise determined by Sappi Limited (‘Sappi’) in general meeting, the remuneration of the non-executive directors for their services shall be increased as follows: 1. Sappi board fees From To Chairperson ZAR1,650,000 pa* ZAR1,765,500 pa* * Inclusive of all committee fees. Senior independent non-executive director If South African resident ZAR356,000 pa ZAR380,900 pa If European resident GBP54,600 pa If USA resident US$82,700 pa Other directors If South African resident ZAR237,500 pa ZAR254,100 pa If European resident GBP35,700 pa GBP36,400 pa If USA resident US$54,000 pa US$55,100 pa 2. Audit committees Group committee Chairperson From To If South African resident ZAR237,500 pa ZAR254,100 pa If European resident GBP35,700 pa GBP36,400 pa If USA resident US$54,000 pa US$55,100 pa Other members If South African resident ZAR118,000 pa ZAR126,300 pa If European resident GBP17,900 pa GBP18,300 pa If USA resident US$27,000 pa US$27,500 pa Regional audit committees Chairperson If South African resident If European resident If USA resident ZAR30,000 per meeting GBP4,600 per meeting US$6,750 per meeting ZAR32,100 per meeting GBP4,700 per meeting US$6,900 per meeting 2009 annual report 203 From To 3. Human resources committee, compensation committee, nomination and governance committee and any additional committees Chairperson If South African resident ZAR148,000 pa ZAR158,400 pa If European resident GBP21,500 pa GBP21,900 pa If USA resident US$32,000 pa US$32,600 pa Other members If South African resident ZAR77,000 pa ZAR82,400 pa If European resident GBP15,100 pa GBP15,400 pa If USA resident US$19,500 pa US$19,900 pa Regional audit committees Chairperson If South African resident If European resident If USA resident ZAR30,000 per meeting GBP4,600 per meeting US$6,750 per meeting ZAR32,100 per meeting GBP4,700 per meeting US$6,900 per meeting From To 4. Additional meeting fees, board meetings in excess of five meetings per annum (whether attended in person or by teleconference/videoconference) If South African ZAR23,700 ZAR25,400 resident per meeting per meeting GBP3,500 GBP3,600 If European resident per meeting per meeting US$5,400 US$5,500 If USA resident per meeting per meeting 5. Travel compensation (increase of 3.7%) For more than ten flight hours return US$2,700 per meeting From To US$2,800 per meeting Sappi indicated in the notice to shareholders dated 06 December 2004 that it planned to review directors’ fees annually in future. Ordinary resolution number 5 increases the remuneration currently paid to non-executive directors and board committee members by between approximately 2% and 7% per annum depending generally on the domicile of the directors and the currency in which they are paid, with effect from 01 October 2009. The fees were last increased with effect from 01 October 2008 and have been reviewed financials
204 Notice to shareholders continued to ensure that Sappi’s fees remain generally comparable with those of its peer companies in the various countries in which its directors are domiciled. The responsibility of non-executive directors continues to increase substantially flowing from legislative, regulatory and corporate governance requirements. The proposed fees are considered reasonable in the circumstances. The practice has been and will continue to be that directors’ and board committee fees are paid to non-executive directors only. In line with their international responsibilities, directors resident in South Africa will be entitled to be paid up to one third of their directors’ fees in either United States Dollars or British Pounds Sterling. As at the date of this notice, the board has not made a decision on retaining the position of senior non-independent director after the retirement of the present incumbent, Mr D C Brink, at the end of December 2009. Further information on this will be provided at the meeting. For the purposes of flexibility, the latest fee proposals for the position include the provision for fees not only in rands as in the past, but also in British Pound Sterling and US dollars in the event that the position is retained and a non- South African is appointed. The proposed fees are in the same ratio to the Chairman’s fee as the existing senior independent non-executive fee. 7. Ordinary resolution number 6: Signature of documents ‘Resolved that any director of Sappi Limited is authorised to sign all such documents and do all such things as may be necessary for or incidental to the implementation of the resolutions passed at the annual general meeting held on 01 March 2010 or any adjournment thereof.’ Proxies A shareholder is entitled to appoint one or more proxies to attend, speak and on a poll to vote in his stead. A proxy need not be a shareholder. For the convenience of shareholders, a form of proxy is enclosed. The attached form of proxy is only to be completed by a shareholder who holds Sappi shares in certificated form or has dematerialised his shares (ie has replaced the paper share certificates with electronic records of ownership under JSE’s electronic settlement system (Strate Limited) and is recorded in the sub-register in ‘own name’ dematerialised form (ie a shareholder who has specifically instructed his Central Securities Depositary Participant (CSDP) or broker to hold his shares in his own name on Sappi’s sub-register). A shareholder who has dematerialised his shares and who is not registered as an ‘own name’ dematerialised shareholder and who wishes to: • attend the annual general meeting must instruct his CSDP or broker to provide him with a letter of representation to enable him to attend such meeting; or • vote but not to attend the annual general meeting, must provide his CSDP or broker with his voting instructions in terms of the relevant custody agreement between him and his CSDP or broker. Such a shareholder must not complete the attached form of proxy. When authorised to do so, CSDPs or brokers recorded in Sappi’s sub-register or their nominees should vote either by appointing a duly authorised representative to attend and vote at the annual general meeting to be held on 01 March 2010 or any adjournment thereof or by completing the attached form of proxy and returning it to one of the addresses indicated on the form of proxy in accordance with the instructions thereon. Questions The board invites shareholders to ask questions at the annual general meeting. In order to facilitate the answering of questions at the meeting, shareholders who wish to ask questions in advance are encouraged to submit their questions in writing to the Group Secretary by 17:00 on Thursday, 25 February 2010 at: 7th Floor 48 Ameshoff Street Braamfontein Johannesburg 2001 or PO Box 31560 Braamfontein 2017 or by e-Mail to Denis.O’connor@sappi.com Sappi Management Services (Pty) Limited Secretaries: per D J O’Connor 48 Ameshoff Street Braamfontein, Johannesburg 2001 04 December 2009
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SAPPI GROUP (Sappi Limited) ANNUAL
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• the impact of future investment
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Our reporting strategy As a leading
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1 2 North America 2 4 1 San Francis
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4 Our performance in 2009 Financial
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6 Our performance against financial
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8 Our performance against sustainab
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10 Our performance against sustaina
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12 Our performance against sustaina
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14 Our sustainable business cycle T
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16 Our products 1 2 3 Coated paper
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Our objectives for 2010 Improve pro
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20 Letter to shareholders continued
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22 Letter to shareholders continued
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24 Interview with Ralph Boëttger,
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26 Our leadership Independent non-e
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28 Our leadership continued Indepen
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30 Review of operations Sappi Fine
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32 Review of operations | Sappi Fin
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34 Review of operations | Sappi Fin
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36 Review of operations Sappi Fores
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38 Review of operations | Sappi For
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40 Value added statement for the ye
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42 Chief financial officer’s repo
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62 Five-year review for the year en
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64 Share statistics at September 20
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Risk management Global economic con
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Risk philosophy The Sappi Limited b
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Independence Accountability Given t
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Fairness Social responsibility Lege
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2009 annual report 75 Induction and
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2009 annual report 77 employment of
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2009 annual report 79 board to esta
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As part of continuous improvement t
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Compensation report In 2009, the co
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Balance between fixed and variable
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Executive directors (1) Details of
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2009 annual report 89 R J Boëttger
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2009 annual report 91 Board Committ
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Auditor’s report Independent audi
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Audit committee report The legal re
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Directors’ report for the year en
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Litigation We become involved from
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Group balance sheet at September 20
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Group statement of changes in equit
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Group balance sheet in Rands conven
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Notes to the group annual financial
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• Financial assets and financial
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2.2.10 Non-current assets held for
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(iii) Dividends Dividends are recog
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uyer and seller) multiple used in o
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2.4 Adoption of accounting standard
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Corporate and eliminations Group 20
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2009 annual report US$ million 2009
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6. Taxation (benefit) charge contin
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7. Earnings per share and headline
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2009 annual report 9. Property, pla
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US$ million 2009 annual report 2009
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13. Joint ventures and associates*
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16. Trade and other receivables con
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2009 annual report 17. Ordinary sha
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20. Interest-bearing borrowings con
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2009 annual report 20. Interest-bea
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22. Provisions continued September
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27. Post-employment benefits - pens
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Page 206 and 207: not be comparable with similarly ti
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Our performance in 2009 - Sappi

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