Our performance in 2009 - Sappi

More documents

Recommendations

Info

Independence Accountability Given the strategic operational role of the chief executive officer, this function should be separate from that of the chairman of the board Audit committee should consist of independent board members. Remuneration committee should consist entirely or mainly of independent, non-executive directors Majority of independent board members The chairman should preferably be an independent non-executive director Effective sub-committees to assist the board The role of chief executive officer is held by Mr Ralph Boëttger. This role is separate from the chairman of the board At Sappi the functions of a remuneration committee are split between a compensation committee and human resources and transformation committee. Although the chairman of the board is also the chairman of the human resources and transformation committee he is not a member of the compensation committee or the audit committee. These committees all comprise independent, non-executive directors 11 of the 13 board members are independent, non-executive directors The chairman of the board is Dr Danie Cronjé, an independent, non-executive director To manage its workload, the board has appointed sub-committees with the specific objective of evaluating key areas of business performance, in particular governance, on a more detailed basis and to report to the board regularly on any issues that might arise, although it is understood that delegation of responsibilities to sub-committees does not relieve the board of its ultimate responsibility for the affairs of the company. The following board committees have been appointed to deal with specific subjects: Nomination and governance committee Audit committee Compensation committee Human resources and transformation committee In addition, a number of management subcommittees have been formed to assist the chief executive officer and chief financial officer in the discharge of their responsibilities: Executive management committee Sustainability executive committee (chaired by an independent non-executive director) Sustainability council Disclosure committee Treasury committee Technical committees Group risk management team 2009 annual report 71 Element/best practice Sappi application/comments King III report implications Performance related elements should constitute a substantial portion of the total remuneration policy A significant portion of the remuneration of the executive directors and senior management consists of a performance bonus and awards in terms of the Sappi Limited Performance Share Incentive Scheme to align their objectives with those of stakeholders. Refer to the compensation report on page 83 for details of these incentive schemes Board and director evaluations The board, through the nomination and governance committee, performs regular selfevaluations of its committees and the contribution of each individual director. The composition and effectiveness of the board and its committees form part of this evaluation √ In addition, King III recommends that the memorandum of incorporation of the company should allow the board to remove any director from the board, including executive directors, without shareholder approval being necessary √ All members of board sub-committees must be board members √ Regional audit sub-committees may include executive and non-executive directors The sustainability executive committee is chaired by an independent, non-executive director A minimum of two executive directors, specifically the chief executive officer and chief financial officer must be appointed to the board √ The chairman of the board should not be the chief executive officer √ Substantially in place. An IT steering committee will be established to promote IT governance throughout the group It is recommended that audit committee responsibility be expanded beyond financial reporting to include sustainability It is recommended that the remuneration policy be put forward by the board to the shareholders to enable shareholders to express their views on the remuneration policy Board has considered whether to continue to do the evaluation in-house or by independent service providers and has decided to contract outside service providers, every three years governance
72 Accountability Responsibility Corporate governance continued Element/best practice Sappi application/comments King III report implications The board should regularly review processes and procedures to ensure the effectiveness of the company’s internal systems of control, so that its decision-making capability and the accuracy of its reporting are maintained at a high level at all times Risk management: the board must identify key risk areas and monitor effectiveness of the risk management process This review is primarily the role of the audit committee; refer to the further disclosure on its activities in this section A management committee is responsible for the implementation of risk management. The board monitors the overall process of risk management in conjunction with the audit committee Induction and training of directors Induction programmes are tailored for each individual director on appointment as a director and continued individual training is available thereafter Terms should not exceed three years but re-election by shareholders at the AGM is allowed, if eligible Skills, experience, background and new ideas The board has the right to appoint new directors during the year and the appointments of such directors require to be confirmed by shareholders at the next annual general meeting (AGM) after the appointment. Such directors are also required to retire at that AGM and are eligible for re-election to the board. A programme of staggered rotation is in place whereby directors retire by rotation at least every three years and can be re-elected by shareholders at the AGM. The nomination and governance committee makes recommendations to the board as to eligibility, taking into account past performance and contribution. The board, in turn, makes recommendations for re-election to the shareholders at the AGM All candidates for board positions are considered and evaluated by the nomination and governance committee prior to nomination and appointment to the board. Factors considered for new candidates and for existing board members during annual evaluation, include background, skills, experience, performance, as well as a balance between continuity and the need for new ideas. The evaluation of directors includes an interview with the chairman and senior independent, non-executive directors who report back to the nomination and governance committee as well as a self-assessment based evaluation A combined assurance model will be formalised during 2010 with oversight by the audit committee A formally documented holistic review (based on the combined assurance) of internal financial controls will be performed by the audit committee with their conclusions reported to the board and stakeholders Risk management process is currently being revised with oversight from the audit committee and board. One of the items to consider is the recommendation that a risk committee be appointed by the board as a standing committee. Sappi is of the view that the current oversight by the audit committee and board together with the group risk management team sufficiently addresses this aspect Substantially adopted. Additional training for directors regarding risk and IT governance in 2010 √ √
Page 1 and 2:
SAPPI GROUP (Sappi Limited) ANNUAL
Page 3 and 4:
• the impact of future investment
Page 5 and 6:
Our reporting strategy As a leading
Page 7 and 8:
1 2 North America 2 4 1 San Francis
Page 9 and 10:
4 Our performance in 2009 Financial
Page 11 and 12:
6 Our performance against financial
Page 13 and 14:
8 Our performance against sustainab
Page 15 and 16:
10 Our performance against sustaina
Page 17 and 18:
12 Our performance against sustaina
Page 19 and 20:
14 Our sustainable business cycle T
Page 21 and 22:
16 Our products 1 2 3 Coated paper
Page 23 and 24:
Our objectives for 2010 Improve pro
Page 25 and 26: 20 Letter to shareholders continued
Page 27 and 28: 22 Letter to shareholders continued
Page 29 and 30: 24 Interview with Ralph Boëttger,
Page 31 and 32: 26 Our leadership Independent non-e
Page 33 and 34: 28 Our leadership continued Indepen
Page 35 and 36: 30 Review of operations Sappi Fine
Page 37 and 38: 32 Review of operations | Sappi Fin
Page 39 and 40: 34 Review of operations | Sappi Fin
Page 41 and 42: 36 Review of operations Sappi Fores
Page 43 and 44: 38 Review of operations | Sappi For
Page 45 and 46: 40 Value added statement for the ye
Page 47 and 48: 42 Chief financial officer’s repo
Page 67 and 68: 62 Five-year review for the year en
Page 69 and 70: 64 Share statistics at September 20
Page 72 and 73: Risk management Global economic con
Page 74 and 75: Risk philosophy The Sappi Limited b
Page 78 and 79: Fairness Social responsibility Lege
Page 80 and 81: 2009 annual report 75 Induction and
Page 82 and 83: 2009 annual report 77 employment of
Page 84 and 85: 2009 annual report 79 board to esta
Page 86 and 87: As part of continuous improvement t
Page 88 and 89: Compensation report In 2009, the co
Page 90 and 91: Balance between fixed and variable
Page 92 and 93: Executive directors (1) Details of
Page 94 and 95: 2009 annual report 89 R J Boëttger
Page 96 and 97: 2009 annual report 91 Board Committ
Page 98 and 99: Auditor’s report Independent audi
Page 100 and 101: Audit committee report The legal re
Page 102 and 103: Directors’ report for the year en
Page 104 and 105: Litigation We become involved from
Page 106 and 107: Group balance sheet at September 20
Page 108 and 109: Group statement of changes in equit
Page 110 and 111: Group balance sheet in Rands conven
Page 112 and 113: Notes to the group annual financial
Page 114 and 115: • Financial assets and financial
Page 116 and 117: 2.2.10 Non-current assets held for
Page 118 and 119: (iii) Dividends Dividends are recog
Page 120 and 121: uyer and seller) multiple used in o
Page 122 and 123: 2.4 Adoption of accounting standard
Page 124 and 125: Corporate and eliminations Group 20
Page 126 and 127:
2009 annual report US$ million 2009
Page 128 and 129:
6. Taxation (benefit) charge contin
Page 130 and 131:
7. Earnings per share and headline
Page 132 and 133:
2009 annual report 9. Property, pla
Page 134 and 135:
US$ million 2009 annual report 2009
Page 136 and 137:
Page 138 and 139:
13. Joint ventures and associates*
Page 140 and 141:
Page 142 and 143:
16. Trade and other receivables con
Page 144 and 145:
2009 annual report 17. Ordinary sha
Page 146 and 147:
Page 148 and 149:
20. Interest-bearing borrowings con
Page 150 and 151:
2009 annual report 20. Interest-bea
Page 152 and 153:
22. Provisions continued September
Page 154 and 155:
Page 156 and 157:
27. Post-employment benefits - pens
Page 158 and 159:
27. Post-employment benefits - pens
Page 160 and 161:
2009 annual report 2009 2008 27. Po
Page 162 and 163:
2009 annual report 28. Post-employm
Page 164 and 165:
28. Post-employment benefits - othe
Page 166 and 167:
29. Share-based payments continued
Page 168 and 169:
2009 annual report 29. Share-based
Page 170 and 171:
2009 annual report 29. Share-based
Page 172 and 173:
30. Financial instruments continued
Page 174 and 175:
Page 176 and 177:
Page 178 and 179:
2009 annual report 30. Financial in
Page 180 and 181:
Page 182 and 183:
Page 184 and 185:
Page 186 and 187:
Page 188 and 189:
Page 190 and 191:
Page 192 and 193:
Page 194 and 195:
2009 annual report 31. Related-part
Page 196 and 197:
2009 annual report 33. Environmenta
Page 198 and 199:
Company auditor’s report for the
Page 200 and 201:
Condensed Sappi Limited company bal
Page 202 and 203:
2009 annual report Notes to the con
Page 204 and 205:
Glossary General definitions bleach
Page 206 and 207:
not be comparable with similarly ti
Page 208 and 209:
No issue and/or sale of these share
Page 210 and 211:
Notes Confirmation of appointment o
Page 212 and 213:
Proxy form for annual general meeti
Page 214 and 215:
forward-looking statements Certain
show all

Our performance in 2009 - Sappi

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?