Our performance in 2009 - Sappi

74
Corporate governance continued
The board of directors
The basis for good governance at Sappi is laid out in the charter for the board of directors as
published on the company website (www.sappi.com). This charter sets out the role of the board
and its committees, guidelines and internal rules for board and board committee composition,
frequency of meetings, annual workplans and evaluations of board and board committees and
compliance with board policies. It also specifically defines the roles of the chairman and chief
executive officer.
The board currently comprises two executive and 11 independent, non-executive directors, who
collectively determine major policies and strategies and are responsible for managing risk. The
non-executive directors do not derive any benefits from the company for their services as directors
other than their fees. The business experience and expertise of the non-executive directors enable
them to evaluate strategy and to act in the group’s best interest, and to provide a check and
balance to the executive directors.
The composition of the board in terms of years of board membership reflects a balance between
continuity and the need for new ideas. This forms part of the annual evaluation by the nomination
and governance committee. Refer to the chart alongside:
The composition of the board, its sub-committees and attendance at meetings, including by teleconference and videoconference,
is summarised in the following table:
Board committees
Nomination
Human
Resources
Audit and Compen- and
Name Status Board committee Governance sation (5) Transformation
R Boëttger chief executive officer 5/5 B 7/7 B 5/5 B 4/4 B 2/2
M R Thompson chief financial officer 5/5 B 7/7
D Cronjé (1) independent non-executive chairman 5/5 E 7/7 √ 4/5 E 4/4 √C 2/2
D C Brink (2) senior independent non-executive 5/5 √ 6/7 √ 5/5 √C 4/4
M Feldberg (3) independent non-executive 5/5 √C 5/5 √ 4/4
J E Healey independent non-executive 5/5 √ 7/7 √ 2/2
D Konar independent non-executive 5/5 √C 7/7 √ 2/2
H C Mamsch independent non-executive 5/5 √ 7/7 √ 4/4
J McKenzie independent non-executive 5/5 √ 4/4
K R Osar independent non-executive 5/5 √ 7/7
B Radebe independent non-executive 5/5 √ 1/2
A N R Rudd independent non-executive 5/5 √ 4/5 √ 4/4
F A Sonn (2) independent non-executive 5/5 √ 3/5
P Mageza (4) independent non-executive
R Thummer (4) non-executive
1) Dr D Cronjé will take over the chairmanship of the nomination and governance committee from Mr M Feldberg, effective 01 January 2010.
2) Retires as an independent non-executive director on 31 December 2009.
3) Mr M Feldberg will take over the chairmanship of the compensation committee from Mr D Brink, following his retirement on 31 December 2009.
4) Subsequent to the year end, Mr P N Mageza and Dr R Thummer were appointed to the board with effect from 01 January 2010 and 01 February 2010 respectively.
5) The second meeting was held on 01 October 2009.
√ Indicates board committee membership, C indicates board committee chairman, B indicates attendance by invitation and E indicates attendance ex officio. The figures
in each column indicate the number of meetings attended out of the maximum possible number of meetings.