Our performance in 2009 - Sappi

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2009 annual report 75 Induction and training of directors Following appointment to the board, directors receive a comprehensive induction tailored to their individual needs. This includes meetings with senior management to enable them to build up a detailed understanding of the group’s business and strategy, and the key risks and issues that it faces which involved presentations and site visits to major operations as well as meetings with the chairman, fellow directors and executive management. The company secretary arranges induction training for the new independent non-executive directors, where appropriate. Additional training is available so that directors can suitably update their skills and knowledge as appropriate. Update briefings are provided to directors on important corporate governance and statutory developments as well as significant operational matters. Board committees The board has established sub-committees to assist it with the discharge of its duties. These sub-committees operate within written terms of reference set by the board. Each committee performs an annual self-assessment. The board sub-committees are as follows: Major external regulations South African Companies Act as well as the corporate legislation in the regions and countries where we have operating units JSE and NYSE Listings Requirements SEC Rules and Regulations, Sarbanes-Oxley Act Competition/Antitrust legislation US Foreign Corrupt Practices Act (FCPA) US Securities Act and US Securities Exchange Act King II Report, as well as the recently issued King III Report Major internal regulations Articles of Association of Sappi Limited Board and board sub-committee charters Policies and procedures Risk and internal control framework Code of Ethics governance
76 Corporate governance continued Audit committee The audit committee was established in 1984 and assists the board in discharging its duties relating to the: safeguarding of assets; oversight role for the risk management function; operation of adequate systems, and control processes; reviewing of financial information and the preparation of accurate financial reporting and statements in compliance with all applicable legal requirements and accounting standards; reviews compliance with the group’s Code of Ethics; oversight of the external auditors’ qualifications, experience and independence; consideration and approval of non-audit services provided by the external auditors; oversight of the performance of the internal and external audit functions; monitoring of compliance with applicable external legal and regulatory requirements; and oversight of non-financial risks and controls as well as IT governance matters through a combined assurance model which will be enhanced during 2010 in line with King III Report principles. In terms of the Corporate Laws Amendment Act, which came into effect during the financial year, the audit committee is required to perform certain duties, including the nomination for appointment of an independent auditor and the determination of the independence of the auditor. The audit committee monitors the qualifications, expertise, resources and independence of both the internal and external auditors and assesses annually the auditor’s performance and effectiveness. The audit committee approves the external auditor’s engagement letter, nature and scope of the audit and the audit fee. The audit committee can confirm that it is satisfied with the independence of the external auditor for the 2009 financial year. The audit committee considers and approves non-audit services provided by the external auditors. This is only contemplated for those non-audit services where significant cost or efficiency benefits are anticipated from utilising external audit as opposed to other service providers. The audit committee oversees the financial reporting process and is concerned with compliance with accounting policies, group policies, legal requirements and internal controls within the group. It reviews compliance with the group’s Code of Ethics and ensures facilities are in place to enable employees to submit concerns confidentially or anonymously, and ensures independent investigations are conducted where necessary. The audit committee consists of five independent, non-executive directors and has satisfied its responsibilities for the year in terms of the mandate. The adequacy of the mandate is reviewed and reassessed annually. The audit committee meets with senior management, which includes the chief executive officer and the chief financial officer, at least four times a year. The audit committee also meets at least once per year with the management disclosure committee. The external and internal auditors attend these meetings and have unrestricted access to the committee and its chairman. The external and internal auditors meet privately with the audit committee on a regular basis. The audit committee chairman is available at the annual general meeting. Regional committees exist in the three major regions and are chaired by independent non-executive directors. These committees have a mandate from the group’s audit committee, to whom they report on a regular basis and they meet at least four times per year. These regional committees assist the Sappi Limited audit committee in the discharge of its duties, particularly as regards the requirements of the Corporate Laws Amendment Act, such as the review of the performance, independence and effectiveness of the auditors as well as the review of the financial information and systems of internal controls of all major operations throughout the group.The audit committee also considered and satisfied itself of the appropriateness of the expertise and experience of the chief financial officer. Dr D Konar has been designated as the audit committee financial expert as required by the Sarbanes-Oxley Act of 2002. Human resources and transformation committee The responsibilities of the human resources committee are, inter alia, to determine the group’s human resource policy and strategy, assist with the hiring and setting of terms and conditions of
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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
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 76 and 77: Independence Accountability Given t
Page 78 and 79: Fairness Social responsibility Lege
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
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Page 100 and 101: Audit committee report The legal re
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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
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Page 122 and 123: 2.4 Adoption of accounting standard
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Page 126 and 127: 2009 annual report US$ million 2009
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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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2009 annual report US$ million 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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27. Post-employment benefits - pens
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2009 annual report 2009 2008 27. Po
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2009 annual report 28. Post-employm
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28. Post-employment benefits - othe
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29. Share-based payments continued
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2009 annual report 29. Share-based
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2009 annual report 29. Share-based
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30. Financial instruments continued
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2009 annual report 30. Financial in
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2009 annual report 31. Related-part
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2009 annual report 33. Environmenta
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Company auditor’s report for the
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Condensed Sappi Limited company bal
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2009 annual report Notes to the con
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Glossary General definitions bleach
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not be comparable with similarly ti
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No issue and/or sale of these share
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Notes Confirmation of appointment o
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Proxy form for annual general meeti
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forward-looking statements Certain
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Our performance in 2009 - Sappi

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