Our performance in 2009 - Sappi
Our performance in 2009 - Sappi
Our performance in 2009 - Sappi
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<strong>2009</strong> annual report 77<br />
employment of executives, the approval of retirement policies and succession plann<strong>in</strong>g for<br />
management and the chief executive officer as well as employment equity and transformation <strong>in</strong><br />
South Africa. The human resources committee consists of three <strong>in</strong>dependent non-executive<br />
directors and the <strong>in</strong>dependent non-executive chairman of the group (who serves as chairman of<br />
the committee).<br />
Management representation at meet<strong>in</strong>gs is by way of <strong>in</strong>vitation and not as members of the<br />
committee. This representation <strong>in</strong>cludes the chief executive officer of the company as well as the<br />
Group Head Human Resources.<br />
Compensation committee<br />
The compensation committee ensures that the compensation philosophy and practices of the<br />
group are aligned to the strategy and <strong>performance</strong> goals. It reviews and agrees compensation<br />
of executive directors and senior executives. It also reviews and agrees executive proposals on<br />
the compensation of non-executive directors for approval by the board and ultimately by<br />
shareholders. The compensation committee consists of five <strong>in</strong>dependent non-executive directors<br />
(one of whom serves as chairman). Directors’ emoluments are disclosed <strong>in</strong> the compensation<br />
report on pages 83 to 89.<br />
Management representation at meet<strong>in</strong>gs is by way of <strong>in</strong>vitation and not as members of the<br />
committee. This representation <strong>in</strong>cludes the chief executive officer of the company as well as the<br />
Group Head Human Resources. For further details on compensation and management <strong>in</strong>centives<br />
at <strong>Sappi</strong> please refer to the compensation report on pages 83 to 91.<br />
Nom<strong>in</strong>ation and governance committee<br />
The nom<strong>in</strong>ation and governance committee considers the leadership requirements of the<br />
company and identifies and nom<strong>in</strong>ates suitable candidates for appo<strong>in</strong>tment to the board for<br />
board and then shareholders’ approval. It reviews the composition of the board and performs<br />
regular self-evaluations of the board and the various board committees. This evaluation <strong>in</strong>cludes<br />
board members’ <strong>in</strong>dividual as well as collective contributions and <strong>performance</strong>. The committee<br />
makes appropriate recommendations to the board based on these evaluations, at least annually.<br />
Recommendations are <strong>in</strong> turn made by the board to the shareholders at the annual general<br />
meet<strong>in</strong>g. A policy detail<strong>in</strong>g the procedures for appo<strong>in</strong>tments to the board is <strong>in</strong> place. The<br />
committee makes recommendations on corporate governance practices and disclosures for<br />
<strong>Sappi</strong> and reviews compliance with corporate governance requirements. The nom<strong>in</strong>ation and<br />
governance committee consists of five <strong>in</strong>dependent non-executive directors (one of whom serves<br />
as chairman). The chief executive officer is <strong>in</strong>vited to meet<strong>in</strong>gs of the committee.<br />
Management committees<br />
Responsibility for the day-to-day management of the group has been assigned by the board to<br />
the chief executive officer. To assist the chief executive officer <strong>in</strong> discharg<strong>in</strong>g these duties, a<br />
number of management committees have been formed.<br />
governance
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