Entire Annual Report - Anglo American Platinum

The Board is responsible to the shareholders for settingthe direction of the Group through the establishment ofstrategic objectives and key policies. It monitors theimplementation of the strategies and policies through astructured approach to reporting on the basis of agreedperformance criteria and defined, written delegations tomanagement for the detailed planning and implementationof such objectives and policies. The Board meets quarterly,or more frequently if circumstances so require, to reviewmatters specifically reserved for its decision, includingfinancial and operational results, and to consider issuesof strategic direction, major acquisitions and disposals,approval of major capital expenditure and any othermatters having a material effect on the Group.All Directors are subject to retirement by rotation andre-election by shareholders at least once every threeyears in accordance with the Company’s Articles ofAssociation. The appointment of new Directors isapproved by the Board as a whole.All Directors have access to the advice and services of theCompany Secretary and, with the prior agreement of theChairman, are entitled to seek independent professionaladvice concerning the affairs of the Company at itsexpense.The Board has established a number of standingcommittees – namely, the Executive Committee, theAdministration Committee, the Operating Committee,the Audit Committee, the Remuneration Committee, theRisk Committee and the Safety, Health and Environment(SHE) Committee. In addition, the Group’s employmentpractices are monitored by the TransformationCommittee. These committees operate within the definedterms of reference laid down in writing by the Board.The Audit and Remuneration Committees are chairedby a Non-Executive Director and have a majority ofsuch Directors.Executive and AdministrationCommitteesThe membership of the Company’s Executive andAdministration Committees consists of the Company’ssix Executive Directors namely:B E Davison (Chairman)J A DreyerD T G EmmettE FordB E NgubaneR H H van KerckhovenSecretary: D D van Schaik (Mrs)The Executive Committee is responsible to the Board forrecommending the Group’s policies and strategies and formonitoring their implementation according to the Board’sdirectives. It deals with all executive business, is responsiblefor all material matters not specifically reserved for theBoard, and co-ordinates and monitors the use of resourcesto achieve the aims of the Group. The AdministrationCommittee is responsible for all matters pertaining tostaff and administration.Operating CommitteeThe Operating Committee, a sub-committee of the ExecutiveCommittee, is responsible for directing, monitoring andcontrolling all technical aspects of the Group’s operations,including mining, metallurgical, refining and relatedoperations.The members of the Company’s Operating Committeeare as follows:E Ford (Chairman)P J V KinverP CharlesworthT S O’ConnorP M CoetzerD PelserJ A GeldenhuysR PilkingtonC I GriffithA RudolphW GrundlingD E SpannJ M HalheadC A F SweetT N HolohanF A UysJ R Johnston (Dr)P R S van DorssenA N JonesSecretary: G F LindenAudit CommitteeThe Directors’ Report (page 130) contains a statementrelating to the Directors’ responsibilities. For the purposesof enabling the Directors to fulfil these responsibilities,and for maintaining systems of internal controls aimed atreducing the risk of error or loss, the internal auditfunction, acting on behalf of the Board, independentlyappraises the Group’s internal systems of control andreports its findings to the Audit Committee. The auditapproach entails a thorough comprehension of theGroup’s financial and accounting objectives, and of theunderlying systems and procedures.The audit plan is determined annually, based on therelative degree of the inherent risk of Group operations.The overall effectiveness of internal auditing in the Groupis achieved through the development of audit standards,methodologies and techniques, and by conducting ongoingtraining programmes to ensure that those tasked withthis responsibility remain abreast of current developmentsand practices.137