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Holding companyNature of Number of shares held Carrying amount current accountbusiness 2003 2002 2003 2002 2003 2002Rm Rm Rm Rm RmPlatinum Gilde InternationalDeutschland Gmbh (vii) K 50 000 50 000 – –PGM (Brakspruit) (Proprietary)Limited C 200 000 200 000 – –Platinum Air Services Limited G 100 100 – –Platinum Mines Expansion Services(Proprietary) Limited F 100 100 – –Platinum Open Cast Services(Proprietary) Limited A 1 1 – –Platinum Prospecting Company(Proprietary) Limited N 508 000 508 000 – –Platmed Properties (Proprietary)Limited I 100 100 – –Platmed (Proprietary) Limited H 100 100 – –Precious Metal Refiners (Proprietary)Limited B 1 000 1 000 – –Pyramid Platinum Limited C 1 000 1 000 – –Rustenburg Base Metals Refiners(Proprietary) Limited B 1 000 1 000 – –Rustenburg Platinum Mines (Cyprus)Limited (viii) E 50 000 – – –Transvaal Land and DevelopmentCompany (Proprietary) Limited N 220 220 – –UNKI HI (Mauritius) (ix) E 100 – – –Whiskey Creek ManagementServices (Proprietary) Limited E 1 000 1 000 – –Jointly controlled operationsModikwa Platinum Mine JointVenture (Note15)Jointly controlled entitiesModikwa Mining Personnel Services(Proprietary) LimitedModikwa Platinum Mine (Proprietary)LimitedPooling and sharing agreementKroondal Platinum Mine (Note15)Associate companiesNortham Platinum LimitedJohnson Matthey Fuel CellsLimited (vi)All companies are incorporated in theRepublic of South Africa exceptwhere otherwise indicated.AFCAA,B,C,DM2 390.5 2 390.6 (385.1) 983.7Note 6 &Note 5 Note 5 Note 10 Note 6Nature of businessi Incorporated in the Isle of Man A – Miningii Incorporated in the Cayman Islands B – Treatment and refiningiii Incorporated in Switzerland C – Minerals and surface rightsiv Incorporated in Italy D – Metals tradingv Incorporated in Japan E – Financialvi Incorporated in the United Kingdom F – Recruitmentvii Incorporated in Germany G – Air charteringviii Incorporated in CyprusH – Medical facilitiesix Incorporated in Mauritius I – Property* Represents a 100% membership J – InsuranceK – MarketingL – HousingM – Further processingN – Dormant92
APPENDIX 8CORPORATE GOVERNANCE AND KING CODECORPORATE GOVERNANCE – DIRECTORS’ RESPONSIBILITIES IN RESPECT OF ANNUALFINANCIAL STATEMENTSThe Directors are required by the South African Companies Act to maintain adequate accounting recordsand to prepare annual financial statements that fairly present the state of affairs of the Group and theCompany as at the end of the financial year and the profit or loss for that year. Furthermore, in order toachieve fair presentation, the financial statements are drawn up to comply with International FinancialReporting Standards and South African Statements of Generally Accepted Accounting Practice. Thefinancial statements are the responsibility of the Directors and it is the responsibility of the independentauditors to report thereon.To enable the Directors to meet these responsibilities, the Board sets standards and implements systems ofinternal control aimed at reducing the risk of error or loss in a cost-effective manner. The controls include theproper delegation of responsibilities within a clearly defined framework, effective accounting procedures,and adequate segregation of duties, ensuring an acceptable level of risk. These controls are monitoredthroughout the Group and all employees are required to maintain the highest ethical standards in ensuringthat the Group’s business is conducted in a manner that in all reasonable circumstances is above reproach.Particulars relating to the Group’s internal controls and audit approach, embracing the role and function ofthe Audit Committee, are set out in the section on corporate governance in the Sustainable DevelopmentReport, dated 31 December 2003. The audit approach entails a thorough comprehension of the Group’sfinancial and business objectives, and analysis of the underlying systems and procedures.The focus of risk management in the Group is on identifying, assessing, managing, and monitoring all knownforms of risk across the Group. While operating risk cannot be fully eliminated, the Group endeavours tominimise it by ensuring that the appropriate infrastructure, controls, systems, and ethics are appliedthroughout the Group and managed within predetermined procedures and constraints.The Directors are of the opinion, based on the information and explanations given by management and theinternal auditors and on comment by the independent auditors on the results of their audit, that the internalcontrols are adequate to ensure:– The reliability and integrity of financial and operating information;– The compliance of established systems with policies, plans, procedures, laws, and regulations;– The safeguarding of the Group’s assets against unauthorised use or disposition;– The economic, effective, and efficient utilisation of resources; and– The accomplishment of established objectives and goals for operations or programmes.Nothing has come to the attention of the Directors to indicate that any material breakdown in the functioningof these controls, procedures, or systems occurred during the 2003 year. Accordingly, the financial recordsmay be relied upon for preparing the financial statements and maintaining accountability for assets andliabilities.In preparing the financial statements, the Group complied with International Financial Reporting Standardsand used appropriate accounting policies, supported by reasonable and prudent judgements andestimates. The Directors are of the opinion that the financial statements fairly present the financial positionof the Company and of the Group as at 31 December 2003 and the results of the operations and cash flowinformation for the year then ended. The Directors have reviewed the Group’s cash flow forecast for the yearto 31 December 2004 and, in the light of this review, the current financial position, and the expectedproceeds from this rights issue, they are satisfied that the Group has adequate resources to continue inoperational existence for the foreseeable future. For this reason, the Group continues to adopt the goingconcernbasis in preparing the annual financial statements.The Directors believe, as a result of the comprehensive structures and controls that are in place and theongoing monitoring of the activities of executive and operational management, that the Board maintainseffective control over the Group’s affairs. The internal auditors and the independent external auditors concurwith these statements by the Directors.93
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- will receive their preference sha
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DEFINITIONSIn this circular, unless
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“preference shares”“prime rat
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SALIENT FEATURESThis summary contai
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Conversion Date:Preference sharehol
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SALIENT DATES AND TIMESLast day to
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2. STRATEGY AND PURPOSE OF THE RIGH
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4. PARTICULARS OF THE RIGHTS OFFER4
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4.9 Sale or renunciationHolders of
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4.12.1 In terms of the Exchange Con
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Persons located in the United Kingd
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Audited Pro formaBefore the After t
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8.5 Variation of rightsIn accordanc
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8.8.3.2 Modikwa Platinum MineThis m
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9. DIRECTORS9.1 Personal particular
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9.2 Directors’ remuneration and s
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- copies of the underwriting agreem
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144.1.18 “Ordinary Share(s)” me
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144.15 The Company shall be obliged
Page 41 and 42: 5 (five)-day period the Ordinary Sh
Page 43 and 44: 2.5.1.3 specifying the Conversion D
Page 45 and 46: 2.6.5 Rights Issues of other securi
Page 47 and 48: BCis the number of Ordinary Shares
Page 49 and 50: 2.6.12 General:Independently Determ
Page 51 and 52: to the surrender of the relevant sh
Page 53 and 54: TABLE BThe table below provides an
Page 55 and 56: UNDERWRITERNameThe Standard Bank of
Page 57 and 58: CONSOLIDATED PRO FORMA BALANCE SHEE
Page 59 and 60: OPINIONBased on our review, nothing
Page 61 and 62: SEGMENTAL INFORMATION for the year
Page 63 and 64: SEGMENTAL INFORMATION (continued)Pu
Page 65 and 66: GROUP STATEMENT OF CHANGES IN EQUIT
Page 67 and 68: NOTES TO THE CONSOLIDATED FINANCIAL
Page 69 and 70: 2003 2002RmRm7. PROFIT BEFORE TAXAT
Page 71 and 72: 2003 2002RmRm11. PROPERTY, PLANT AN
Page 73 and 74: Listed investment: Northam Platinum
Page 75 and 76: 20. SHARE CAPITAL2002 2003 2003 200
Page 77 and 78: 2003 2002RmRm23. EMPLOYEE BENEFITSE
Page 79 and 80: Post-retirement medical aid benefit
Page 81 and 82: 2003 2002RmRm26. ACCOUNTS PAYABLETr
Page 83 and 84: 2003 2002RmRm32. COMMITMENTSMining
Page 85 and 86: 2002Nominal amount of forward excha
Page 87 and 88: Major shareholdersAccording to the
Page 89 and 90: ANNEXURE B - Non-mining property, p
Page 91: ANNEXURE D - Investments in subsidi
Page 95 and 96: The Board is responsible for settin
Page 97 and 98: APPENDIX 9PRICE HISTORY OF THE COMP
Page 100: 100 PRINTED BY INCE (PTY) LTD
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