The Board considers that the Company and its subsidiaries complied during the financial year in all materialrespects with the principles of the Code of Corporate Practices and Conduct contained in the 1994 KingCommittee Report on Corporate Governance (the 1994 Code). With effect from March 2002, the secondKing Report on Corporate Governance in South Africa (“King 2”) replaced the 1994 Code. Since the releaseof King 2, the Board has reviewed the Company’s corporate governance in detail and has taken steps toensure compliance. On 1 July 2003, Ralph Havenstein was appointed the CEO, separating this role from thatof Chairman.The Board is of the view that the Company and its subsidiaries are now <strong>full</strong>y compliant with therecommendations set out in the Code of Corporate Practices and Conduct contained in King 2.CORPORATE CODE OF CONDUCTThe Group is committed to promoting the observance of the highest standards of ethical behaviour amongits Directors, management, and employees. In accordance with this objective, a Code of Ethics andBusiness Principles has been circulated throughout the Group to provide a clear guide to the behaviourexpected of all employees in their dealings with each other and with the Group’s stakeholders. All employeesof the Group are required to maintain the highest ethical standards, ensuring that the Group’s businesspractices are conducted in a manner that is above reproach.Having regard to the provisions of the Insider Trading Act, the Company operates ‘closed periods’ prior tothe publication of its interim and year-end financial results, during which Directors, officers, and otheremployees of the Group may not deal in the shares or other instruments pertaining to the shares of theCompany or in any investment relating to the Company’s shares. This principle is also applied at other timeswhenever warranted by circumstances.CORPORATE GOVERNANCECorporate governance encompasses the Group’s systems, structures, and culture of governance andensures that the Group acts responsibly toward all its stakeholders, economically, socially, andenvironmentally.PRINCIPLES OF CORPORATE GOVERNANCE AND STRUCTURESThe Board affirms its commitment to the principles of openness, integrity, and accountability, and timeous,relevant, and meaningful reporting to all stakeholders. It ensures that the Group’s business is conducted inaccordance with high standards of corporate governance, and with local and internationally acceptedcorporate practice. These standards are entrenched in the Group’s system of internal control by itsprocedures and policies governing corporate conduct, with particular emphasis on the qualitative aspectsof corporate governance.The Directors endorse and are of the opinion that the Group adheres to the Code of Corporate Practices andConduct set out in King 2.The principles contained in King 2 are reflected in the Group’s corporate governance structures, which arereviewed from time to time to take into account organisational changes and international developments inthe field of corporate governance. The Board and management actively review and enhance the Group’ssystems of control and governance on a continuous basis to ensure that the Group’s business is managedethically and within prudently determined risk parameters in conformity with internationally acceptedstandards of best practice.THE BOARD OF DIRECTORSThe Company has a unitary Board currently comprising six Executive and ten Non-executive Directors. Fourof the Non-executive Directors are Independent. Mr Barry Davison stood down as Executive Chairman of theBoard and Managing Director on 30 June 2003, and Mr Ralph Havenstein was appointed Chief ExecutiveOfficer (CEO) on 1 July 2003. Mr Davison is now Non-executive Chairman.All the Directors bring to the Board a wide range of expertise as well as significant financial, commercial,and technical experience and, in the case of Non-executive and Independent Non-executive Directors,independent perspectives and judgement.94
The Board is responsible for setting the direction of the Group through the establishment of strategicobjectives and key policies. It monitors the implementation of strategies and policies through a structuredapproach to reporting on the basis of agreed performance criteria and defined, written delegations tomanagement for the detailed planning and implementation of such objectives and policies. The Board meetsquarterly, or more frequently if circumstances so require, to review matters specifically reserved for itsdecision, including financial and operational results, and to consider issues of strategic direction, majoracquisitions and disposals, approval of major capital expenditure, and any other matters having a materialeffect on the Group.The Board has a Charter setting out its mission, role, duties, and responsibilities and, in particular, importantaspects concerning the following:– The Directors’ fiduciary responsibilities;– Leadership of the Board;– Induction of new Directors;– Evaluation of Directors;– The Board’s relationship to staff and external advisors, as well as unrestricted access to Companyrecords; and– Board meetings and procedures.The Directors have a responsibility, in terms of the Board Charter, to become acquainted with all of theirduties, as well as with the issues pertaining to the operations and business of the Company, to enable themto fulfill their duties. To assist new Directors, an induction programme has been established by the Company,which includes background materials, meetings with senior management, and visits to the Company’svarious operations and projects.In terms of the Board Charter, the Directors are assessed annually, both individually and collectively as aBoard. In addition, the Remuneration Committee formally evaluates the CEO on an annual basis, based onobjective criteria.The Board as a whole approves the appointment of new Directors, on recommendation by the NominationCommittee.All Directors, in accordance with the Company’s Articles of Association, are subject to retirement by rotationand reelection by shareholders. All Directors have access to the advice and services of the CompanySecretary and are entitled to seek independent professional advice concerning the affairs of the Group, atthe expense of the Group.The Board has established a number of standing committees, which are ultimately answerable to the Board,namely:– The Executive Committee;– The Administration Committee;– The Audit Committee;– The Corporate Governance Committee;– The Nomination Committee;– The Remuneration Committee; and– The SHE Committee.These committees operate within the defined terms of reference laid down in writing by the Board. The Auditand Remuneration committees are each chaired by an Independent Non-executive Director and consistentirely of Non-executive Directors. The Corporate Governance Committee is chaired by an IndependentNon-executive Director and consists of all the Non-executive Directors. Each Committee has a chartersetting out its role, duties, and responsibilities.In addition, each Committee member is expected to undertake an assessment of the Committee’sperformance annually.95