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Download full circular PDF - Anglo American Platinum

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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

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