Annual Report 2012 - Sentula

Sentula Mining Limited Integrated Annual Report 2012Governance reports24The governance report section includes the following:• Corporate governance report – page 24• Risk management report – page 33• IT report – page 38• Remuneration report – page 38Corporate governance reportIntroductionThe Board of Directors of Sentula and seniormanagement are committed to the highest standardsof corporate governance and take pride in their highmoral and ethical business standards, accompaniedby sound and transparent business practices.As corporate governance is constantly evolving,Sentula continually focuses on seeking ways toimprove on its corporate governance standards.The Board is committed to and applies the principlescontained in King III as more fully disclosed on pages41 to 44, and in doing so, continuously strives toachieve corporate governance best practice.The Board, assisted by the Audit and Risk Committee,and the newly formed Social and Ethics Committee isresponsible for overall corporate governance andmonitors compliance with all applicable laws, rules,codes, standards and the Listings Requirements, andensures ongoing improvement in the Group’sadherence to the principles set out in King III. TheCompany Secretary is responsible for assisting theBoard in monitoring compliance and the day-to-daymanagement of corporate governance.Board of DirectorsStructure and role of the BoardThe Board has a unitary structure and comprises ninemembers, the majority of whom are independentnon-executive directors. The Board considers all ofthe non-executive directors to be independent.Determination of independence is guided by King III,the Companies Act, the Listings Requirements andcorporate best practice. The profiles of the membersof the Board are set out on pages 9 to 11 of thisIntegrated Annual Report.The roles of the non-executive Chairman and theChief Executive Officer are separated in accordancewith the Board’s policy of division of responsibilities.This ensures a balance of authority and precludes anyone director from exercising unfettered powers ofdecision-making. In addition, the Board complies withthe requirements of King III insofar as the compositionof its sub-committees is concerned.A Board Charter, which is reviewed annually, has beenadopted to guide the Board in governance issues andsets a framework within which the Board functions.The Board Charter sets out the Board’s duties andobligations, which include inter alia to:• act as the focal point for, and custodian of, corporategovernance by arranging its relationship withmanagement, shareholders and other stakeholdersof the Company along sound corporate governanceprinciples;• appreciate that strategy, risk, performance andsustainability are inseparable and to give effect tothis by:––contributing to and approving the strategy;––satisfying itself that the strategy and businessplans do not give rise to risks that have not beenthoroughly assessed by management;––identifying key performance and risk areas;––ensuring that the strategy will result in sustainableoutcomes; and––considering sustainability as a businessopportunity that guides strategy formulation;• provide effective leadership on an ethicalfoundation;• ensure that the Company is and is seen to be aresponsible corporate citizen by having regard notonly to the financial aspects of the business of theCompany but also to the impact that businessoperations have on the environment and the societywithin which it operates;• ensure that the Company’s ethics are managedeffectively;• ensure that the Company has an effective andindependent Audit and Risk Committee;• be responsible for the governance of risk;• be responsible for information technology (IT)governance;• ensure that the Company complies with applicablelaws and considers adherence to non-binding rulesand standards;• ensure that there is an effective risk-based internalaudit;• appreciate that stakeholders’ perceptions affect theCompany’s reputation;