Annual Report 2012 - Sentula

Sentula Mining Limited Integrated Annual Report 2012Governance reports continued30An attendance table for Nomination Committeemeetings is set out below:Nomination Committee meetings held during theyear – oneDirectorAttendedJonathan Best (Chairman) 1Hugh Stoyell 1Kholeka Mzondeki (resigned 25/01/2012) 0Ralph Patmore (appointed 25/01/2012) –** No meetings held subsequent to the appointmentInvestment CommitteeThe Investment Committee was established during2007. The purpose of the Investment Committee is toconsider and oversee Sentula’s strategic investmentprocesses and to evaluate investment projectsrelating to the acquisition or disposal of Group assets.The committee is chaired by independent nonexecutiveChairman, Jonathan Best, and the currentcommittee members are Hugh Stoyell, Andy Kawa(resigned 2 June 2011), Cor van Zyl and Rain Zihlangu.During the year under review the following InvestmentCommittee meetings were held – oneDirectorAttendedJonathan Best (Chairman) 1Andy Kawa (resigned 02/06/2011) 0Hugh Stoyell 1Cor van Zyl 1Rain Zihlangu 0Social and Ethics CommitteeThe Social and Ethics Committee was established andconstituted as a statutory committee of Sentula andthe Group on 8 March 2012, in respect of its statutoryduties in terms of section 72(4)(a) of the CompaniesAct, 2008, and a committee of the Board in respect ofall other duties assigned to it by the Board.The committee had its first meeting on 8 May 2012during which meeting its charter/terms of referencewas formulated and subsequently approved by theBoard on 23 August 2012.The purpose of this committee is to recognise theresponsibility for the Company’s actions and theencouragement of a positive impact through itsactivities on the environment, consumers, employees,communities, stakeholders and all other members ofthe public. The ultimate objective of managingorganisational integrity is to build an ethical corporateculture.The committee’s members are appointed by theBoard and it consists of not less than three members,at least one of whom must be an independent nonexecutivedirector. Members could comprise nondirectorssuch as senior management or persons withthe relevant experience. The Board appoints theChairman from the members of the Committee anddetermines the period for which he/she shall holdoffice. In the absence of the Chairman of thecommittee, the remaining members present shallelect one of their numbers present to chair themeeting. The Board shall, from time to time, reviewand revise the composition of the committee, takinginto account the need for an adequate combinationof skills and knowledge.Board members may attend committee meetings byinvitation. Suitably qualified persons may be cooptedonto the committee when necessary to rendersuch specialist services as may be necessary to assistthe committee in its deliberations on any particularmatter, but shall have no voting rights.The committee has the following functions:(i) to provide guidance for the building andsustaining of an ethical corporate culture in theCompany;(ii) to monitor the Company’s activities, havingregard to any relevant legislation, other legalrequirements or prevailing codes of best practice,with regard to Board Charter matters relating tosocial and economic development, including theCompany’s standing in terms of goals andpurposes of the 10 principles set out in the UnitedNations Global Compact Principles, the OECD(Organisation for Economic Cooperation andDevelopment) recommendations regardingcorruption, the Employment Equity Act, theBroad Based Black Economic Empowerment Actand the Company’s legal compliance frameworkas applicable from time to time;