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PDF 25 MB - Sun International | Investor Centre

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The chief executive is mandated and held accountable for amongst<br />

other things:<br />

the implementation of the strategies and key policies determined<br />

by the board;<br />

managing and monitoring the business and affairs of the<br />

company in accordance with approved business plans and<br />

budgets;<br />

prioritising the allocation of capital and other resources; and<br />

establishing best management and operating practices.<br />

The role and function of the chief executive is formalised and the<br />

board, through the remuneration committee, annually evaluates<br />

the performance of the chief executive against specified criteria.<br />

Succession planning<br />

Executive and senior management<br />

Succession planning for the purposes of identifying, developing and<br />

advancing future leaders and executives of the group is an on-going<br />

element of the board’s responsibility which is carried out through the<br />

remuneration committee. Detailed succession plans are presented to the<br />

remuneration committee in this regard.<br />

Non-executive directors<br />

Board and committee succession planning is carried out through the<br />

nomination committee. The nomination committee reviews the composition<br />

of all committees and the committee members’ readiness to succeed a<br />

committee chairman if the need so arises.<br />

Carousel<br />

CORPORATE GOVERNANCE REPORT continued<br />

In addition, the succession of the board chairman is a matter that has<br />

been addressed and will be formalised in the forthcoming year.<br />

Board and committee evaluations<br />

The board evaluates its own performance, processes and procedures in<br />

terms of a self-evaluation process which is to be conducted annually, the<br />

last evaluation having been carried out during July and August of 2010.<br />

The nomination committee appraises the performance of the board<br />

chairman the board and each board member. The LID is tasked with<br />

leading the assessment of the board chairman’s performance based on<br />

board members completing a written evaluation questionnaire.<br />

The remuneration committee appraises the executive performance of the<br />

chief executive and his direct reports. The results of these appraisals<br />

are considered by the remuneration committee in the evaluation of<br />

and the determination of the remuneration of the chief executive and his<br />

direct reports.<br />

Board committees are also reviewed by way of self-evaluations which are<br />

to be conducted annually, the last evaluations having taken place during<br />

July and August of 2010. The chairman of the nomination committee<br />

reports the findings of all evaluations to the board and action plans<br />

to improve outcomes, where necessary, or to implement suggestions<br />

for improvements made by the directors or committee members, are<br />

implemented in terms of best practice.<br />

The evaluations of the board chairman, the board, the board members<br />

and the committees conducted in 2010 indicated mainly positive results<br />

reflecting an improvement in most elements of effectiveness and performance<br />

compared to the previous evaluations which were conducted in 2008.<br />

Significant improvement and effectiveness was reported as a result of the<br />

group’s decision in 2009 to split its previously combined nomination and<br />

remuneration committee into separate committees.<br />

105

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