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SUN INTERNATIONAL ANNUAL REPORT ’10
106
CORPORATE GOVERNANCE REPORT CONTINUED
The key areas of improvement emanating from the consolidated evaluations
pertained to:
membership of the committees must be bolstered to reflect gender
diversity;
additional site visits to the group’s operations will be beneficial for
non-executive directors;
the need for additional director training particularly in terms of the
changing regulatory landscape; and
the extent and details of the various committees’ report back to the
board.
The areas for improvement have been and will continue to be addressed
during the forthcoming year.
Directors’ period of office, re-election and retirement
Newly appointed directors
In terms of the company’s articles, new directors may only hold office until
the next annual general meeting at which they will be required to retire
and offer themselves for election.
Accordingly, Ms ZBM Bassa and Ms BLM Makgabo-Fiskerstrand, having
been appointed on 1 March 2010, will stand for election at the forthcoming
annual general meeting. Their CVs summarising their experience and skills
can be found on pages 10 and 11 of the annual report.
Rotation of directors
Directors are subject to retirement by rotation at least once in every three
years and the nomination committee, having assessed the performance
of those directors that are due for re-election, makes a formal recommendation
for re-election to the board and shareowners.
In this regard, the nomination committee, having concluded its assessment,
recommends the re-election of the retiring directors, Ms LM Mojela and
Messrs E Oblowitz, IN Matthews and PL Campher and such directors
being eligible, have offered themselves for re-election at the forthcoming
annual general meeting. Their CVs summarising their experience and skills
can be found on pages 10 and 11 of the annual report.
Retirement
The retirement age for an executive director is 60, and for a non-executive
director is 70, subject to review at the discretion of the board on the
recommendation of the nomination committee.
Induction of directors
On appointment all directors are provided with an induction programme
and materials aimed at broadening their understanding of their fiduciary
duties and responsibilities; the regulatory, statutory and governance
framework; the group and the business environment and markets in
which the group operates. This process is carried out over a period of time
and includes the provision of background material, meetings with senior
management and visits to the group’s operations. The company secretary
is responsible for the co-ordination of the induction of new directors.
Director training and development
All directors are expected to keep abreast of changes and trends in the
business and in the group’s environments and markets, including changes
and trends in the economic, political, social and legal climate and training
initiatives to accelerate board competencies are provided and/or recommended,
where necessary in terms of the group’s Professional Development policy. In
order to facilitate this process, training is made available to all directors both
internally and externally at accredited institutions at the cost of the company.
Access to company information and confidentiality
Procedures are in place, through the board chairman and the company
secretary, enabling the directors to have access, at reasonable times, to all
relevant company information and to senior management, to assist them
in the discharge of their duties and responsibilities and to enable them to
take informed decisions. Directors are expected to strictly observe the
provisions of the statutes applicable to the use and confidentiality of
information.
Independent professional advice
A written policy is in place for directors to take independent professional
advice, for the furtherance of their duties, if necessary, at the company’s
expense, subject to prior notification to the board chairman or the
company secretary.
No such advice was sought in the year under review.
Company secretary
Ms CA Reddiar was appointed as the company secretary on 1 April 2010
following the retirement of Ms SA Bailes on 31 March 2010. The company
secretary provides a central source of advice to the board on the
requirements of the JSE Listings Requirements; King II; King III and corporate
governance. In addition to the company secretary’s statutory and other
duties, she provides the board as a whole, directors individually, and the
committees, with guidance as to the manner in which their responsibilities
should be discharged in the best interests of the company. The appointment
and removal of the company secretary is a matter for the board as a whole.
Directors’ and officers’ liability insurance
Sufficient directors’ and officers’ liability insurance cover is in place and is
reviewed on an annual basis by the risk committee.
Conflicts of interest
Directors are required to inform the board of any conflicts or potential
conflicts of interest which they may have in relation to particular items of
business. Directors are required to recuse themselves from discussions or
decisions on those matters where they have conflicts or potential conflicts
of interest and the board may, if it deems appropriate, request a director
to recuse himself/herself from the meeting for the duration of the matter
under discussion.