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Board meetings
A minimum of four board meetings is scheduled each financial year to
consider, deal with and review, inter alia, strategic and key issues, financial
issues, quarterly operational performance, and any specific proposals for
capital expenditure and investment decisions relative to the company and
the group.
In addition, the board holds a strategy meeting with executive management
on an annual basis to determine the group’s strategic direction and to
consider plans proposed by management for the achievement of the
group’s strategic objectives. Progress against the strategic plan is monitored
by the board on a quarterly basis. Additional board meetings are convened
on an ad hoc basis, if necessary, to deal with extraordinary issues of
importance which may require urgent attention or decision. No such
additional board meeting was required for the year under review.
Directors are required to use their best endeavours to attend board
meetings and to prepare thoroughly for such meetings. Directors are
Non-executive directors
Years service
(rounded
off to
nearest year)
expected to participate fully, frankly and constructively in discussions
and to bring the benefit of their particular knowledge and expertise to
the board meetings.
Non-executive directors meet without executive directors present at the
time of all board meetings.
Four board meetings and one strategy meeting were held during the 2010
financial year. Details of board and committee attendance by directors for
the year under review and to the date of this report are indicated in the
table below and attest to the commitment of the board to be present at
meetings. For ease of reference the attendance, independence classification
and board tenure has been consolidated in the table below, to facilitate a
holistic view of the board and committee composition and attendance. As
a result of additional members comprising the risk committee a separate
table indicating the composition and attendance at the risk committee is
set out on page 111.
Board
meeting
attendance
Remuneration
Committee attendance
Nomination Audit
Independent
ZBM Bassa* 0 2/2 • • 3/3
PL Campher 8 5/5 5/5 5/6 •
MP Egan 18 5/5 5/5 • 6/6
BLM Makgabo-Fiskerstrand* 0 2/2 • • •
IN Matthews 14 5/5 5/5 6/6 •
DM Nurek 8 5/5 • • 6/6
E Oblowitz 8 5/5 • • 5/6
GR Rosenthal 8 5/5 • • 6/6
Non-independent
MV Moosa 5 5/5 5/5 6/6 •
NN Gwagwa 5 4/5 • • •
LM Mojela 6 4/5 • • •
Executive directors
DC Coutts-Trotter 14 5/5 • • •
RP Becker 5 5/5 • • •
* appointed to the board on 1 March 2010.
• non-member.
CORPORATE GOVERNANCE REPORT continued
107