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Members: Len Konar (Chairman), Sandile Nomvete, Paul Schouten, John Haveman, Jan van der Merwe
The audit and risk committee comprises an independent, non–executive director, the CEO, the CFO and two additional members. Its principal functions are to review the annual financial statements and accounting policies, consider the effectiveness of risk management and internal controls over management information and other systems of internal control, approve the reported interim financial information and ensure the effectiveness of the internal audit function and to discuss the auditors’ findings and recommendations. The audit committee makes a recommendation annually on the appointment of the external auditors by the shareholders, and the internal auditors by the board.
The committee operates within defined terms of reference and authority granted to it by the board and meets at least twice a year when the external auditors and internal auditors are invited to attend. The external and internal auditors have unrestricted access to this committee and the members of the committee are considered to have sufficient financial skills and knowledge to carry out their duties and responsibilities.
The audit and risk committee ensures that there is appropriate independence relating to non-audit services provided by the external auditors. A detailed policy in this regard to determine an appropriate level of consulting fees versus external audit remuneration is under consideration. This policy will be reviewed on an annual basis.
Members: J B Magwaza (Chairman), Ipeleng Mkhari, Paul Schouten
Recognising that social and transformation issues as well as reinvestment in employees and communities are critical for the long-term sustainability of the group, the transformation committee was established during 2005 and is a formally appointed advisory committee of the board. The committee comprises two independent non-executives and one executive director.
The committee is tasked to develop and monitor employment equity, diversity management, Black economic empowerment (including gender equity), and social investment programmes. This committee operates within defined terms of reference.
Members: J B Magwaza (Chairman), Markus Jooste, Ipeleng Mkhari, Paul Schouten
The remuneration committee comprises three non-executive directors, two of whom are independent, and the CEO.
This committee performs the functions as envisaged in the guidelines set out in the King Report and operates within defined terms of reference and authority granted to it by the board and meets at least twice a year.
It is responsible for making recommendations to the board on the company’s framework of executive remuneration and to determine specific remuneration packages for certain senior managers of the group and recommend to the board the packages for each of the executive directors. The committee is also responsible for the group’s remuneration policies and the awarding of bonuses.
Click here to view board committee attendance for the 2008 reporting period.
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