Board sub-committees

In accordance with the recommendations of King II, the Board has established six sub-committees to assist in the execution of its responsibilities. Of these, the Risk Committee will commence its work separately from the Audit Committee in 2010.

Each sub-committee has written terms of reference under which authority is delegated to each committee by the Board. The composition and responsibilities of each sub-committee are summarised here.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee is comprised of three independent non-executive directors. The committee met four times during the 2009 financial year. Meetings are attended by the Company secretary as secretary, the external auditors, the head of internal audit, the chief executive and the chief financial officer. Attendance by members at meetings is set out in this section of this report. Current members of the committee are:

• MJ Leeming (chairman)
• RMW Dunne
• LM Nyhonyha

The committee has written terms of reference and its responsibilities include, among others:

• appointment of the external auditors and ensuring their independence and objectivity;
• determining the audit fee of the external auditors;
• considering and determining the use of the external auditors for non-audit related services;
• determining with the external auditors the nature and scope of the audit;
• evaluating the effectiveness of the external audit;
• confirming internal audit's charter and audit plan;
• evaluating the effectiveness of internal audit;
• considering the appropriateness of the expertise and experience of the chief financial officer;
• reviewing the expertise, resources and experience of the financial director and senior members of management responsible for the financial function;
• reviewing and assessing the Company's risk identification, measurement and control systems and their implementation;
• reviewing and approving the accounting policies and practices and any proposed changes thereto;
• assisting the directors in fulfilling their responsibilities that published financial reports are objective, complete and accurate and comply with relevant legislation and regulations; and
• receiving and dealing with complaints related to accounting matters.

Individual committee members chair the quarterly financial review meetings at the Company's operating businesses. The minutes of these meetings are reviewed by the Audit Committee. The committee also meets with the internal and external auditors, outside of meetings, as frequently as is required. The external and internal auditors report to the committee at each meeting on the results of their work.

The Audit and Risk Committee will be split into two separate committees in 2010.

The Risk Committee was appointed by the Board on 30 November 2009. The members of the newly-formed committee are:

• RMW Dunne (chairman)
• JAA Diepenbroek
• GN Edwards
• S Engelbrecht
• KM Kathan
• TJ Louw

The Company secretary will attend meetings as secretary. The committee has written terms of reference and its responsibilities include, among others:

• to review the Group's risk philosophy, strategy and policies from time to time and ensure that they are managed effectively;
• to review material losses and their estimated costs and the resultant reduction in earnings or cash flows;
• to monitor the risk management process;
• to consider and evaluate, among others, the following:
  » register of key risks;
  » estimated costs of significant losses;
  » whether risk management costs are consistent with the risk profile of the business;
  » material losses;
  » reduction in earnings or cash flows caused by unforeseen accidents;
  » material changes to the risk profile;
  » details of risk finance arrangements that could expose the Company;
  » the risk-bearing capacity of the business;
  » due diligence activities;
  » IT risks; and
  » environmental risks.
• to review the adequacy and overall effectiveness of the Group's risk management function and its implementation by management;
• to oversee sustainability issues including considering and recommending the corporate citizenship report, or similar statements, to the Board for approval;
• to monitor external developments relating to the practice of corporate accountability and the reporting of specific associated risks, including emerging and prospective impacts;
• to evaluate identified risks and the actions taken to mitigate these risks;
• to review the adequacy of insurance coverage;
• to review risk identification and measurement methodologies;
• to review risk that is not or will not be insured; and
• to review any legal matters that could have a significant impact on the Group's business together with the Group's legal advisor, where necessary.
  

NOMINATIONS COMMITTEE

The Nominations Committee is comprised of four non-executive directors, three of whom are independent. Chemical Services Limited's human resources manager attends the meetings as secretary. The committee met twice in the year. Attendanceby members at meetings is set out in this section of this report.

Current members of the committee are:

• RMW Dunne (chairman)
• S Engelbrecht
• AC Parker (resigned 31 December)
• F Titi

The responsibility of the committee includes:

• reviewing the Board structure, size, composition and balance between executive and non-executive directors and making recommendations to the Board regarding adjustments that are deemed appropriate;
• identifying and recommending for Board approval executive and non-executive candidates for appointment to the Board; and
• ensuring that plans for succession are in place, particularly for the chairman and the chief executive.

REMUNERATION COMMITTEE

The Remuneration Committee is comprised of four members, three of whom are independent non-executive directors. Two meetings were held during the financial year. Attendance by members at meetings is set out in this section of this report.

The chief executive attends by invitation when necessary to discuss the remuneration of executive directors and senior management. Chemical Services Limited's human resources manager attends the meeting as secretary. No attendee may participate in any discussion or decision regarding his or her own remuneration.

Current members of the committee are:

• RMW Dunne (chairman)
• S Engelbrecht
• AC Parker (resigned 31 December 2009)
• F Titi

The responsibilities of the committee include:

• reviewing and amending, if appropriate, the Company's remuneration philosophy and policy with particular reference to the remuneration of executive directors and senior management;
• ensuring that executive directors and senior management are fairly rewarded for their individual contributions to the Company's overall performance, having regard to the interests of shareholders and the financial condition of the Group;
• approving remuneration packages designed to attract, retain and motivate high-performing executive directors and senior management;
• establishing appropriate criteria to measure the performance of executive directors and senior management; and
• approving specific remuneration packages for individual executive directors and members of senior management.

CORPORATE CITIZENSHIP COMMITTEE

The committee is comprised of four members, three of whom are independent non-executive directors. The Company secretary attends all meetings of the committee as secretary. The Group manager: technology and SHEQ is also in attendance at the meetings.

Two meetings were held during 2009. Attendance by members at meetings is set out in this section of this report.

The responsibilities of the committee include the review and assessment of progress by the Group in areas such as Broad-Based Black Economic Empowerment, employment equity, social responsibility investment, education, training, safety, occupational health and environmental practice.

Current members of the committee are:

• LM Nyhonyha (chairman)
• GN Edwards
• Z Fuphe
• MJ Leeming

EXECUTIVE COMMITTEE

The Executive Committee is constituted to assist the chief executive in managing the Company. Subject to matters reserved for decision by the Board, the chief executive's authority in managing the Company is unrestricted.

The responsibilities of the chief executive include:

• implementation of the strategies and policies of the Company;
• managing its business and affairs;
• prioritising the allocation of capital, technical and human resources;
• establishing best management practices and standards;
• senior management appointments and the assessment of senior management performance; and
• making recommendations to the Board on matters which are reserved for decision by the Board, including the fees payable to non-executive directors.

The Executive Committee comprises all the executive directors who hold office from time to time, together with such senior managers as the Board may appoint from time to time. The committee meets once a month and the Company secretary attends as secretary. Details of the members of the Executive Committee are set out in this section of this annual report.

ATTENDANCE: BOARD AND COMMITTEE MEETINGS

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

The attendance at meetings in the 2009 financial year is summarised in the table above.