Corporate Governance

Board committees

The Board has established five sub-committees to assist in the execution of its responsibilities. Each of these sub-committees has written charters under which authority is delegated to each committee by the Board. The composition and responsibility of each sub-committee is summarised below.

The Board established an audit committee several years ago. The committee is comprised of at least three independent non-executive directors. The committee meets at least three times per year. Meetings are attended by the Company secretary as secretary to the committee and by the external auditors, the head of internal audit and the executive director responsible for finance. Current members of the committee are:

MJ Leeming (Chairman)
RMW Dunne
LM Nyhonyha

From an auditing perspective, the responsibility of the committee includes the appointment, supervision and evaluation of the external auditors, including an assessment of their independence and objectivity; the review and assessment of risk identification, measurement and control systems and their implementation; the review and assessment of the internal control environment in the Group, having regard to the findings of both the internal and external auditors; the appointment and evaluation of the head of internal audit; the evaluation of interim and annual financial statements before approval by the Board with particular focus on compliance with accounting standards, statutory and securities exchange requirements and appropriate disclosure of material items.

During 2007, the committee was renamed the audit and risk committee and its charter amended to comply with changing trends, to reflect the Company's enhanced focus on risk management and to incorporate the requirements of the recently enacted Corporate Laws Amendment Act.

The external and internal auditors report to the committee at each meeting on the results of their work and they also have unrestricted access to the chairman and other members of the committee.

The committee met four times in 2007. At the meeting on 2 October, the audit work plan for 2008 was discussed and approved. Attendance at meetings was as follows:

	16 February	20 July	2 October	23 November
CB Brayshaw (Retired 21 May)
RMW Dunne
MJ Leeming
LM Nyhonyha
F Titi (Resigned 21 May)
indicates attendance.

Nominations committee

The Board established a nominations committee in 2002. The committee is comprised of at least three non-executive directors. Meetings of the committee are held at least annually and additional meetings are held when deemed necessary. The general manager, Group human resources and SHE, attends all meetings of the committee as secretary and the chief executive by invitation. Current members of the committee are:

LC van Vught (Chairman)
RMW Dunne
AC Parker
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 chief executive.

The committee met twice during the year. Attendance at meetings was as follows:

	19 February	26 November
CB Brayshaw (Retired 21 May)
RMW Dunne (Appointed 1 April)
AC Parker (Appointed 23 July)
AE Pedder CBE (Retired 21 May)
F Titi (Appointed 1 April)
LC van Vught
indicates attendance.

Remuneration committee

The Board established a remuneration committee some years ago. The committee is comprised of at least three non-executive directors. Meetings of the committee are held at least twice a year and additional meetings are held when deemed necessary. The general manager, Group human resources and SHE, attends all meetings of the committee as secretary and the chief executive by invitation when necessary to discuss the remuneration of executive directors and senior management. No attendee may participate in any discussion or decision regarding his or her own remuneration. Current members of the committee are:

LC van Vught (Chairman)
RMW Dunne
AC Parker
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.

The committee met twice during the year. Attendance at meetings was as follows:

	19 February	26 November
CB Brayshaw (Retired 21 May)
RMW Dunne (Appointed 1 April)
AC Parker (Appointed 23 July)
AE Pedder CBE (Retired 21 May)
F Titi (Appointed 1 April)
LC van Vught
indicates attendance.

Corporate citizenship committee

The Board established a corporate citizenship committee in 2003. The committee is comprised of at least three non-executive directors. Meetings of the committee are held at least twice a year. The Company secretary attends all meetings of the committee as secretary and the general manager, Group human resources and SHE, by invitation. The responsibilities of the committee include the review and assessment of progress by the Group in areas such as economic empowerment, employment equity, social responsibility investment, education, training, safety, occupational health and environmental practice. Current members of the committee are:

LM Nyhonyha (Chairman)
MJ Leeming
LC van Vught

The committee met twice during the year. Attendance at meetings was as follows:

	9 May	7 November
MJ Leeming
LM Nyhonyha
LC van Vught
indicates attendance. * indicates absence with apology.

Executive committee

The Board established an executive committee many years ago. The 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 businesses and affairs; prioritising the allocation of capital and 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 consists of 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.