Governance

The AECI Group and its Board of Directors (the Board) are committed to the principles of good corporate governance and to applying the highest ethical standards in conducting business.

The Board has taken steps to ensure that the Group moves towards compliance with King III which, for AECI, takes effect in the 2011 financial year.

The Board considers that throughout the 2010 accounting period, as well as at the date of this report, the Company complied fully with the principles contained in King II and made good progress towards achieving compliance with many of the principles contained in King III. Independent assurance of such compliance with King III to a rating standard of AA, in accordance with the Corporate Governance Instrument of the Institute of Directors, has been verified by an independent third-party service provider. Steps taken towards King III compliance in the period under review include the formation of a separate Risk Committee and the adoption of a risk framework.

AECI has further reviewed the rules and regulations of the Listings Requirements of the JSE Limited (the JSE) and is satisfied that it complied in all material respects with these regulations.

To the best of the Board’s knowledge, the Company is also in compliance with the requirements of the Companies Act, No. 61 of 1973, as amended (the Act).

The implications of the proposed new Companies Act, No. 71 of 2008, in South Africa, have been analysed and steps are being taken to ensure compliance with this legislation when it comes into force.

In subscribing to the principles of King III and its predecessors, business processes and governance practice have been refined over the years in response to developing trends in local and international best practice. AECI believes that a corporate culture of compliance with all applicable laws and procedures is key to good corporate governance and that this culture of good governance serves to maximise sustainable returns and to provide all stakeholders with the assurance that the Group’s businesses are being managed appropriately.

The Board strives continually to find the correct balance between encouraging entrepreneurial flair and accountability, and providing strategic leadership through the maintenance of strong governance.

The Board is satisfied that, in the 2010 financial year, its decision-making capability and the accuracy of the Company’s reporting and financial results were maintained at a high level at all times with reliance being placed on the internal and external auditors and on the Audit and Risk Committees to raise any issues of finance- and risk-related concerns.

The Company strives constantly to develop and improve existing corporate governance structures and practices to achieve compliance with the recommendations of King III, other good governance practices, and changes in legislation. An instance of application of new legislation has been the necessary changes made to business practices so as to comply with the Consumer Protection Act, No. 68 of 2008. Competition law training continues to take place on an ongoing basis across the Company.

Information Technology (IT)

The introduction of King III has a number of implications for the management of IT in companies. AECI has conducted an analysis of the implications of this section of King III on its IT management philosophy and has addressed certain identified shortcomings.

The Board has assigned the responsibility of monitoring IT governance to the Risk Committee. The role of Chief Information Officer has been assigned to a Senior Group Manager.

The functions of the existing Group IT Forum have been extended to enable it to play a more active role in enabling IT governance across all of AECI’s businesses. New IT policies were implemented during the year and these have been brought to the attention of employees.

The year ahead

For 2011, the key corporate governance areas of focus will remain:

• to continue to evaluate the implications and implement the principles of King III;
• a continued focus on strategic issues at Board level;
• a continued focus on corporate social responsibility and integrated sustainability matters, including the development of Group employees and transformation;
• the identification and management of business risks;
• the development and formalising of a succession plan for Executive Directors and Senior Management;
• continued training relevant to the Group’s Code of Ethics, whistle-blowing and competition matters; and
• continued training and development of Non-Executive Directors.

COMPOSITION

The Company adopts the philosophy that the Board needs to be large enough to accommodate the necessary skills but still small enough to promote cohesion, flexibility and effective participation. Currently, AECI’s Board comprises 10 Directors, seven of whom are Independent Non-Executive Directors, one is a Non-Executive Director and two are Executive Directors, as follows:

Independent Non-Executive Directors

1. F Titi (Chairman)
2. RMW Dunne
3. Z Fuphe
4. MJ Leeming
5. AJ Morgan
6. LM Nyhonyha
7. R Ramashia

Non-Executive Director

1. S Engelbrecht

Executive Directors

1. GN Edwards (Chief Executive)
2. KM Kathan (Financial Director and Chief Financial Officer)

The guidelines contained in the Listings Requirements of the JSE were used to determine the category most applicable to each Director, whether Independent Non-Executive, Non-Executive or Executive.

The position of Chairman is held by an Independent Non-Executive Director.

SKILLS AND EXPERIENCE OF THE BOARD

The Board comprises persons with experience in diverse industries including banking, chemicals, technical and accounting. The Board is of the opinion that having Directors with relevant business and industry experience is beneficial to the Board as a whole, since Directors with such backgrounds can provide a useful perspective on significant risks and competitive advantages, as well as an understanding of the challenges facing the business.

The Board monitors the mix of skills and experience of Directors to assess whether the Board has the necessary tools to perform its oversight function effectively. The Board will continue to review the skills, knowledge, gender and diversity at Board level to ensure that the mix is appropriate and effective and takes into account succession plans for Non-Executive and Executive Directors.

The expectation of the Board is that, at a minimum, Directors should possess the requisite knowledge and expertise to fulfill an appropriate role within the mix of capabilities the Board deems appropriate, and to exercise diligence. This includes attending Board and Committee meetings and coming prepared to provide thoughtful input at such meetings. Directors need to devote an appropriate amount of time and attention to their duties and to develop the broad-based as well as the specific knowledge required to fulfill their obligations in this regard.

Directors are expected to:

• prepare for and attend all Board meetings and all meetings of Committees of which they are members, unless there are exceptional circumstances preventing them from doing so;
• participate actively in meetings;
• attend shareholders’ meetings;
• develop and maintain a high level of knowledge about the Company’s business;
• keep current in the Directors’ own specific fields of expertise; and
• develop a broad understanding of their role and responsibilities as Directors.

OTHER DIRECTORSHIPS

Directors are expected to ensure that they have sufficient time available to properly carry out their duties and responsibilities as Directors of the Company. Non-Executive Directors, in particular, are required to carefully assess and guard against potential conflicts of interest and entanglements such as service on an excessive number of Boards.

MEETINGS AND ATTENDANCE

It is regarded as critical that Directors have sufficient information to enable them to make informed decisions and, therefore, the Board continually reviews the information requirements of Directors to enable them to fulfill their duties and responsibilities effectively.

Directors are informed timeously of matters that will be discussed at Board meetings and are provided with information relating thereto about a week prior to scheduled meetings. Board meetings are structured to encourage participation and dialogue and to ensure effective decision-making. Submissions relevant to the agendas of Board and Committee meetings are sent to Directors and members of the Committees about a week in advance of meetings. All submissions and matters discussed at meetings are strictly confidential.

The annual strategy session is usually held in May of each year and is designed to facilitate the review of the Company’s medium- and long-term strategic plans and priorities.

The Board meets at least quarterly and on other occasions when necessary. There were five Board meetings during the 2010 financial year. Attendance by Directors at Board meetings is set out in the Board committees of the Annual Report.

APPOINTMENTS TO THE BOARD

A balance of skills and experience, gender and demographic representation is taken into account in determining an effective composition of the Board. Board appointments are done in accordance with a formal appointment policy, which includes proper screening of candidates, formal interviews conducted by the Nominations Committee and the completion of a Director’s declaration by successful applicants. The following Directors were appointed during the year under review:

• AJ Morgan
• R Ramashia

RETIREMENT AND RE-ELECTION OF DIRECTORS

The Company’s Articles of Association require a minimum of six and a maximum of 12 Directors, the majority of whom should be Independent. Between Annual General Meetings, the Board may appoint a Director/s to fill casual vacancies or as an additional Director by majority vote to serve until the next Annual General Meeting.

One-third of the Directors are subject, by rotation, to retirement and re-election at the Annual General Meeting in terms of the Company’s Articles of Association. The names of Directors submitted for re-election are accompanied by brief biographical details (refer to the Non-executives of the Annual Report) to enable shareholders to make an informed decision in respect of their election. Directors who will present themselves for re-election at the forthcoming Annual General Meeting are:

• RMW Dunne
• S Engelbrecht
• LM Nyhonyha

TERMS OF EMPLOYMENT OF DIRECTORS

Executive Directors are employees of the Company and have standard terms and conditions of employment and do not receive any special remuneration or other benefits for their additional duties as Executive Directors. None of the Executive Directors have employment contracts longer than one month or special termination benefits, and there is no restraint of trade in place. The Board, on the recommendation of the Remuneration Committee, determines the remuneration of Executive Directors and other Senior Managers. No Non-Executive Director has an employment contract with the Company. Non-Executive Directors’ remuneration is arrived at after an annual benchmarking exercise performed by the Chief Executive and the approval by shareholders of the proposed fees.

BOARD ASSESSMENT AND EVALUATION OF DIRECTORS

In terms of the Board charter, Directors must be assessed individually as well as collectively as a Board. The collective assessment of the Board must evaluate the Board’s contribution as a whole and, specifically, it must review areas in which the functions of the Board could be improved.

In 2010, as occurs every second or third year as deemed necessary, an independent third party undertook a performance review of the Board. The purpose of the independent Board performance review is to give members of the Board the opportunity to express their individual opinions and assessments of the Board’s performance in a confidential and independent discussion with experienced Board performance specialists.

After confirming the corporate strategy with the Chairman and the Chief Executive, arrangements were made for the independent third party to meet each Board member and to obtain his or her ratings and assessments on 45 key performance indicators. This information was integrated, interpreted and presented to the full Board at its meeting in February 2011.

Each Board member received a copy of the report presented. In addition, each Board member also received a report detailing his or her own rating. The emphasis is always on development, growth and the meeting of future challenges, both for individual Board members and for the Board as a whole.

Key performance indicators used in the independent assessment process included, inter alia:

• the quality and overall effectiveness of Board meetings;
• the information available to Board members to support decision-making;
• the Board’s role in the formulation of and commitment to business strategy;
• the Board’s evaluation of the Chief Executive and the planning for succession;
• an evaluation of the Board’s structure in terms of its Executive and Non-Executive components; and
• the suitability of the Board’s composition and that of Committees, which are re-evaluated on an ongoing basis to ensure a balance between the commitments of Directors and the areas of responsibility covered by the Committees.

The Remuneration Committee, in consultation with the Chairman of the Board, evaluates the Chief Executive on a regular basis. The evaluation is based on objective criteria, including business performance, achievement of long-term strategic objectives, the development of management and other such issues. The Remuneration Committee provides feedback to the full Board.

Furthermore, the Board evaluates the performance of the Chairman of the Board on an annual basis.

ROLES AND RESPONSIBILITIES

The Board operates under an approved Board charter which regulates the way business is conducted. The Board charter provides a clear division of responsibilities and sets out the accountability of Board members, collectively and individually, to ensure an appropriate balance of power and authority.

In terms of the Board charter, the primary responsibilities of the Board are:

• to provide strategic direction to the Company;
• to determine the Company’s purpose, values and stakeholders relevant to its business and to develop strategies combining all three elements;
• to ensure that procedures are in place to monitor and evaluate the implementation of strategies, policies, Senior Management performance criteria and business plans;
• to review and approve the financial objectives, plans and actions, including significant capital allocations and expenditure;
• to define its mission as representing the interests of the Company, its shareholders and other stakeholders in perpetuating a successful business that adheres to the vision and values of the Company and creates long-term value for shareholders;
• to be accountable and responsible to shareholders for the performance and affairs of the Company;
• to appoint the Chief Executive, other Executive Directors and the Company Secretary and ensure that succession is planned;
• to ensure that the Company complies with all relevant laws and regulations and that it communicates with its shareholders and other stakeholders openly, with substance prevailing over form;
• to assess the key risk areas of the business on a regular basis and to determine the policies and processes necessary to ensure the integrity of internal control and risk management in the Company;
• to develop the framework, policies and guidelines for safety, health and environmental management and other aspects of corporate citizenship, and to monitor key indicators of performance in this field;
• to define levels of materiality, reserving specific powers for itself and delegating other matters with written authority to management; and
• to establish and set the terms of reference for Committees of the Board.

MATTERS RESERVED FOR BOARD DECISION

The following matters are reserved for decision by the Board, on the basis of any recommendation as may be made from time to time by the Executive Committee or other Committees:

• approval of the Company’s strategy and monitoring the implementation thereof;
• adoption of any significant change to or departure from accounting policies;
• changes to the Board and its Committees;
• exercise of borrowing powers;
• approval of the declaration of distributions to shareholders;
• approval of budgets on an annual basis;
• capital funding: terms and conditions of rights issues, capital issues or issues of convertible stock including shares or stock issued for acquisitions;
• community investment: approval of annual budgets and special/extraordinary single contributions in excess of R5 million;
• approval of employee share incentive/option schemes, rules and amendments to rules as recommended by the Remuneration Committee;
• formulation or approval of recommended policies relating to Employment Equity;
• investments, fixed assets and capital projects: commitments, acquisitions or disposals in excess of limits specified by the Board from time to time;
• litigation: prosecution, defence or settlement of, where material and except in the ordinary course of business;
• Pension and Provident Funds: approval of rules and amendments thereto having a material effect on the actuarial liabilities of the Funds, where applicable; and
• prioritisation of resources: prioritising the allocation of capital and technical and human resources.

BOARD RELATIONSHIP TO STAFF AND EXTERNAL ADVISORS

To the extent that they may require such access to make informed decisions, Board members have unrestricted access to the Company’s records, information, documents and property. In addition, Board members have unrestricted access to consult Senior Management on any aspect of the Company’s operations. Finally, Board members may collectively or individually, at the expense of the Company, consult external professional advisors on any matter of concern to the Company after having advised the Chief Executive or Chairman.

INDUCTION AND TRAINING

For the Board to function effectively, the resources necessary for developing and refreshing the knowledge and skills of Non-Executive Directors must be provided. To this end, all Non-Executive Directors have an open invitation to visit the operations of the Company and to meet with management. The objective is to ensure that Non-Executive Directors are able to obtain as full an understanding of the Company’s operations as possible, in order to make informed decisions and hence enhance the effectiveness of the Board.

The Company has procedures for the induction and training of Directors to ensure that they are aware of their statutory duties, obligations and potential liabilities. The Company Secretary has compiled Directors’ manuals, which are updated on a regular basis, and there are site visits arranged to operating companies across the Group.

The Company Secretary further provides Directors with updates on regulations and statutory matters at each Board meeting.

DELEGATION OF AUTHORITIES

The Board has approved the delegation of authority to the Board Committees and to the Executive Committee, where appropriate.

The appointment and removal of the Company Secretary is a matter for the Board as a whole. The Company Secretary advises the Board on the appropriate procedures for the management of meetings and the implementation of governance procedures, and is further responsible for providing the Board collectively, and each Director individually, with guidance on the discharge of their responsibilities in terms of legislation and regulatory requirements applicable to the Company. The Company Secretary monitors Directors’ dealings in securities and ensures adherence to “closed periods” for share trading.

In accordance with the recommendations of King III, the Board has six Committees to assist it in the execution of its responsibilities. Of these, the Risk Committee commenced its work separately from the Audit Committee in the year under review.

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

AUDIT COMMITTEE

The Audit Committee comprises four Independent Non-Executive Directors. 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. The Committee met four times during the year and attendance at meetings is set out in the Board committees of the Annual Report.

The Audit Committee’s report, including details on its composition and responsibilities, is published Audit Committees Report of the Annual Report.

RISK COMMITTEE

The Risk Committee currently comprises three Independent Non-Executive Directors, one Non-Executive Director, two Executive Directors, and five Executive Committee members. The Committee met twice during the 2010 financial year. Members of the Committee and its Chairman are nominated by the Board. Attendance at meetings is set out in the Board committees of the Annual Report.

Current members of the Committee are:

• RMW Dunne (Chairman)
• JAA Diepenbroek*
• MA Dytor*
• GN Edwards*†
• S Engelbrecht
• KM Kathan*†
• TJ Louw*
• EE Ludick*
• AJ Morgan
• R Ramashia
• SM Venter*

* Member of the Executive Committee.
† Executive Director.

The Company Secretary attends meetings as secretary. The Committee’s responsibilities include, inter alia:

• establishing and maintaining a common understanding of the risk universe that needs to be addressed in order to achieve corporate objectives;
• reviewing and confirming, at least annually, the levels of tolerable risk and the risk profile of the Company;
• coordinating the Company’s risk management and assurance efforts;
• considering the results of the assurance efforts and ensuring that appropriate action is taken as required;
• assisting the Board in overseeing its duties relating to the identification of risk and the assessment of the effectiveness of risk management within the AECI Group;
• reviewing and assessing the integrity of the risk control systems and ensuring that risk policies and strategies are managed effectively;
• monitoring external developments relating to corporate accountability, including but not limited to emerging and prospective impacts;
• setting out the nature, role and responsibility and function of risk management within the AECI Group;
• reviewing the impact that significant litigation could have on the AECI Group;
• reviewing the risk philosophy, strategies and policies and ensuring compliance with such policies and the risk profile of the AECI Group. Risk in the widest sense includes issues such as market risk, credit risk, liquidity risk, operational risk and commercial risk, which together may cover detailed combined risk;
• reviewing the adequacy of the Company’s insurance coverage;
• reviewing risk identification and measurement methodologies;
• monitoring procedures to deal with and review the disclosure of information to stakeholders;
• liaising closely with the Audit Committee to exchange information relevant to risk;
• expressing the Committee’s formal opinion to the Board on the effectiveness of the system and process of risk management;
• reviewing reporting concerning risk management that is to be included in shareholder reports, in order to ensure that it is timely, comprehensive and relevant; and
• assessing the performance and effectiveness of the Committee and its members on a regular basis.

NOMINATIONS COMMITTEE

The Nominations Committee comprises three Non-Executive Directors, two of whom are Independent. The Committee met three times during the 2010 financial year. Members of this Committee and its Chairman are nominated by the Board. Attendance at meetings is set out in the Board committees of the Annual Report.

Current members of the Committee are:

• RMW Dunne (Chairman)
• S Engelbrecht
• F Titi

Responsibilities of the Committee include, inter alia:

• 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;
• making recommendations to the Board on the reappointment of Executive and Non-Executive Directors and the balance between Executive and Non-Executive Directors;
• identifying and recommending for Board approval Executive and Non-Executive candidates for appointment to the Board;
• ensuring that plans for succession are in place, particularly for the Chairman and the Chief Executive; and
• assessing the performance and effectiveness of the Committee and its members on a regular basis.

The Committee meets at least twice per year or more frequently if so deemed appropriate by the Committee. The Group Human Resources Manager attends all meetings as secretary. In accordance with the recommendations of King III, the Chief Executive attends by invitation when necessary to discuss Senior Management appointments and succession plans.

REMUNERATION COMMITTEE

The Remuneration Committee comprises three members, two of whom are Independent Non-Executive Directors. Members of the Committee and its Chairman are nominated by the Board.

The Committee meets at least twice per year and additional meetings are scheduled as the Committee deems appropriate. Five meetings were held during 2010. Attendance is shown in the Board committees of the Annual Report. The Chief Executive attends meetings by invitation when necessary to discuss the remuneration of Executive Directors and Senior Management. The Group Human Resources Manager attends all meetings as secretary.

Current members of the Committee are:

• RMW Dunne (Chairman)
• S Engelbrecht
• F Titi

The Committee’s responsibilities include, inter alia:

• assisting the Board in ensuring that remuneration practices in the AECI Group are affordable and fair, taking into consideration the interests of employees as well as those of shareholders;
• reviewing and amending, if appropriate, the Group’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 in terms of a mix of fixed and variable pay for their individual contributions to the Group’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;
• approving specific remuneration packages for individual Executive Directors and members of Senior Management;
• determining the policy and contracts of employment for Executive Directors;
• reviewing and approving any disclosure in the Annual Report in respect of Directors’ remuneration; and
• assessing the performance and effectiveness of the Committee and its members on a regular basis.

No attendee may participate in any discussion or decision regarding his or her own remuneration.

CORPORATE CITIZENSHIP COMMITTEE

The Corporate Citizenship Committee currently comprises five members, four of whom are Independent Non-Executive Directors. The members and Chairman of the Committee are appointed by the Board. The Company Secretary attends all meetings as secretary and the Chief Financial Officer attends by invitation.

The Group Technical and Safety, Health and Environment Manager, and the Group Human Resources Manager are also in attendance at meetings. Two meetings were held during 2010. Attendance at meetings is set out in the Board committees of the Annual Report.

Current members of the Committee are:

• LM Nyhonyha (Chairman)
• GN Edwards
• Z Fuphe
• MJ Leeming
• R Ramashia

The responsibilities of the Committee include, inter alia:

• to consider, formulate and recommend to the Board policy and implementation plans in the areas of:
  – Broad-Based Black Economic Empowerment;
  – Employment Equity, including education and training;
  – social responsibility investment;
  – safety, occupational health and environmental practice and performance; and
• to monitor and advance the implementation of policies and plans approved by the Board regarding these matters.

EXECUTIVE COMMITTEE

The Executive Committee is constituted to assist the Chief Executive in managing the Group. Subject to matters reserved for decision by the Board, the Chief Executive’s authority in managing the Group is unrestricted.

The responsibilities of the Chief Executive include, inter alia:

• implementing the strategies and policies of the Group;
• managing the Group’s business and affairs;
• prioritising the allocation of capital and technical and human resources;
• establishing best management practices and standards;
• appointing Senior Managers and assessing their performance;
• making recommendations to the Board on matters which are reserved for decision by the Board, including the fees payable to Non-Executive Directors; and
• assessing the performance and effectiveness of the Committee and its members on a regular basis.

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 the Executive Directors of the Annual Report.

ATTENDANCE: BOARD AND COMMITTEE MEETINGS

Attendance at meetings by Directors, during their tenure as Directors in 2010, is set out below.

1 Retired on 31 March 2010.
2 Chairman.
3 Attendance by invitation.
4 Appointed to the Board on 1 July 2010.

The Directors are required in terms of the Act and the Listings Requirements of the JSE to prepare annual financial statements which fairly present the state of affairs of the Company and the Group as at the end of the financial year and of the profit or loss for that period, in conformity with International Financial Reporting Standards (IFRS). The Company’s external auditors are responsible for examining and reporting to shareholders their opinion on the annual financial statements of the Company and its subsidiaries in order to determine whether the financial statements are in accordance with the Act, IFRS and the Listings Requirements of the JSE.

Following discussions with the external auditors the Directors consider that, in preparing the financial statements, the Company has consistently used appropriate accounting policies supported by reasonable and prudent judgement and estimates. All applicable international accounting standards have been followed. The Directors have formally reviewed the budgets and forecasts of the businesses and have concluded that the Group will continue in business for the foreseeable future and, accordingly, the going-concern basis of accounting remains appropriate.

The Directors are also responsible for maintaining adequate accounting records and they have general responsibility for ensuring that an effective risk management process is in place to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

To enable the Directors to meet these responsibilities, management sets standards and implements systems of risk management and internal control aimed at reducing the risk of error or loss in a cost-effective manner. The Company’s Internal Audit function independently appraises the Group companies’ internal control and reports directly to the Audit Committee.

In addition, the management of each operating business submits an annual Letter of Assurance to the Audit Committee of the Company affirming that the internal control in entities for which they have responsibility is adequate for their operations.

The Directors are of the opinion, based on the information and explanations given by management, the internal auditors and the external auditors, that during the year there were no material breakdowns of internal controls and that these controls are adequate so that the financial records may be relied on for preparing the financial statements and maintaining accountability for assets and liabilities. The Directors believe that assets are appropriately insured and are used as intended with appropriate authorisation.

The Company’s Chief Executive, Financial Director and members of the Executive Committee conduct regular presentations on the Group’s performance and strategy to analysts, institutional investors and the media in South Africa.

Presentations, corporate actions and reports on performance, as well as any other information deemed relevant, are published on the Company’s website. Shareholders and other stakeholders are advised of such newly-published items via SENS. Other information on the Company, such as inter alia its management and history, is also available on the website. The website address is www.aeci.co.za

To ensure that AECI communicates with those shareholders and stakeholders without access to the electronic media, the Company also publishes and reports on details of its corporate actions and performance, including its half- and full-year financial results, in at least one daily national English newspaper and in one daily national Afrikaans newspaper.

AECI’s Communications function maintains regular contact with the media by disseminating relevant information.

Shareholders are encouraged to attend the Annual General Meeting of the Company.

The Chairman of the Board and the Chairmen of Board Committees met formally with investors in 2010, without Executive Directors or any Senior Management representatives being present. This practice will continue, probably on a biennial basis. Furthermore, all Non-Executive Directors are invited to attend the Company’s financial and businessspecific presentations. This provides additional opportunity for interaction with investors.