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Principles of corporate governance
Risk Management
Aspects of corporate governance included in volume 1
The new, larger-capacity Hulme hoppers at Amandelbult
The introduction of the new, larger-capacity Hulme hoppers at Amandelbult Section has reduced tipping times by some 25%.
The milling section in Modikwa Platinum Mine's concentrator plant
The milling section in Modikwa Platinum Mine's concentrator plant
The acid loading facility at the ACP Plant at Rustenburg
The acid loading facility at the ACP Plant at Rustenburg
The translocation of rare and endangered plant species
The translocation of rare and endangered plant species away from areas being prepared for mining and related activities at Anglo Platinum's PPRust operations has created valuable work opportunities for members of surrounding communities.Among those involved are, from left, Godfrey Tefo, Kgole Tema, and Caiphus Mashilo

Corporate governance structure

The composition of the Board and Board committees is reflected as at the date of this Report.

The Board
Responsible to shareholders for setting direction through strategic objectives and key policies; monitors implementation through structured reporting systems.
Barry Davison (Non-executive Chairman); Ralph Havenstein (Chief Executive Officer); Dorian Emmett (Chief Operating Officer); Leslie Boyd (Non-executive); Colin Brayshaw (Independant Non-executive); Mike King (Non-executive); Bongani Khumalo (Independant Non-executive); Robin Mills (Executive); Bill Nairn (Non-executive); Hixonia Nyasulu (Independant Non-executive); Abe Thebyane (Executive); Tony Trahar (Non-executive); Roeland van Kerckhoven (Executive); Tom Wixley (Independent Non-executive Deputy Chairman); Sandy Wood (Executive); Lazarus Zim (Non-executive);
comprises of comprises of comprises of comprises of comprises of comprises of comprises of
Recommends policies and strategies; monitors implementation; deals with all executive business; responsible for all material matters not reserved for the Board; coordinates and monitors resources to achieve the Group's aims.

Ralph Havenstein (Chairman);
Dorian Emmett;
Mike Halhead;
Robin Mills;
Roeland van Kerckhoven;
Sandy Wood

Responsible for all matters pertaining to staff and administration.

Ralf Havenstein (Chairman);
Dorian Emmett;
Mike Halhead; Robin Mills;
Roeland van Kerckhoven;
Sandy wood

Monitors the adequacy of financial controls and reporting; reviews the audit plans of internal and external auditors; ascertains the reliability of the audit; ensures that financial reporting complies with IFRS and the Companies Act.

Colin Brayshaw (Chairman);
Vincent Uren (Alternate Non-executive);
Tom Wixley

Reviews the quality of corporate governance and recommends thereon to the Board; provides advice to Directors and management in respect of conflicts of interest.

Tom Wixley (Chairman);
Leslie Boyd;
Colin Brayshaw;
Barry Davison;
Bongani Khumalo;
Mike King;
Bill Nairn;
Hixonia Nyasulu;
Tony Trahar;
Lazarus Zim

Considers suitable nominations for appointments to the Board and makes appropriate recommendations in regard thereto to the Board.

Barry Davison
(Chairman from 7 Oct 2003);
Tom Wixley (Chairman up to 6 Oct 2003);
Leslie Boyd;
Colin Brayshaw;
Mike King;
Hixonia Nyasulu;
Tony Trahar

Establishes the overall principles of remuneration and determines the remuneration of Executive Directors; considers reviews, and approves the Group's policy on executive remuneration, and communicates
this to stakeholders in the Annual Report

Tom Wixley (Chairman);
Colin Brayshaw;
Barry Davison; Hixonia Nyasulu;
Tony Trahar

Develops framework policies and guidelines for SHE management and ensures implementation; monitors Group compliance with relevant legislation.

Bill Nairn (Chairman);
Mzolisi Diliza;
Dorian Emmett;
Ralph Havenstein;
John Johnston;
Bongani Khumalo;
Robin Mills

The Board of Directors

The Company has a unitary Board currently comprising six Executive and ten Non-executive Directors. Four of the Non-executive Directors are Independent. Mr Barry Davison stood down as Executive Chairman of the Board and Managing Director on 30 June 2003, and Mr Ralph Havenstein was appointed Chief Executive Officer (CEO) on 1 July 2003. Mr Davison is now Non-executive Chairman.

All the Directors bring to the Board a wide range of expertise as well as significant financial, commercial, and technical experience and, in the case of Non-executive and Independent Non-executive Directors, independent perspectives and judgement.

The Board is responsible for setting the direction of the Group through the establishment of strategic objectives and key policies. It monitors the implementation of strategies and policies through a structured approach to reporting on the basis of agreed performance criteria and defined, written delegations to management for the detailed planning and implementation of such objectives and policies. The Board meets quarterly, or more frequently if circumstances so require, to review matters specifically reserved for its decision, including financial and operational results, and to consider issues of strategic direction, major acquisitions and disposals, approval of major capital expenditure, and any other matters having a material effect on the Group.

The Board has a Charter setting out its mission, role, duties, and responsibilities and, in particular, important aspects concerning the following: 

  • The Directors' fiduciary responsibilities;
  • Leadership of the Board;
  • Induction of new Directors;
  • Evaluation of Directors;
  • The Board's relationship to staff and external advisors, as well as unrestricted access to Company records; and
  • Board meetings and procedures.

The Directors have a responsibility, in terms of the Board Charter, to become acquainted with all of their duties, as well as with the issues pertaining to the operations and business of the Company, to enable them to fulfil their duties. To assist new Directors, an induction programme has been established by the Company, which includes background materials, meetings with senior management, and visits to the Company's various operations and projects.

In terms of the Board Charter, the Directors are assessed annually, both individually and collectively as a Board. In addition, the Remuneration Committee formally evaluates the CEO on an annual basis, based on objective criteria.

The Board as a whole approves the appointment of new Directors, on recommendation by the Nomination Committee.

All Directors, in accordance with the Company's Articles of Association, are subject to retirement by rotation and re-election by shareholders.

All Directors have access to the advice and services of the Company Secretary and are entitled to seek independent professional advice concerning the affairs of the Group, at the expense of the Group.

The Board has established a number of standing committees, which are ultimately answerable to the Board, namely:

  • The Executive Committee;
  • The Administration Committee;
  • The Audit Committee;
  • The Corporate Governance Committee;
  • The Nomination Committee;
  • The Remuneration Committee; and
  • The SHE Committee

These committees operate within the defined terms of reference laid down in writing by the Board. The Audit, and Remuneration committees are each chaired by an Independent Non-executive Director and consist entirely of Non-executive Directors. The Corporate Governance Committee is chaired by an Independent Non-executive Director and consists of all the Non-executive Directors.

Each Committee has a charter setting out its role, duties, and responsibilities. In addition, each Committee member is expected to undertake an assessment of the Committee's performance annually.

Directors' attendance at Board and committee meetings, 2003
Director Board Audit Corporate
Nomination Remuneration SHE

Number of meetings held during the year 7 4 2 3 5 4

Leslie Boyd (Non-executive) 4 N/A 1 0 N/A N/A
Colin Brayshaw (Independent Non-executive) 6 4 1 2 5 N/A
Barry Davison (Non-executive Chairman) 7 N/A N/A 2/2 3/3 N/A
John Dreyer (Executive) 6 N/A N/A N/A N/A 4
Dorian Emmett (Executive, Chief Operating Officer) 7 N/A N/A N/A N/A N/A
Ralph Havenstein (Chief Executive Officer) 5/5 N/A N/A N/A N/A 1/1
Bongani Khumalo (Independent Non-executive) 4/5 N/A N/A N/A N/A 1/1
Mike King (Non-executive) 5 N/A 2 3 N/A N/A
Robin Mills (Executive) 6/6 N/A N/A N/A N/A N/A
Bill Nairn (Non-executive) 6 N/A N/A N/A N/A 2
Eric Ngubane (Executive) 6 N/A N/A N/A N/A N/A
Hixonia Nyasulu (Independent Non-executive) 6 N/A 1 2 0/0 N/A
Tony Trahar (Non-executive) 7 N/A N/A 2 5 N/A
Roeland van Kerckhoven (Executive) 7 N/A 2 N/A N/A N/A
Tom Wixley (Independent Non-executive) 6 3 2 3 5 N/A
Sandy Wood (Executive) 7 N/A N/A N/A N/A N/A
Lazarus Zim (Non-executive) 2/3 N/A N/A N/A N/A N/A

Executive and Administration committees

The membership of both the Executive Committee and the Administration Committee consists of the Company's Executive Directors and the Executive Director: Technical Services.

The Executive Committee is constituted to assist the CEO in managing the business of the Group when the Board is not in session, subject to authority limits delegated to the CEO and the Executive Committee, in terms of the Group's authority policy. The Executive Committee assists the CEO in guiding and controlling the overall direction of the business of the Group and acts as a medium of communication and coordination between business units, Group companies, and the Board.

The Administration Committee is responsible for administrative issues pertaining to the Corporate Office and the operations of the Group.

Operating Committee

The Operating Committee, a sub-committee of the Executive Committee, is responsible for directing, monitoring, and controlling all technical aspects of the Group's operations, including projects, mining, metallurgical, refining, and related operations.

Transformation Committee

The Group has adopted a formal Employment Equity policy, which is aligned with the requirements of the Employment Equity Act.

The Transformation Committee, which is a sub-committee of the Executive Committee, is responsible, inter alia, for monitoring compliance with, and advising on, the requirements of the Employment Equity Act. It is made up of representatives from each business unit and Corporate Office and is chaired by the Executive Director: Human Resources.

Finance Risk Committee

The Finance Risk Committee, which includes marketing and treasury representatives, is a sub-committee of the Executive Committee. It is responsible for treasury risk management activities within the Group, subject to the overall limits set by the Board.

Audit Committee

The Directors' Report in the Business Report contains a statement relating to the Directors' responsibilities. For the purposes of enabling the Directors to fulfil these responsibilities and maintain systems of internal controls aimed at reducing the risk of error or loss, the internal audit function, acting on behalf of the Board, independently appraises the Group's internal systems of control and reports its findings to the Audit Committee. The audit approach entails a thorough comprehension of the Group's financial and business objectives, and of the underlying systems and procedures.

The internal audit plan is determined annually, based on the relative degree of the inherent risk within Group operations. The overall effectiveness of internal auditing in the Group is achieved through the development, adoption, and implementation of audit standards, methodologies, and techniques, and by conducting ongoing training programmes to ensure that those tasked with this responsibility remain abreast of current developments and practices.

The Audit Committee also evaluates the performance, independence, and effectiveness of the external auditors and considers any non-audit services to determine whether or not such services substantively impair their independence as external auditors. The Audit Committee also considers and makes recommendations on the appointment and retention of the external auditors. Before an audit commences, the Audit Committee discusses and reviews with the external auditors their engagement letter and the terms, scope, and nature of the audit function, procedure, and engagement, as well as the audit fee.

The Audit Committee comprises solely Non-executive Directors, the majority of whom, including its Chairman, are Independent Non-executive Directors. The purpose of the Audit Committee is to assist the Board in discharging its duties relating to the safeguarding of assets, the operation of adequate systems, financial control and reporting processes, and the preparation of accurate financial reporting and financial statements in compliance with all applicable legal requirements and accounting standards. The Audit Committee also provides a forum for discussing business risk and control issues, for developing relevant recommendations for consideration by the Board, and for overseeing the activities of the Group's internal and external audit functions. As such, the Audit Committee is an advisory committee and not a management committee. It does not perform any management functions, nor does it assume any management responsibilities, but has an independent objective role in submitting its recommendations to the Board for its approval or final decision.

In addition to the executives and managers responsible for finance, the head of internal audit and external audit partners attend meetings of the Audit Committee. The Committee meets at least three times a year. The head of internal audit and external audit partners have unrestricted access to the Chairman of the Committee.

Corporate Governance Committee

The Corporate Governance Committee was established in line with the spirit of the recommendations of King 2, and consists entirely of Non-executive Directors.

It is responsible, inter alia, for reviewing the quality of corporate governance in the Group, for making recommendations to the Board for its enhancement, and for providing advice to Directors and management on issues that may lead to conflicts of interest. It further provides a forum for Non-executive Directors to meet separately from the Executive Directors on the Board.

Nomination Committee

The Nomination Committee has the responsibility of making recommendations to the Board on the appointment of new Executive and Non-executive Directors, including the responsibility for making recommendations on the size, structure, and composition of the Board generally and the balance between Executive and Non-executive Directors. The Committee is also charged with the responsibility of identifying and nominating candidates, for the approval of the Board, to fill Board vacancies as and when they arise. The committee identifies candidates of suitable calibre and possessing the skills required to perform as Directors, having the expertise to enhance the skills and knowledge base of the Board as a whole. The Committee is required to put in place succession plans for the Chairperson of the Board and the CEO.

Remuneration Committee

The role of the Remuneration Committee is to establish the overall principles of remuneration and to determine the remuneration of Executive Directors. It considers, reviews, and approves the Group's policy on executive remuneration and communicates this policy to stakeholders in the Annual Report. It consists entirely of Non-executive Directors, of whom a majority is independent.

The Group's remuneration philosophy is outlined in the Business Report.

The Group's remuneration philosophy is designed to ensure that Anglo Platinum, by rewarding superior performance, is able to attract and retain the critical skills necessary to promote the prosperity of the Group. This philosophy is subject to ongoing review by means of internal and external benchmarking, with the objective of maintaining competitiveness with the labour market.

Executive Directors and their alternates participate in the Group's Share Option Scheme, which is designed to recognize the contributions of senior staff to the growth in the value of the Group's equity. With the exception of Barry Davison, who was awarded options while an Executive Director, Non-executive Directors do not participate in the Share Option Scheme. Within the limits imposed by the Group's shareholders, options are allocated to the Directors and senior staff in proportion to their contributions to the business, as reflected by their seniority.

A comprehensive remuneration report, included in Volume 1: Business Report, contains details of the emoluments of Executive Directors and their Alternates, including their interests in the Group's Share Option Scheme.

Safety, Health, and Environment (SHE) Committee

The Group strives to conduct its business with due regard for economic, social, cultural, safety, health, and environmental concerns. The safety and health of the Group's employees and the wellbeing of the communities surrounding its mines are the focus of comprehensive policies and programmes dedicated to this end.

The SHE Committee was established to assist the Group in its endeavours to conduct its operations in a responsible manner that achieves a sustainable balance between economic and social development, with due regard to the safety and health of its employees and the impact of its operations on the environment. The SHE Committee is also responsible for considering material national and international regulatory and technical developments in the fields of SHE management.

The Committee is also charged with responsibility for monitoring Group compliance with the various SHE laws that affect Group companies.

A Non-executive Director chairs the SHE Committee.