Board Of Directors

The board of directors sets the company's overall policy and provides guidance and input in areas relating to strategic direction, planning, acquisitions, performance measurement, resource allocation, key appointments, standards of conduct and communication with shareholders and meets quarterly to review the operational performance of the company and to review strategic issues.

The board comprises of four non-executive directors and four executive directors. The non-executive directors are fully independent of management and free to make their own decisions and independent judgements. They enjoy no benefits from the company for their services as directors, other than their fees and potential capital gains and dividends on their interests in ordinary shares.

The board retains full and effective control over the company. Apart from regular meetings, additional meetings are arranged when necessary to review strategy, planning, operations, financial performance, risk and capital expenditure, human resource and environmental management. The board is also responsible for monitoring the activities of the executive management.

The company’s corporate philosophy is consistent with the principles of the King Report II on Corporate Governance, in that, inter alia:

• The roles of Chairperson and CEO are separated;
• The company has a Non-executive Chairperson;
• Service contracts of executive directors do not exceed five years in duration;

Remuneration Committee

Bill Daly (Chairperson)
Kevin Utian
Jay Currie

The Remuneration Committee that has been active since 2000 and is responsible for, inter alia, the remuneration of the senior executives and the remuneration policy relating to all employees. The remuneration policy is based on the premise that fair and competitive remuneration should motivate individual achievement and enhance the company's overall performance. This will be achieved through a combination of fixed and performance enhancing incentives to attract and retain competent and experienced employees in the group. The Remuneration Committee meets semi-annually.

Audit & Risk Committee

Anthony Berman (Chairperson)
Jay Currie
Designated Advisor

The Audit Committee meets at least annually and comprises one independent non-executive director and one other non-executive director. The role of the Audit Committee is to assist the board by performing an objective and independent review of the organisation's finance and accounting control mechanisms. The company maintains accounting and administrative control systems required for the current levels of operations. The Audit Committee will review and monitor the following:

• the effectiveness of the group's information systems and other systems of internal control;
• the effectiveness of the internal audit function;
• the reports of both the external and internal auditors;
• the annual report and specifically the annual financial statements included therein;
• the accounting policies of the group and any proposed revisions thereto;
• the external audit findings, reports and fees and the approval thereof;
• compliance with applicable legislation and requirements of regulatory authorities; and
• sets the principles for recommending the use of external auditors for non-audit services.

The committee is also responsible for all risk management related issues pertaining to the company.

Code Of Ethics

The company adheres to a Code of Ethics. The company observes a closed period from the end of the reporting period until the announcement of interim and year-end results, during which period neither directors nor employees may deal, directly or indirectly, in the ordinary shares of the company.

Communication

The company has a policy of open and transparent communication with its ordinary shareholders and other stakeholders and will meet regularly with institutional shareholders, investment analysts and other stakeholders.