The company has a unitary board of directors which comprises a majority of non-executive directors (presently eight non executive independent directors, four non-executive directors, three of whom are nominated by the holding company, and five executive directors). Non-executive directors are chosen for their business acumen and skills pertinent to the business of the group and meet the criteria of the King II Report. The board is ultimately responsible for ensuring that the business is a going concern, and to this end effectively controls the group and its management and is involved in all decisions that are material for this purpose. The board functions in terms of a formal Board Charter which requires that there is an appropriate balance of power and authority on the board. The board has defined and monitors levels of materiality and has formally documented matters which it has delegated to the board committees and management.
The roles of the chairman and the chief executive are separated and the chairman is a non executive independent director.
New appointments to the board are subject to the recommendation of the Remuneration / Nomination Committee and formal approval by the board. At each annual general meeting of shareholders, not less than one-third of the directors must retire, being those directors longest in office since their appointment or last re-election, and may, if available, be proposed for re-election. The appointments of new directors are subject to confirmation by shareholders at the next annual general meeting following their appointment.
Members of the board have access to the advice of the company secretary, and may, in appropriate circumstances, take independent professional advice at the company’s expense.
The board previously had five, but in future will have six, regular meetings a year. In addition, there is provision in the company's Articles of Association for decisions taken between meetings to be confirmed by way of directors' resolutions.
In the past year, six meetings were held, attendance at which is reflected in a table on page 32 of the 2009 Annual Report.
Audit Committee
For the year under review, the group Audit Committee comprised four non-executive independent directors, one of whom is the chairman of the Committee. The members of the Committee, appointed by the board for the year ending 31 March 2010, are indicated on pages 6 and 7 of the 2009 Annual Report. In addition, Messrs D R Langlands and D G MacLeod, being precluded from membership in terms of the Corporate Laws Amendment Act, 2006, attend the meetings of the Committee on a regular basis. The Committee is chaired by Dr D Konar.
The Committee has formal terms of reference approved by the board. Its main task is to ensure the maintenance of and, where necessary, the review of the effectiveness of internal financial controls in the group, along with the maintenance of adequate accounting records. It oversees the financial reporting process and is also concerned with the review of important accounting issues, pending litigation, specific disclosures in the financial statements and a review of the major audit recommendations.
For the year under review, the Committee confirmed the appointment of both Deloitte & Touche as the independent auditors and Mr C A Sagar as the registered auditor responsible for the audit, and further satisfied itself that the independent auditors were independent of the company. The Committee approves any non-audit services undertaken by the independent auditors in terms of a formal policy which has been adopted in this regard.
The independent and internal auditors have unrestricted access to the Committee and its chairman. The Committee chairman is available at the annual general meeting. The Committee has satisfied itself of the appropriateness of the expertise and experience of the Financial Director, Ms K Zarnack.
The Committee has three regular meetings a year which are also attended by the independent and internal auditors, two non-executive directors, one of whom is nominated by the holding company, and appropriate members of executive and senior management. In the past year, three meetings were held, attendance at which is reflected in a table on page 32 of the 2009 Annual Report. For the year under review, the Committee satisfied its responsibilities in compliance with its terms of reference.
Audit committees are also established and operational at each of the operating subsidiaries.
Remuneration / Nomination Committee
The responsibilities and activities of the Remuneration / Nomination Committee are covered in the Remuneration Report on page 34 of the 2009 Annual Report.
Risk Management Committee
The company’s Risk Management Committee presently comprises four non-executive directors, two of whom are independent and one of whom is the chairman of the Committee, three of the executive directors and five members of senior management. Members of the Committee are indicated on pages 6, 7 and 8 of the 2009 Annual Report. The Committee is chaired by Mr M J Shaw.
The Committee has formal terms of reference approved by the board. The Committee is responsible for reviewing the Company’s risk philosophy, strategy and policies, and ensuring compliance with such policies; reviewing the adequacy and overall effectiveness of the Company’s risk management function; ensuring the implementation of an ongoing process for risk identification, mitigation and management; ensuring the establishment of a comprehensive system of controls; pursuing measures for increasing risk awareness throughout the company; reviewing any significant legal matters; and reviewing the adequacy of insurance coverage. The Committee gives particular focus to operational risks, including health and safety.
The Committee meets at least twice a year. In respect of the past year, two meetings were held, attendance at which by the director members is reflected below. For the period under review, the Committee satisfied its responsibilities in compliance with its terms of reference.
Attendance at board and committee meetings during the year ended 31 March 2009
Column A indicates the number of meetings held during the period the director was a member of the board / committee
Column B indicates the number of meetings attended during the period the director was a member of the board / committee
# Appointed with effect from 1 April 2009
¶ Resigned with effect from 31 March 2009
Ø Appointed on 16 September 2008
ө Retired with effect from 31 March 2009
° Participation in his capacity as chairman of the board as an attendee
Executive Committees
The executive directors along with the human resources executive and the company secretary meet on a weekly basis to review operational performance, capital programmes and other relevant issues. In addition, consideration is given to major investment and capital expenditure proposals as well as issues of strategic importance to the group, for recommendation to the board. Furthermore, the daily involvement of the executive directors with operational and functional executives ensures the interactive nature of the overall management reporting structure. A Group Executive Committee, comprising the executive directors, one non-executive director, and certain senior members of management, meets on a regular basis, particularly to share and discuss the group’s key strategies and issues. The members of this Committee are indicated on pages 6 to 9 of the 2009 Annual Report. The Committee presently meets at least five times a year.
A Corporate Executive Committee, comprising the executive directors and certain senior members of corporate management meets monthly to discuss and agree implementation processes in respect of corporate strategies and policies. The members of this Committee are indicted on pages 6 to 8 of the 2009 Annual Report.