In compliance with the company's articles of association, the board comprises eleven directors. There are six independent non-executive directors, two non-executive directors and three executive directors.
Mr Michael McMahon, an independent non-executive director is acting chairman of the board. Mr DH Brown, an executive director, is the chief executive officer. The roles of the chairman and chief executive officer are distinctly separate.
Mr TV Mokgatlha and Mr DS Phiri are not considered to be independent given their relationship with the Royal Bafokeng Nation, a substantial shareholder of the company. During FY2009, Mr N Carroll was appointed as an alternate director to Mr TV Mokgatlha. Mr Carroll, as the chief executive officer of Royal Bafokeng Holdings, is also not independent. The board holds the view, however, that all directors bring independent judgement to bear on material decisions put to the board for consideration.
Non-executive directors are chosen for their business and industry-specific skill and acumen and consideration is given to racial and gender diversity when appointments are recommended by the Nomination Committee to the board.
In terms of the company's articles of association, one third of directors must retire at every annual general meeting and may be eligible for re-election. Re-election of board members takes place on a staggered basis to ensure continuity. An executive director retires at the annual general meeting following his/her 63rd birthday, and a non-executive director following his/her 67th birthday. Thereafter, in the case of a non-executive director, his/her term of office continues on an annual basis if a majority of their co-directors so request.
The role of the board is regulated by a formal board charter (PDF - 72KB) which defines matters reserved for board approval. A formal approval framework is in place which defines the powers and authority of management.
In addition to the quarterly board meetings, a full-day strategy session is held and is attended by all board members and senior executives. This is in line with the board's mandate for setting group strategy, which is considered and approved annually.
An annual board meeting is also held to discuss the business plan of the group. The board meets on an ad hoc basis to consider specific issues, if the need arises. The progress and status of identified strategic issues are reported and monitored at quarterly board meetings.
Board members are obliged to attend a full day board-training session, in keeping with the company's obligation to provide ongoing training to all directors.
Non-executive directors meet formally and informally with management on a regular basis.
The board functions are supported by board committees.
