The board functions are supported by the following committees of the board:

• Audit Committee
• Nominations Committee
• Remuneration Committee
• Safety, Health and Environmental Quality Audit Committee
• Transformation Committee

Audit Committee

Members:

Michael McMahon (Chairman)
Fatima Jakoet
Vivienne Mennell
Lex van Vught

On 1 May 2009, Mr Michael McMahon was appointed as an additional member and chairman of the Audit Committee in place of Mr Lex van Vught. Mr van Vught retained membership of the committee until his resignation on 30 June 2009.

The Audit Committee comprised four independent non-executive directors until Mr van Vught’s resignation. Its role is to provide assurance that relevant board duties are discharged by:

• monitoring the integrity of the financial statements and other relevant external financial reports of Implats and reviewing all significant inputs, judgments and outputs in order to present a balanced and understandable assessment of the position, performance and prospects of Implats, as appropriate;
• reviewing the company’s internal financial control and financial risk management systems in order to safeguard Implats’ assets;
• monitoring and reviewing the effectiveness of Implats’ internal audit functions;
• recommending to the board the appointment of the external auditors, approving the remuneration and terms of engagement of the external auditors and monitoring their independence, objectivity and effectiveness, taking into consideration relevant professional and regulatory requirements; and
• regulating the use of the external auditors for non-audit duties in terms of a policy document prepared and enforced which governs the use of external auditors for non-audit services. The use of the external auditors for non-audit services is disclosed in the annual financial statements.

The committee, in carrying out its tasks, has a wide range of powers to consult both internally and externally. The overriding principle is that the Audit Committee shall be provided with sufficient resources to undertake its duties.

Its terms of reference allow the investigation into any activity of the company and permit the seeking of information or advice from any employee in the course of its duties. The chairman of the Audit Committee meets at least once a year on an individual basis with the external and internal auditors, the chief executive officer and the chief financial officer without any other executive member of the board in attendance.

The Audit Committee oversees the Risk Management Committee.

Nomination Committee

Members:

Thandi Orleyn (Chairperson)
Khotso Mokhele
Fred Roux (resigned 6 November 2009)
Vivienne Mennell

The committee comprises four non-executive directors. Ms Thandi Orleyn was appointed as an additional member and chairperson of the committee on 1 May 2009 in place of Dr Khotso Mokhele.

This committee assists the board in ensuring that the structure, size, effectiveness and composition of the board and its committees:

• are reviewed regularly;
• comprise the requisite mix of skills, experience, diversity and other qualities;
• align with the strategic direction and requirements of Implats, and
• meet the requirements of sound corporate governance.

The Nominations Committee is also responsible for ensuring that the board, its directors and its committees are assessed regularly; proposing adjustments to the board and its committees; planning for the succession of directors; recommending appointments and re-elections of directors; establishing a formal induction process and ensuring that a training and development programme is in place for board members.

A self-assessment of the board, an evaluation of the board chairman, as well as an individual evaluation of board members standing for re-election was undertaken during the year by KPMG. Corrective action will be taken by the board and Nominations committee to address key issues identified.

An assessment of the board committees and the chairmen of the board committees is planned for the ensuing year and will also be undertaken by KPMG to ensure a continuity of the evaluation process. The Nominations Committee oversees the evaluation process as part of its mandate.

Remuneration Committee

Members:

Lex van Vught (Chairman resigned 30 June 2009)
Michael McMahon
Thandi Orleyn
Steve Phiri (Chairman from 1 July 2009)

The Remuneration Committee comprised three independent non-executive directors and one non-executive director. Mr Lex van Vught was appointed as an additional member and chairman of the committee on 1 May 2009 in place of Ms Thandi Orleyn as part of a planned rotation of responsibilities. Subsequent to Mr Lex van Vught's resignation on 30 June 2009, Mr Steve Phiri was appointed Chairman of the committee, effective 1 July 2009. The chairman of the board, chief executive officer and the human resources executive are invited to attend all Remuneration Committee meetings except when their own remuneration is under consideration.

The company’s Remuneration Policy is determined by the Remuneration Committee and strives for competitive and fair reward in recognising and rewarding individual and team achievement that contributes to the attraction, retention and motivation of employees, and organisational growth and prosperity.

The main functions of the Remuneration Committee are to:

• determine fixed and variable remuneration for executive directors and senior executives;
• ensure the implementation of policies and practices to attract and retain the best talent at executive level;
• ensure the provision of fair, equitable and competitive conditions of employment across the group;
• ensure the effectiveness of a comprehensive talent management process, encompassing employee development and succession planning;
• benchmark remuneration practices against both local and international best practice;
• monitor retirement benefits; and
• recommend fees for non-executive directors for consideration by executive directors on the board for approval by shareholders at the annual general meeting.

Details of the directors’ remuneration are given in the remuneration report in Implats Annual Report 2009.

Safety, Health and Environmental Quality Audit Committee

Members:

Khotso Mokhele (Chairman)
Michael McMahon
Fred Roux (resigned 6 November 2009)
David Brown (Chief Executive Officer)
Mike Pleming (external consultant)

A board-appointed Safety, Health and Environmental Quality Audit Committee (SHEQ) has been in place since 1988. Its role in terms of its mandate is to monitor and review safety, health and environmental performance and standards. The SHEQ Audit Committee supplements and gives support, advice and guidance on the effectiveness or otherwise of management’s efforts in the areas of safety, health and the environment. The SHEQ Audit Committee comprises three non-executive directors and the chief executive officer. An external consultant is also a member of the committee in line with the committee’s initiative to have a wide range of expertise available to it.

On 1 May 2009, an independent, non-executive, Dr Khotso Mokhele, replaced Mr Michael McMahon as chairman of the committee.

The SHEQ Audit Committee meets at least once a quarter. Meetings are held alternately at operations, coinciding with visits to sites of SHEQ importance/relevance or at Implats’ head office. At all meetings, Implats’ overall performance in all areas of safety, health and the environment is critically appraised. Internal audit regularly reviews reporting systems to ensure that injuries sustained by employees/contractors are reported timeously and effectively.

Transformation Committee

Members:

Khotso Mokhele (Chairman)
Thandi Orleyn
Fred Roux (resigned 6 November 2009)
Thabo Mokgatlha
Shadwick Bessit
David Brown

Dawn Earp
Les Paton
Paul Finney
Johan Theron
Avanthi Parboosing (Secretary)

The composition of the Transformation Committee was altered during the year. The committee now comprises three independent non-executive directors, a non-executive director, the four executive directors and two executives.

The committee is responsible for monitoring the progress of achieving a transformed workforce by:

• advising and guiding the board in any decision making process relating to transformation;
• guiding the organisation on issues of transformation;
• consulting all role players to ensure commitment and adopt an inclusive approach in addressing transformation issues;
• providing quality assurance regarding the implementation of all transformation processes; and
• ensuring transparency in communication in respect of the transformation processes.

The challenge of achieving the company’s strategic imperative of becoming a transformed workplace, hinges on it meeting and exceeding its targets and the numerical goals set as per the Employment Equity Act, the Mineral and Petroleum Resources Development Act (MPRDA) and the related Mining Charter. These targets have been affected by the amendment to the Employment Equity Act regarding the definition of designated groups.

With the increased emphasis on sustainability and its inseparable interface with the strategy of the company, the committee also plays a material role in reviewing and providing guidance on sustainability issues facing the group. The committee also plays a substantial role in assisting the company on its sustainability reporting and the need for independent assurance thereof.

The Transformation Committee of the board as well as the transformation steering committees at all South African operations monitor targets and numerical goals.