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Implats
supports and has applied the Code of Corporate Practices and Conduct
as advocated in the King Report on corporate governance. A summary
of compliance is as follows:
Board
of Directors
The board follows the unitary structure and retains full and effective
control over the group. It meets at least on a quarterly basis to
review the operational performance of the group, strategic issues,
the business plan, acquisitions, disposals and other major contracts
and commitments, group policies and stakeholder reporting. There
are seven non-executive members of whom the chairman is also a director
of the major shareholder. There are three executive directors.
The
positions of Chairman and Chief Executive Officer are separate.
The Chairman of the board is a non-executive director. In addition,
the independent directors are of such calibre and number that they
carry si gnificant weight in the boards deliberations
and resolutions.
A
number of standing committees of the board has been established.
These committees operate with written terms of reference and are
comprised, in the main, of non-executive directors. The chairman
of each committee is a non-executive director.
Remuneration Committee
The remuneration committee comprises three non-executive directors
and is responsible for determining the group policies
and structure with regard to executive remuneration,
remuneration packages for executive directors and senior executives
and the policy and strategy of employment.
Audit Committee
The audit committee, which meets on a quarterly basis, is comprised
solely of non- executive directors. The role of the audit
committee is to assist the board by performing an objective
and independent review of the functioning of the organisations
finance and accounting control mechanisms. It exercises
its functions through close liaison and communication
with corporate management and the internal and external auditors.
Health, Safety and Environmental
Audit Committee.
A Health, Safety and Environmental Audit Committee (HSE Audit committee)
is in place to monitor and review health, safety and
environmental performance and standards. The primary
role of the HSE Audit Committee is to supplement and support and
give advice and guidance on the effectiveness or otherwise
of managements effort in the HSE arena. The committee
consists of not less than four members. Employee representatives
are invited to the committee meetings on a regular basis. The chairman
is a non-executive director.
Internal
Control Systems
The group maintains accounting and administrative control systems
designed to provide reasonable assurance that the accounting records
accurately reflect that transactions are executed and recorded in
accordance with sound business practices, that the assets are safeguarded
and that protection is provided against serious risk of error or
loss in a cost-effective manner.
An
internal audit department, which holds regular meetings with management
and the audit committee and has direct access to the Chairman of
the board, independently monitors these controls.
Nothing
has come to the attention of the directors to indicate that any
material breakdown in the functioning of these controls has occurred
during the year under review.
Employee
participation
Employees throughout the organisation are actively involved on all
Fixco committees. A quarterly Leadership Summit facilitates communication
between management and employee representatives across the organisation.
In addition, representatives of all unions serve on key committees
such as the Impala HIV/AIDS committee.
Employment
Equity Plan
The business plan of the organisation includes interventions to
support the transformation process, to develop and empower our workforce
and to accommodate both anticipated and recently promulgated legislation.
Our
commitment to the process of "unlocking the potential"
of our employees applies in particular to those who fall within
the category of designated groups. All our developmental programmes,
succession planning, career path programmes and bursary projects
take cognisance of this commitment.
Numerous
steering committees have been established and specific numerical
targets to be achieved have been set over a five-year period to
attain a discrimination free workplace. The planned target levels
and the levels of achievement are set out in the table on page 57.
Code
of values
The group has adopted a code of values governing the manner in which
it is committed to do business with its stakeholders and, in particular,
covering business integrity and the development and safety of employees.
The process whereby employees committed themselves to these values
has resulted in the development of the principles of that code into
a "Value Statement" which interprets those values in a
practical and easily understandable form. All employees and directors
are required to adhere to the ethical standards contained in this
code.
The
group observes a closed period of one month prior to the announcement
of interim and year-end results, during which neither directors
nor employees can deal, either directly or indirectly, in the shares
of Implats or its listed subsidiaries.
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