TBoard committees operate in terms of mandates reviewed and approved by the Board.  A mandate sets out the role, responsibilities, scope of authority, composition and procedures the Board committee will follow when reporting to the Board.  These mandates have been amended to comply with the requirements of King III and the new Companies Act, where applicable.   

All committees report to the Board at quarterly Board meetings and reports from the chairmen of the committees are tables at these Board meetings.

Audit and Risk Committee

Members:

Michael McMahon (Chairman)
Hugh Cameron
Vivienne Mennell       
Babalwa Ngonyama

The Committee comprises independent non-executive directors.  The Chief Executive Officer, Chief Financial Officer, the Head of Group Internal Audit and the external auditor attend meetings of the Committee by invitation only.

The Audit Committee’s role is to provide assurance that relevant Board duties are discharged by:

• monitoring the integrity of the Integrated Annual Report 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;
• reporting in terms of Section 94(7)(f) of the new Companies Act (only to be included in the Annual Integrated Report for 2012;
• 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;
• 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; and
• receiving and dealing appropriately with any concerns or complaints whether from within or outside the Company, in terms of Section 94(2)(g) of the new Companies Act.

Remuneration Committee

Members:

Mandla Gantsho (Chairman)
Michael McMahon
Thandi Orleyn
Thabo Mokgatlha
Mpueleng Pooe

The Remuneration Committee comprises three independent non-executive directors and two non-executive directors. This is in accordance with the King III recommendation that the majority of members should be independent non-executive directors.    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 as determined by the Remuneration Committee strives for competitive and fair compensation to recognise and reward individual and team achievements. 
The Remuneration Committee has adopted formal written terms of reference which have been approved by the Board.  The main functions of the Remuneration Committee are to:

• determine fixed and variable remuneration for executive directors and senior executives;
• ensure the right calibre of executive and senior management is attracted, retained, motivated and rewarded for individual performance and contribution to the performance of the Group;
• 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 for management;
• discharge the obligations of the Board to ensure objectivity regarding the remuneration of directors;
• recommend the Company’s remuneration policy to the Board for presentation to shareholders at the Annual General Meeting as a non-binding advisory vote; and
• make recommendations on the remuneration packages of the non-executive directors, the Chairman of the Board, members (including chairmen) of sub-committees to the shareholders for approval.

Nomination Committee

Members:

Khotso Mokhele(Chairperson)
Vivienne Mennell
Thandi Orleyn

In line with the recommendation of King III, the Committee comprises three independent non-executive directors.  The Chairman of the Board is a member and the CEO is a permanent invitee.
This committee assists the Board in ensuring that the balance in structure, size and effectiveness of the Board is maintained.  This is achieved through giving due consideration to the number of executive, non-executive and independent non-executive directors are appointed to the Board and ensuring that the Board and its sub-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 responsible for:

• ensuring that the Board, its directors and its committees are assessed regularly;
• proposing adjustments to the Board and its committees as appropriate;
• 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.

Transformation Committee

Members:

Thandi Orleyn(Chairman)
David Brown (Chief Executive Officer)
Khotso Mokhele
Thabo Mokgatlha
Hugh Cameron

The Committee comprises three independent non-executive directors, a non-executive director and the CEO.   The committee is responsible for:

• 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 adopting an inclusive approach in addressing transformation issues;
• providing quality assurance regarding the implementation of all transformation processes; and
• ensuring transparency in communication.

Safety, Health and Environmental Quality Audit Committee (SHEQ)

Members:

Terence Goodlace (Chairman)
Khotso Mokhele
Michael McMahon
David Brown (Chief Executive Officer)

The Health, Safety and Environmental (HSE) Committee comprises tthree independent non-executive directors and the CEO.  The Committee is responsible for the governance of health, safety and environmental matters in the Group as a sub-committee of the Board has been in place since 1988.  Its role in respect of its terms of refernce is to monitor and review safety, health and environmental performance and standards.  The HSE Committee supplements and provides support, advice and guidance on the effectiveness of management’s efforts in the areas of safety, health and the environment.   
As such, the Committee:

• reviews the adequacy and appropriateness of the health, safety and environmental systems, policies, standards, codes of practice and procedures of the group;
• monitors HSE performance in accordance with stated goals and objectives, including measurement against South African and international norms and benchmarks;
• monitors the HSE management function and recommends improvements where considered necessary;
• reviews the HSE element of the Company’s business plan and approves the HSE section of the Integrated Annual Report;
• has the right to institute investigations into matters where inadequacies have been identified or as directed by the Board.