All committees report to the Board at quarterly Board meetings and reports from the chairmen of the committees are tables at these Board meetings.
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;
- 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;
- receiving and dealing appropriately with any concerns or complaints whether from within or outside the Company, in terms of Section 94(7)(g) of the new Companies Act; and
- overseeing the governance of Information Technology (IT) on behalf of the Board.
The Committee has adopted formal written terms of reference approved by the Board of Directors. These terms of reference allow the Committee to investigate any activity of the Company and permits seeking the information or advice from any employee or external consultant. The internal and external auditors have unlimited access to the chairman of the Committee and they meet twice a year, individually, with the chairman.
The Audit Committee has, for the past financial year, satisfied its responsibilities in compliance with the new Companies Act and its terms of reference.
Mandla Gantsho (Chairman)
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 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 main functions of the Remuneration Committee include, but are not limited to:
- determining fixed and variable remuneration for executive directors and senior executives;
- ensuring 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;
- ensuring the provision of fair, equitable and competitive conditions of employment across the Group;
- ensuring the effectiveness of a comprehensive talent management process, encompassing employee development and succession planning;
- benchmarking remuneration practices against both local and international best practice;
- monitoring retirement benefits for management;
- discharging the obligations of the Board to ensure objectivity regarding the remuneration of directors;
- recommending the Company’s remuneration policy to the Board for a non-binding approval by shareholders at the Annual General Meeting; and
- making recommendations on the remuneration packages of the non-executive directors to the Board for final approval by shareholders.
The Company’s remuneration policy as determined by the Remuneration Committee strives for competitive and fair reward, in recognising and rewarding individual and team achievement that contribute to the attraction, retention and motivation of employees, organisational growth and prosperity. The Remuneration Committee has adopted formal written terms of reference which have been approved by the Board.
Nominations and Governance Committee
A key function of the Nominations and Governance Committee is to ensure that the Board and its sub-committees are structured and staffed to enable them to carry out their mandates. The Committee is chaired by the Chairman of the Board and the CEO is a permanent invitee. In December 2011, the Committee was renamed to emphasise its extensive governance responsibilities beyond appointments to the Board and its Committees.
The Committee is responsible for the performance appraisal of the Board, sub-committees and individual directors. The Committee is also responsible for proposing the re-election of
Almorie Maule (Chairperson)
Following a Board decision to remove the risk management responsibilities from the mandate of the Audit Committee, it was decided that the management of risk in the Group warranted a separate committee. The Risk Committee was formed in November 2011 and its formal terms of reference were approved by the Board, giving the Committee a formal mandate. The functions of the Committee include the following:
- overseeing and monitoring the development, implementation and annual review of a policy and plan for risk management to recommend for approval to the Board;
- making recommendations to the Board concerning the levels of tolerance and appetite, and monitoring that risks are managed within the levels of tolerance and appetite as approved by the Board;
- ensuring that frameworks and methodologies are implemented to increase the possibility of anticipating unpredictable risks;
- ensuring that continuous risk monitoring by management takes place and that management considers and implements appropriate risk responses;
- liaising closely with the Audit Committee to exchange information relevant to risk;
- expressing the Committee’s formal opinion to the Board on the effectiveness of the system and process of risk management; and
- reviewing reporting concerning risk management to be included in the Integrated Annual Report.
Social, Ethics and Transformation Committee
In line with section 72(4) and regulation 43(2) of the Companies Act, the Company appointed a Social and Ethics Committee. It was decided that, in addition to its statutory duties, the Committee would discharge the duties of the existing Transformation Committee as delegated by the Board and be known as the Social, Ethics and Transformation Committee. The Committee comprises three independent non-executive directors and one non-executive director.
The functions of the Committee include all statutory duties as stipulated in regulation 43(5) of the Companies Act. In addition, the Committee has the following Board-approved functions.
The Committee must:
- review and approve framework policies and guidelines for the management of transformation issues including but not limited to procurement, employment equity, social development matters and ensuring the progressive implementation of the same throughout the Group;
- review and approve framework policies and guidelines for the management of sustainable development and ensuring the progressive implementation of the same throughout the Group;
- provide a forum for strategic discussion of transformation and sustainable development issues and present key findings to the Board;
- monitor and review the Group’s progress in terms of transformation and compliance with the Mining Charter and Mineral and Petroleum Resources Development Act;
- ensure that there is a disciplines and coordinated approach to all transformation and sustainable development issues within the Group;
- consider material external developments in the field of transformation and sustainable development and, where, appropriate, to have these assesses and provide appropriate strategic guidance;
- review the Company’s performance in the area of human resources development and retention against internal transformation targets and legislative imperatives, and make recommendations to the Remuneration Committee on this;
- monitor and review the Company’s policy, guidelines and operating practices in respect of the requirements of the Mining Charter and sustainable development legislation’
- review indirect empowerment, which includes the level of procurement sourced from graded, broad-based black empowerment enterprises, enterprise development through the provision of financial and /or operational assistance to such enterprises, as well as corporate social responsibility initiatives;
- periodically review and approve for recommendation to the Board, any appropriate policies, including any amendments thereto, which may be formulated concerning the requirements of the Mining Charter;
- make recommendations to the Board on possible participation, cooperation and consultation on transformation, community and social development issues with government and non-governmental organisations and employee organisations;
- commission and consider transformation and sustainable development audits carried out both in terms of legal and Company requirements’
- approve the transformation, sustainable development and social reporting in the Company’s annual financial statements (integrated reporting) and the sustainable development report; and
- request and receive reports of the Company’s performance, and where appropriate from empowerment partners and contractors, covering matters that have a material impact on transformation and social development risks and liabilities facing the Company.
Health, Safety and Environment Committee
Terence Goodlace (Chairman)
The industry in which we operate makes the management of health, safety and the environment (HSE) a key strategic objective and as such the Board is supported by the HSE Committee. Through formal terms of reference, the Board has mandated the HSE Committee to monitor and review the Group’s health, safety and environmental standards.
The responsibilities of the Committee in terms of its terms of reference include:
- reviewing the adequacy and appropriateness of the safety, health, environmental and quality systems, policies, standards, codes of practice and procedures of the Group;
- monitoring HSE performance in accordance with stated goals and objectives, including measurement against South African and international norms and benchmarks;
- monitoring the HSE management function and recommending improvements where considered necessary;
- reviewing the HSE element of the Company’s business plan and approving the HSE section of the Integrated Annual Report;
- having the right to institute investigations into matters where inadequacies have been identified, or as directed by the Board.