About Implats

Corporate governance

Committees

Board committees

The board has delegated various duties to the appropriate sub-committees, as specified by relevant legislation, to ensure the fulfilment of their duties in the time available. The board remains ultimately responsible for these duties and decisions. Board committees provide feedback to the main board through their chairmen. Each board committee is chaired by an independent non-executive director. The composition of board committees is compliant with the recommendations of King III, with the exception of the risk committee which composition fell below the stated minimum of three members until the appointment of Mr PW Davey on 1 July 2013.

Audit committee

Members of the audit committee were appointed by shareholders at the annual general meeting in October 2012. The committee comprises independent non-executive directors, all of whom are suitably qualified to carry out the duties specified. The terms of reference of the committee were reviewed and approved by the board during the year under review. In summary, the main purposes of the committee are:

 

Where we operate

  • Monitoring the integrity of the integrated annual report and other relevant external financial reports of Implats, and reviewing all significant inputs, judgements and outputs in order to present a balanced and understandable assessment of the position, performance and prospects of Implats, as appropriate reparing a report to be included in the annual financial statements in terms of section 94(7)(f) of the Companies Act
  • Reviewing the annual financial statements, the interim, preliminary or provisional results announcements and financial information which is to be made public
  • 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 function
  • 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 which governs the use of external auditors for non-audit services
  • Receiving and dealing appropriately with any concerns or complaints about the Company’s auditing function or financial reporting, whether from within or outside the Company, in terms of section 94(7)(g) of the Companies Act
  • Assisting with the establishment and reviewing of statements or requirements on ethical standards
  • Ensuring the application of a combined assurance model to provide a coordinated approach to all assurance activities.

The committee has unrestricted access to all Company information, may seek such information from any employee, and may consult external professional advisers in executing its duties. The internal and external auditors have unlimited access to the chairman of the committee and they meet at least once a year, individually, with the board chairman.

The audit committee has, in the past financial year, satisfied its responsibilities in compliance with the new Companies Act as amended, and its terms of reference. Membership of the audit committee and attendance of its meetings during the year was as follows:

Directors   20/07/12   08/08/12   14/11/12   06/02/13   05/04/13   23/05/13  
JM McMahon*  
HC Cameron  
AA Maule  
B Ngonyama  

Remuneration committee

Membership of the committee remained unchanged during the year under review. The composition of the committee is in line with King III recommendations whereby the majority of members are independent non-executive directors and are all suitably qualified to carry out their duties. The chief executive officer and the human resources executive are invited to attend all meetings except when their own remuneration is under consideration.

The committee terms of reference were reviewed during the year under review and were approved by the board.

The main functions of the remuneration committee are:

  • Determining fixed and variable remuneration for executive directors and senior executives
  • Ensuring that 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
  • Reviewing and recommending to the board all aspects of remuneration including the incentive schemes, share options schemes and any other remuneration-related schemes of Group executives
  • 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
  • Making recommendations on the remuneration packages of non-executive directors, the chairman, members of sub-committees and committee chairmen to the board and to shareholders for approval.

The Company’s remuneration policy, as determined by the remuneration committee, was presented to shareholders for endorsement at the last annual general meeting. The policy strives for competitive and fair reward, to recognise and reward individual and team achievement and to contribute to the attraction, retention and motivation of employees, organisational growth and prosperity.

Membership of the remuneration committee and attendance of its meetings during the year was as follows:

Directors   18/07/12 14/11/12 30/01/13 28/05/13
MSV Gantsho  
NBD Orleyn  
TV Mokgatlha  
KDK Mokhele  

Nominations and governance committee

The committee is chaired by the chairman of the board, and the CEO is a permanent invitee. It comprises three members, all of whom are independent non-executive directors. When matters relating to the chairman or his succession are discussed, he is recused from the meeting and the appointed committee member assumes chairmanship. Likewise, when matters concerning other members of the committee are under discussion, they are also recused from the meeting.

During the year under review the board, board chairman, and the identified retiring directors had their performances evaluated. The committee was assisted by PricewaterhouseCoopers as an external service provider, with the assistance of the company secretary. The results of the evaluation were tabled at a board meeting where all areas of concern were acted upon and corrective measures were taken. The annual evaluation of Dr KDK Mokhele formed the basis of his appointment as chairman.

The committee also oversaw the annual board evaluation of the chief executive officer and the Group company secretary.

Finally, an annual evaluation process of the executive directors of the board was initiated during the year under review. The committee considered this process vital, taking cognisance of the decision by the board to exclude executive directors from the annual re-election list, as per the amended memorandum of incorporation. This process will now allow the board to continuously assess the performance of executive directors, despite these directors not standing for re-election.

The committee terms of reference were reviewed and approved by the board during the year under review.

The key functions of the committee are:

  • Ensuring that the board and its sub-committees are so structured and staffed as to enable them to carry out their mandates
  • Responsibility for the performance appraisal of the board, sub-committees and individual directors
  • Proposing the re-election of retiring directors following the achievement of a satisfactory performance review
  • Establishing a formal process for the appointment of directors
  • Developing a formal induction programme for new directors and an ongoing professional board development programme for directors
  • Ensuring that directors receive regular briefings on changes in risks, laws and the environment in which the Company operates.

Membership of the nominations and governance committee and attendance of its meetings was as follows this year:

Directors   13/08/12 12/11/12 30/01/13 28/05/13
KDK Mokhele  
MSV Gantsho  
NDB Orleyn  

Risk committee

A vacancy on the committee existed and, when Mr PW Davey was appointed to the board, he was also appointed as a member of this committee. The formal terms of reference were approved by the board to empower the committee to act within their scope. Through this committee the Company has implemented an effective policy and plan for risk management that will enhance the Company’s ability to achieve its strategic objectives. Transparent and relevant disclosure regarding risk is made timeously to the committee and to the board.

The functions of the committee include:

  • 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 risk tolerance and appetite, and reporting on monitoring so as to ensure 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 likelihood of hard-to-predict risks being anticipated
  • Ensuring that management undertakes continuous risk monitoring and that management considers and implements appropriate risk responses
  • Liaising closely with the audit committee to exchange information relevant to risk and the audit committee chairman is required to be a member of the risk committee
  • Relaying to the board the committee’s views on the effectiveness of the system and process of risk management
  • Reviewing reporting about risk management to be included in the integrated annual report.

The membership and attendance of risk committee meetings was as follows:

Directors   08/08/12 14/11/12 06/02/13 23/05/13
JM McMahon*  
AA Maule  
HC Cameron  

Social, ethics and transformation committee

The committee comprises three independent non-executive directors, and one executive director. In the light of challenges experienced during the past 18 months, the committee this year focused on socio-economic matters that have impacted on the Company. Transformation remained a high priority on the committee agenda.

In summary, the duties of the committee are:

  • Ensuring that the Company remains a good corporate citizen
  • Monitoring the social and economic development of the Company and its employees
  • Reviewing and approving framework policies and guidelines for the management of transformation and sustainable development and ensuring their progressive implementation
  • Reviewing the Group’s progress on transformation and compliance with the Mining Charter and the Mineral and Petroleum Resources Development Act
  • Reviewing empowerment measures including 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; and corporate social responsibility initiatives
  • Receiving reports on the Company’s performance and, where appropriate, the performance of empowerment partners and contractors, covering matters of material impact on transformation and social development risk and responsibilities facing the Company.

The committee’s terms of reference were approved by the board and are subject to, inter alia, the Companies Act, the memorandum of incorporation and the Mining Charter.

The membership of the social, ethics and transformation committee and attendance at its meetings was as follows:

Directors   13/08/12 12/11/12 30/01/13 28/05/13
NDB Orleyn  
KDK Mokhele  
TV Mokgatlha  
HC Cameron  
TP Goodlace  

Health, safety and environment committee

The key strategic objective of the committee is to assist the board with oversight of health, safety and environmental (HSE) issues within the Company.

Through formal terms of reference which were reviewed and approved by the board during the year under review, the board has mandated the committee to monitor and review the Group’s health, safety and environmental performance. The committee is comprised of four members: two independent non-executive directors, one non-executive and one executive director. The responsibilities of the committee as reflected by 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.

The composition of the committee and attendance at its meetings was as follows:

Directors   07/08/12 13/11/12 07/02/13 22/04/13*** 24/05/13
JM McMahon*  
KDK Mokhele  
OM Pooe  
TP Goodlace  
AS Macfarlane **