Each subcommittee acts within agreed, written terms of reference. The chair of each subcommittee reports at each regular meeting of the board and minutes of subcommittee meetings are provided to the board.

The chair of each subcommittee is a non-executive director and is required to attend annual general meetings to answer questions raised by shareholders. The established board subcommittees are detailed below.

Executive committee

All matters put to the committee were dealt with on a round-robin basis.

Audit and risk management committee

The committee held three meetings during the past financial year. Details of attendance of the members of this subcommittee are provided here. The managing director and the financial director attend the audit and risk management committee meetings by invitation.

Both the internal and the external auditors have unrestricted access to the committee. The external auditors may also report their findings to the committee with members of executive management not in attendance.

The scope of this committee includes risk management, as well as compliance with the Listings Requirements of the JSE and the LSE. Among others, the main responsibilities of the audit and risk management committee are to:

• address all matters required to be dealt with by an audit committee in terms of the South African Corporate Laws Amendment Act, 2006 (which was promulgated on 14 December 2007)
• review and recommend to the board for approval the company’s annual reports, interim and provisional reports
• receive the external auditor’s reports
• review and make recommendations to the board on the viability of the companies concerned and the group itself on a going-concern basis
• review material litigation cases
• evaluate and approve the external auditor’s plans, findings and reports
• evaluate the effectiveness of the internal auditing function, including its activities, scope, adequacy and costs, and approve the annual internal audit plan and any material changes to this plan
• evaluate procedures and systems introduced by management (including, without limitation, internal controls, disclosure controls and procedures and information systems)
• review and approve the activities, scope, adequacy and effectiveness of the company’s risk management and regulatory associated procedures
• evaluate legal matters that may affect the financial statement
• establish procedures for the treatment of complaints received by the company regarding accounting, internal control or auditing matters
• review alleged incidents reported through the whistle-blower facility
• determine the principles for using the external auditor for non-audit services, and
• evaluate the effectiveness of the committee.

Human resources committee

Among others, the main responsibilities of the human resources committee are to:

• determine the company’s general policy on remuneration
• annually review and approve remuneration packages of executive directors, including incentive schemes and increases
• annually appraise the performance of the managing director/chief executive officer
• regularly review the company’s code of business ethics and the effectiveness of the business ethics management programme
• annually review the general level of remuneration for directors of the board, as well as its committees, and
• recommend proposals to the board for final approval by shareholders in the annual general meetin
• fulfil delegated responsibilities in respect of the group’s share-based incentive schemes
• approve appointments and promotions of top executives
• evaluate cases of unethical business behaviour, if any, by senior managers and executives of the company, and
• review employment equity and skills development plans.

Nomination committee

• annually review the effectiveness of corporate governance guidelines and charter of the board
• make recommendations to the board on the structure, size and composition of the board
• evaluate the performance of the board, its subcommittees, directors and the chair
• make recommendations to the board on the appointment of new directors, and
• determine directors’ criteria such as the limitation on the number of boards on which a director may serve and terms of office.

Discharge of responsibilities