Corporate governance

Subject to those matters reserved for its decision, the board delegates certain responsibilities to a number of standing committees: audit and risk; Remco; and safety and sustainable development. The terms of reference for each committee are published on the company’s website.

Human resources, remuneration and nominations committee

Remco is responsible for making recommendations to the board on the appointment, remuneration policies and practices for the chief executive, executive committee members and senior management.

The committee makes recommendations to the board on the composition of the board and board committees and ensures that the board comprises suitably qualified individuals. It consults other directors in its evaluation of the chairman of the board, the chief executive and individual directors.

Remco normally meets four times each year and presently comprises Peter Matlare (chairman), Allen Morgan, Philip Baum and Lazarus Zim.

Safety and sustainable development committee (S&SD)

The S&SD committee is responsible for developing policies and guidelines to manage sustainable development, safety, health and environmental matters. The sustainable development report on page 60 provides greater detail on the key sustainable development thrusts of the company and its performance.

The committee normally meets four times each year, including a visit to an operation. Mine managers are invited to attend committee meetings. The committee presently comprises: Dolly Mokgatle (chairperson), Allen Morgan and Peter Matlare.

Audit and risk committee

The primary role of the committee is to ensure the integrity of financial reporting and the audit process, and that a sound risk management process and effective systems of internal control are maintained. In pursuing these objectives, the committee oversees relations with external auditors and reviews the effectiveness of the internal audit function, including its annual plan. The committee also monitors developments in corporate governance to ensure the company continues to apply high and appropriate standards.

In fulfilling its responsibility of monitoring the integrity of financial reports to shareholders, the committee has reviewed accounting principles, policies and practices adopted in the preparation of public financial information and has examined documentation relating to the annual report, annual review, interim report, preliminary announcements and related public reports.

The committee is reviewing its terms of reference to ensure that it complies with the requirements of the Corporate Laws Amendment Act. The committee will present its audit committee report as required by the act in the 2008 annual report.

The audit committee presently comprises: Dolly Mokgatle (acting chairman) and Nkosana Moyo who are independent non-executive directors. Remco is reviewing the composition of this committee and will make recommendations to the board.

Executive committee

The executive committee is not a standing committee of the board. It is responsible for implementing the strategies and policies determined by the board, managing the business and affairs of the company, prioritising the allocation of capital, technical and human resources and establishing best management practices. The executive committee is also responsible for senior management appointments and monitoring their performance and acts as the company’s risk committee for the purpose of reviewing and monitoring Kumba’s systems of internal control.