Corporate governance

The board of directors is accountable to shareholders for the performance of the company. Its role includes:

• the establishment, review and monitoring of strategic objectives.
• approval of major acquisitions, disposals and capital expenditure.
• oversight of the group’s systems of internal control, governance and risk management.

While all directors have equal responsibility for managing the company’s affairs, it is the role of the chief executive and executive committee to run the business of the company within parameters laid down by the board and to produce clear, accurate and timely reports to enable the board to make informed decisions.

The board has, through its charter and the Kumba delegated authority framework, set aside matters which it cannot delegate.

The following matters are reserved for the board:

• reviewing the strategic direction of the company and adopting business plans proposed to achieve the company’s objectives.
• approving specific financial objectives, including budgets, and non-financial objectives and policies proposed by management.
• overseeing the company’s performance against agreed targets and objectives.
• reviewing the process for management of business risk.
• reviewing processes for ensuring compliance by the company with its key legal obligations.
• delegating appropriate authority to the chief executive officer for capital expenditure and reviewing investment, capital and funding proposals reserved for board approval in terms of the delegation policy set out in its charter.
• appointing the chief executive officer and executive and non-executive directors on recommendation from the human resources, remuneration and nominations committee.
• approving succession planning for key positions within the company.
• providing leadership and vision in a way that will enhance value and ensure the long-term organisational health of the company.