This committee under formal terms of reference. The terms of reference are confirmed by the board and reviewed every year.
The objectives of the committee are:
- To assist the Board in discharging its duties relating to safeguarding of assets, the operation of adequate systems, control and reporting processes and the preparation of accurate reporting and financial statements in compliance with the applicable legal requirements and accounting standards.
- To reinforce both the internal control systems.
- To ensure the risk areas of the company’s operations are covered in the scope of external audits.
- To review the results of the external audits.
- To ensure that the board of directors makes informed decisions and is aware of the implications of such decisions regarding accounting policies, practices and disclosures.
- To review the company’s compliance with legal and regulatory provisions, its articles of association and any rules established by the board.
- To consider, on an annual basis, and satisfy itself, of the appropriateness of the expertise and experience of the financial director.
The main purpose of the Remuneration Committee is to assist the Board in fulfilling their responsibilities in establishing formal and transparent remuneration policies which are aligned with the company strategies and linked to its performance in the short and long term.
The Committee’s terms of reference have been approved by the Board.
Membership consists of three non executive directors of whom two, including the Chairman of the Committee, are independent.
Executive Directors service contracts
The Executive Directors service contracts do not contain notice periods exceeding twelve months.
Remuneration Policy for Non Executive Directors
Non Executive Directors receive fees for services on Board and Board Committees. These fees recognise the responsibilities of Non Executive Directors throughout the year and the total fee is inclusive of a base fee and a committee attendance fee.
Non Executive Directors do not receive short term incentives and do not participate in any long term share incentive scheme.
The fees for Non Executive Directors are approved by the shareholders in a general meeting.
Social and Ethics Committee
This committee was established in April 2012 in terms of Section 72 (4) of the Companies Act, 2008 and regulation 43 (2) with the main function of monitoring the company's activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to:
- Social and economic development
- Good corporate citizenship
- The environment, health and public safety
- Consumer relationships
- Labour and employment
The committee’s terms of reference is in process of being formalised for presentation to the Board for their approval.
A company’s social and ethics committee must comprise not less than three directors or prescribed officers of the company, at least one of whom must be a director who is not involved in the day-to-day management of the company’s business, and must not have been so involved within the previous three financial years.