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- Board Committees
The Board has a number of standing committees or sub-committees, to which various matters are delegated in accordance with their respective terms of reference. The Board also establishes committees on an ad hoc basis to deal with particular matters as and when thought fit. In doing so, it specifies a remit, quorum and appropriate mix of executive and non-executive participation. Further information on the committees and their terms of reference are outlined below.
Group Audit Committee
Members: Roger Marshall (Chairman); Mike Arnold; Russell Edey; Alan Gillespie; Bongani Nqwababa
The Group Audit Committee's role is to ensure the integrity of the Company's financial reporting and the maintenance of sound internal control systems. It also monitors the services provided by the Group's internal audit function and the Company's external auditors.
- Group Audit Committee - Terms of Reference (pdf 48 KB)
Board Risk Committee
Members: Mike Arnold (Chairman); Philip Broadley; Eva Castillo; Reuel Khoza; Roger Marshall; Lars Otterbeck
The principal purpose of the Board Risk Committee is to review, on behalf of the Board, management's reports and recommendations on risk, and in particular:
- to consider and recommend to the Board the Group's risk appetite;
- to review, on behalf of the Board, the Group's risk profile;
- to satisfy itself on the design and completeness of the Group's internal control and assurance framework relative to the risk profile; and
- to commission, receive and consider reports on key risk issues affecting the Group.
- Board Risk Committee - Terms of Reference (pdf 58 KB)
Remuneration Committee
Members: Russell Edey (Chairman); Eva Castillo; Alan Gillespie; Bongani Nqwababa; Lars Otterbeck
The Committee is responsible for determining the remuneration, incentive arrangements, benefits and any compensation payments of the executive directors. It also determines the remuneration of the Chairman of the Board and monitors and approves the level and structure of the remuneration of senior management who report directly to the Group Chief Executive, together with the Company Secretary. In addition, it reviews, monitors and approves or recommends for approval, share incentive arrangements of the Company.
The committee is chaired by Russell Edey and it meets about four times per year.
- Remuneration Committee - Terms of Reference (pdf 41 KB)
Nomination Committee
Members: Patrick O'Sullivan (Chairman); Mike Arnold; Eva Castillo; Russell Edey; Alan Gillespie; Reuel Khoza;
Roger Marshall; Bongani Nqwababa; Lars Otterbeck; Julian Roberts
The Committee makes recommendations to the Board in relation to the appointment of directors, the structure of the Board and membership of the Board's main standing committees.
It also reviews development and succession plans for the most senior executive management of the Group and proposed appointments to the boards and standing committees of principal subsidiaries when these are material in the context of the Group as a whole.
The Committee is chaired by Patrick O'Sullivan and meets about four times per year.
- Nomination Committee - Terms of Reference (pdf 12 KB)
Approvals Committee
Members: Philip Broadley; Julian Roberts
The Approvals Committee is a committee comprising the executive directors of the Company, to which executive control and decision-making are delegated, subject to reservation of matters that require approval by the Board itself. A quorum comprises two of the executive directors.
