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Board Committees
Sub-committees appointed by the board include the
audit committee, risk committee, social and ethics com-
mittee and the remuneration committee. These com-
mittees all meet independently but report directly to
the board and decisions taken by such committees all
require approval of the board prior to implementation.
Four audit committee, one risk committee, zero social
and ethics committee and three remuneration commit-
tee meetings were held during the financial period
ended 30 September 2011.The committees all operate
in terms of approved charters, which define their roles.
The committees are in the process of re-aligning their
charters to take cognisance of King III. Details of the
sub-committees including responsibilities and mem-
bers are described below.
Audit committee
The audit committee consisted of B Topham – inde-
pendent non-executive director and committee chair-
man, K Rayner - independent non-executive director,
R Connellan - independent non-executive director.
The company is in the process of appointing an addi-
tional non-executive and independent director in com-
pliance with King III. The chief executive officer, the
financial director and the external auditors attend meet-
ings of the committee as invitees when required.
The committee acts in accordance with written terms
of reference as confirmed by the board, which terms set
out its authority and duties. The primary mandate of the
committee is to ensure the independence of the external
Seven board meetings and four audit committee meetings were held during the 15 month period ended
30 September 2011. The remuneration committee met three times during the year.
Attendance at meetings
Board
(7 meetings)
% attendance
Audit
(4 meeting)
% attendance
Remuneration
(3 meetings)
% attendance
RJ Connellan * ^
o
6
86%
3
75%
3
100%
KA Rayner * ^
o
6
86%
3
75%
3
100%
B Topham * ^
o
6
86%
3
75%
3
100%
D van der Merwe
o
7
100%
3
75%
3
100%
TP Gregory
o
7
100%
3
75%
3
100%
HD Minnie
x
1
14%
1
25%
0
0%
NJ Ackerman
x
1
14%
1
25%
0
0%
LF Rehrl
x
1
14%
0
0%
0
0%
SD Serex * ^
x
0
0%
1
25%
0
0%
S Tshiki * ^
x
0
0%
1
25%
0
0%
* - non-executive
^ - independent
o - directors who attended all committee meetings as members or by invitation since appointment
x - resigned during the period