Governance – embedded in mainstream management processes? Anglo Platinum 2010 ANGLO PLATINUM LIMITED ANNUAL REPORT Financial, social and environmental performance 2010 Annual Report Basic Materials South Africa PLATINUM, A PRECIOUS METAL FOR A PRECIOUS PLANET GOVERNANCE PRINCIPLES OF CORPORATE GOVERNANCE AND STRUCTURES Corporate governance encompasses the concept of sound business practice, which is inextricably linked to the Group’s management systems, structures, policies and culture of governance, and ensures that the Group acts towards all stakeholders in a responsible and transparent manner from an economic, social and environmental perspective. The board re-affirms its commitment to sound governance. It ensures that the Group’s business is conducted in accordance with high standards of corporate governance, using risk management and control in accordance with local and internationally accepted corporate practice. These standards are well embedded in the Group’s system of internal controls, which have been implemented to comply with King II recommendations and are being reviewed in light of King III requirements. Fred Phaswana resigned as chairman of the Board on 31 August 2010 and the Board appointed Cynthia Carroll, chief executive of Anglo American plc as chairman with effect from 1 September 2010. The Anglo Platinum Limited Board unanimously supported the appointment of Cynthia Carroll as chairman, following her nomination by the Board of Anglo American plc. Anglo American is the majority shareholder of Anglo Platinum Limited and the appointment of Cynthia Carroll as chairman continues the approach of drawing the Anglo Platinum Limited chairman from the Anglo American Board, of which Fred Phaswana also was a member for almost seven years. The Board also appointed Valli Moosa as deputy chairman and lead independent non-executive director and chairman of the Governance Committee with effect from 1 September 2010. Valli Moosa replaces Tom Wixley who served in that role for nine years and who continues in his role as an independent non-executive director and chairman of the Remuneration Committee. After careful consideration, including full consideration of the interests of minority shareholders, the Board decided to elect Mrs Carroll to the chairmanship. Mrs Carroll meets the person specification and possesses the qualities necessary to fulfil the role of chairman. In deciding to appoint Mrs Carroll, the Board was cognisant of the preference stated by King III for the chairman to be independent on appointment. However, the Board has also noted that the Code contemplates the appointment of a non-independent chairman, requiring that, in those circumstances, a lead independent non-executive director should be nominated. In the case of Anglo Platinum Limited, the Board believes that the existence of an independent deputy chairman, supported by five other independent non-executive directors, provides a robust Board structure to ensure good governance. The Board has adopted a Statement of Division of Responsibilities among the chairman, the lead independent non-executive director and the chief executive officer, which clearly sets out the responsibilities of each role. The Board has a Charter setting out its mission, role, duties and responsibilities, and, in particular, the following: • Directors’ fiduciary responsibilities. • Leadership of the Board. • Induction of new directors. BOARD STRUCTURES The Board meets at least quarterly and is responsible to shareholders for setting direction through strategic objectives and key policies, and monitoring implementation through structured reporting systems. The Company has a unitary Board structure, comprising two executive directors and 10 non-executive directors (six of whom are independent non-executives), as defined by King III. The directors are drawn from diverse backgrounds and bring a wide range of experience, insight and professional skills to the Board to ensure effective leadership of Anglo Platinum Limited. Generally directors have no fixed term of appointment but retire by rotation every three years and, if available, are considered for re-appointment at the annual general meeting. Directors appointed to the Board during the year retire at the next annual general meeting of the Company, enabling shareholders the opportunity to confirm their appointment. The Nomination Committee considers executive succession planning and makes appropriate recommendations to the Board. It evaluates skills, knowledge and experience required to implement Group strategy. With regard to Tom Wixley, who has served as an independent director for more than nine years, the Board is satisfied that there are no relationships or circumstances likely to affect, or which appear to affect, his judgement as director, and his independence is not affected or impaired by his length of service. Good Governance At Anglo Platinum Limited, good corporate governance provides the framework for the sound commercial decision-making that is integral to sustained corporate performance and that optimises stakeholder value and, ultimately, shareholder protection. Mulalo Tshilowa, an environmental assistant, measures a return water level on Paardekraal tailings dam. ANGLO PLATINUM LIMITED 2010 162 ANGLO PLATINUM LIMITED 2010 163 pp 162-163 It is clear from the offset of the Anglo Platinum governance section that they take a stakeholder-wide perspective and take into consideration economic, social and environmental factors in their decision making. Good governance is defined as the framework for sound commercial decision making, integral to sustainable corporate performance. 50 Integrated thinking in reporting
