The directors are committed to conducting the business of the Group with integrity and fairness and in accordance with good governance practice and the Code of Corporate Practices and Conduct, as set out in the King II Report. Accordingly, the directors have established mechanisms and policies which are appropriate to the business and risks of the Group and that will ensure the continuous reassessment of the quality of the Group’s corporate governance practices.
The directors will review the King III Report, which was issued on 1 September 2009, and will implement the appropriate recommendations included therein.
The Board currently comprises four executive directors and six non-executive directors. The Company regards all of its non-executive directors as independent non-executive directors within the meaning of the word ‘independent’ as defined in the King II Report. The Board of Directors is chaired by an independent non-executive chairman. The King Report recommends that the chairman of the Board is not a professional adviser to the Company or the Group other than in his/her capacity as a director. Piet Nel provides the Company and the Group with geological consulting services. The Board considers the amounts paid for Mr Nel’s consulting to be immaterial and are not seen as impairing his independence. The amounts paid to him for consulting are disclosed in the schedule of directors’ emoluments. The composition of the Board ensures the necessary professional skills and experience required to objectively judge matters relating to the strategic and business direction of the Group.
Petmin adopted a policy detailing the procedure for appointments to the Board. All appointments are formal and transparent and require Board approval.
All directors are subject to retirement by rotation and re-election at the annual general meeting of the members.
There is a clear division of responsibilities at Board level that ensures a balance of power and authority. No one individual has unfettered powers of decision-making.
The Board is responsible for the proper management and ultimate control of the Group. In order to meet this responsibility to members and other stakeholders, the Board is responsible for setting the strategic objectives of the Group, determining investment and performance criteria, and taking ultimate responsibility for the proper management and ethical behaviour of the businesses of the Group.
The Board meets on a formal basis at least quarterly, with additional meetings convened when circumstances make this necessary. The Group’s overall daily operations are managed and overseen by the executive directors.
The Board's responsibility is to:
In order to facilitate the discharge of the duties and functions by directors, the Group will assist directors by arranging:
The Board's independence is maintained by:
The Board has a strong contingent of non-executive directors who bring their diverse experience, insight and independent judgement to bear on issues of strategy, performance, resources and standards of conduct. Non-executive directors have no service contracts with the Company and are appointed for specific terms. Recommendation to members for re-appointment is not automatic, but considered individually, based on that person’s contribution. The King II Report recommends that the majority of non-executive directors be independent. All of the non-executive directors of the Company are considered independent as defined in the King II Report.
As they are involved with the day-to-day business activities of the Group, the four executive directors are responsible for ensuring that the Board’s strategies are followed and its decisions implemented.
The Board has delegated certain of its functions to subcommittees. The following committees have been established: Audit Committee, Remuneration Committee and Transformation Committee. All the committees act within defined terms of references and meet at least twice per year (see the Annual Report 2009 (PDF - 1.5MB).
Led by the Board, the Group subscribes to certain values and ethical practices and these apply throughout the organisation. These values and ethical practices are sustained by the directors’ belief in free and fair dealings in good faith and with respect for the law and regulations.
The Board places strong emphasis on achieving the highest level of financial management, accounting and reporting to shareholders. The Board is committed to compliance with International Financial Reporting Standards (IFRS) and its interpretations adopted by the International Accounting Standards Board (IASB), and the requirements of the South African Companies Act. It is the directors' responsibility to prepare financial statements that fairly present:
The external auditors observe the highest level of business and professional ethics and their independence is not impaired in any way. The external auditors were given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders and the Board. The directors believe that all representations made to the independent auditors during their audit are valid and appropriate.
The external auditors provide an independent assessment of systems of internal financial control to the extent necessary for the audit, and express an independent opinion on whether the financial statements are fairly presented. The external audit function offers an opinion that the annual financial statements fairly present in all material respects the financial position of the Group at 30 June 2009. The audit provides reasonable, but not absolute, assurance as to the accuracy of financial disclosures.
The Board set principles that were considered and accepted by the shareholders for using the external auditors for non-audit services.
The Company is committed to a policy of timeous and effective communication with shareholders and other stakeholders through shareholders’ meetings, the annual financial report and interim financial report. Matters of both financial and non-financial nature are communicated to shareholders in a timeous and transparent fashion.
All dealings by directors are regulated and monitored as required by the listing requirements of the Johannesburg Securities Exchange Limited (JSE) and the London Stock Exchange’s Alternative Investment Market (AIM). Details of directors’ shareholdings are provided in the directors’ report in the audited annual financial statements.
© 2009 Petmin Limited
The directors are committed to conducting the business of the Group with integrity and fairness
