Safety & Sustainable Development

Governance

Governance

Corporate governance embodies the principles, strategic imperatives and practices that govern and control any organisation. Anglo American Platinum Limited's (Amplats) management is committed to achieving the Company’s business objectives, tempered by overarching values and fostered by a culture of caring and respect. Management remains fully cognisant of, and accommodates, the interests of both internal and external stakeholders in conducting its business. At Amplats, good corporate governance provides the foundation and framework for sound commercial decision-making that is integral to successful, sustained corporate performance, and that optimises stakeholder value and ultimately shareholder protection

Amplats ensures that good corporate governance is considering all shareholders and stakeholders, and by insisting on compliance and enforcement to underpin shareholder protection, profitability and the sustainability of the business.

ETHICS AND OUR BUSINESS PRINCIPLES

Ethics are shown and practised at Amplats by promoting leadership and inculcating a culture of integrity and work ethic; by the observance of directors’ fiduciary duties and responsibilities; by avoiding conflicts of interest and acting in the best interests of the organisation; by encouraging whistle-blowing; and by promoting the values and principles set out in our codes of conduct. Our business principals include social, environmental and other aspects.

SYSTEMS, COMPLIANCE AND ENFORCEMENT

Compliance with, and enforcement of, the Companies Act, JSE Listings Requirements and other legislation governing the mining industry ensures:

communication and disclosure;
financial and economic performance;
effective leadership;
respect for shareholder rights;
the meeting of stakeholder obligations; and
our embrace of the challenges of the business environment in which we operate.

Enforcement is the key challenge for the organisation. It is overseen by the company secretary and is achieved through practices and procedures that ensure:

document and information management and retention;
the electronic storage of information from a risk perspective;
policies and procedures;
remaining cognisant of statutory updates and implications for the organisation;
best practice;
innovation;
rethinking ways of optimising entrenched procedures; and
the ability to build sound governance, which in turn produces benefits for shareholders.

GOVERNANCE POLICIES

A number of governance policies are enforced within Amplats and its subsidiary companies. These comprise, but are not confined to, the declaration of business interests, the declaration of gifts, gratuities and hospitality, anti-insider trading, confidentiality, anti-competitive behaviour, authority limits and a raft of general operational policies and procedures.

AUTHORITY POLICY MANUAL

Amplats has a detailed authority policy manual in place, which is updated on a regular basis. Its objectives are to delegate transactional and contractual authority from the Board to Amplats staff and officials at various levels. This provides effective and practical directives and guidelines for minimising or eliminating the Company’s possible exposure to risk emanating from the unauthorised actions of its officials. It also ensures that Amplats staff and officials fully understand demarcated authorisation limits, and strictly adhere to them.

BOARD STRUCTURES

Amplats’s Board of directors is ultimately responsible for, among other things, the Company’s sustainable development performance and strategy. The Board meets at least quarterly or more often, if necessary, 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. Fred Phaswana has indicated his intention to resign as chairman of the Board, and the Nomination Committee is considering a suitable replacement.

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.
Evaluation of directors.
Relationship between staff and external advisers.
Unrestricted access to Company records.
Board meetings and procedures.
Executive succession planning.

The Board has affirmed its commitment to the principles of sound governance. It ensures that the Group’s business is conducted in line with high standards of corporate governance, within the predetermined parameters of risk management and control, and in accordance with local and internationally accepted corporate practice. This, in turn, ensures conformance and compliance without impeding business performance

The Board and management actively and continually review and enhance the systems of control and governance to ensure that the Group’s business is managed ethically and within prudent risk parameters, in line with internationally accepted standards of best practice. A subcommittee of the Board is convened from time to time, to identify and deliberate on changes to the legislative and statutory environment, new business policies and matters of compliance. This ensures that the Board is kept apprised of new developments, and monitors and supports governance and sound business practice in the organisation.

Currently, the Board upholds the principles embodied in the King II Report and the related Listings Requirements of the JSE Limited. The terms of reference of the Board and Board committees, roles and responsibilities of the directors, as well as the Company’s code of ethics for directors and employees, are detailed and updated as necessary. This, together with established policies on matters such as safety, health and environment, social investment, broad-based black economic empowerment and employment equity, provide a sound framework for sustainable corporate governance within Amplats.

The King Code of Governance for South Africa 2009 (King III) and its Code of Governance Principles was launched on 1 September 2009 and will come into effect and replace King II on 1 March 2010. The new 2008 Companies Act, which is not yet in effect, also contains governance requirements. King III has adopted an ‘apply or explain’ approach. Amplats is in the process of reviewing its corporate governance practices with a view to complying with the requirements of the 2008 Companies Act and the King III recommendations.

There were changes to the composition of the Board of directors during the course of the year. Bongani Nqwababa was appointed executive finance director of the Board on 1 January 2009. Kuseni Dlamini resigned on 31 August 2009, and Russell King resigned on 28 October 2009, both as non-executive directors. Wendy Lucas-Bull was appointed as independent non-executive director on 5 March 2009. David Weston was appointed as a non-executive director on 24 July 2009 and resigned subsequent to the year end on 27 January 2010. Brian Beamish was appointed non-executive director on 5 February 2010.

COMMITTEES OF THE BOARD

The Board has established a number of standing committees, which are ultimately accountable to it. These committees are a vital assembly of skills that seeks to concentrate on achieving set objectives and is designed to delegate Board functionality, assist and monitor the executives and ensure that dedicated functions are executed in the best interests of the Company and its stakeholders. The role and representation of these subcommittees are listed in the table below.

Except for the chairman, who receives a single inclusive fee, the Board and Board subcommittee members and chairpersons are paid a flat fee per annum, as recommended by the Executive Committee, noted by the Remuneration Committee and approved by the Board of directors and shareholders. This fee encompasses the responsibility of ensuring that each subcommittee, including the Safety & Sustainable Development Committee (S&SD), attains its core objectives in line with each committee’s charter. Safety, health and sustainable development remain a key focus and core imperative of Board members.

Company executives are evaluated – and remunerated and rewarded – based on targets, key performance indicators and corporate objective weightings that include safety and sustainable development criteria. See the Integrated Annual Report for the detailed remuneration report.

Evaluation of the performance of all Board members and members of subcommittees is formally conducted annually by an independent third party, who confers with and assesses the Board of directors and subcommittees based on a self-evaluation process, and specific questions and criteria. Each director is encouraged to focus on his or her personal perception of the Board as a whole. (The process does not seek to evaluate individuals or their personalities.) Directors are also required to comment on the roles of the chairman and the company secretary. A comprehensive report and feedback are delivered to the Board once the results of the interviews and assessments have been finalised. Feedback includes the assessor’s thoughts on changes or developments that might assist the Board in becoming more effective and more efficient, with particular reference to future objective-setting, strategic thinking and prudent control. Board effectiveness assessments were conducted in 2009 by Thina Siwendu, a specialist in governance, corporate leadership, director development and strategic thinking.

GOVERNANCE AND OUR JOINT-VENTURE PARTNERS

Amplats ensures that good corporate governance is upheld by placing equal importance on all shareholders and stakeholders, and by insisting on legal compliance and enforcement to underpin shareholder protection, profitability and the sustainability of the business.

Non-managed joint ventures are governed by monthly steering and management committee meetings and quarterly joint-venture Executive Committee meetings at which Amplats has representation. The agreements make provision for the management committees to constitute subcommittees to monitor areas such as employment equity, resource management, planning, production, safety, health, environment, audit, social upliftment and remuneration.

Corporate governance embodies the principles, strategic imperatives and practices that govern and control any organisation. Amplats management is committed to achieving the Company’s business objectives and the Company relies on these joint-venture management committees to fulfil and exercise its responsibility relating to the non-managed joint ventures. We do not specifically require our joint-venture partners to be OHSAS 18001 or ISO 14001 certified. We do, however, require them to be legally compliant with respective legislation.

GOVERNANCE OF SUSTAINABLE DEVELOPMENT IN PROJECTS

Environmental impact assessments (EIA) are compiled for all new projects in terms of South African legal requirements. Depending on the applicable legislation, either an EIA under the National Environmental Management Act, or an environmental management programme (EMP) report under the Minerals and Petroleum Resources Development Act, is compiled. Regardless of the authorising authority, the Group uses the same criteria for the compilation of both types of impact assessments. During the pre-feasibility phase of projects, a scoping report is compiled after extensive stakeholder consultation. The scoping report defines the issues that should be investigated during the impact assessment stage. The impact assessment and proposed mitigation stages are completed during the feasibility phase of the project. The impact assessment contains specialist reports on all the potential impacts that the project may have, including socio-economic impacts. Consultation with stakeholders continues during the impact assessment and approval phases. Feedback is given to stakeholders after final regulatory approval of the documents. Apart from this external approval, all impact assessments are also peer-reviewed by Anglo American’s technical department against its own criteria, which are based on international good practice and go beyond compliance. The criteria used fully embraces the concept of sustainable development.

Management control	Participation interest	Committee	Members
BRPM Joint Venture
50:50 joint venture until 7 December 2009 Amplats-managed	Royal Bafokeng Resources (Pty) Ltd (RBR) (a wholly owned subsidiary of the Royal Bafokeng Nation) 50% Rustenburg Platinum Mines 50% From 7 December 2009, RBR 67% and RPM 33%	Management committee frequency: Quarterly Chairmanship to rotate annually	RBR Mzila Mthenjane (chairman 2009), Martin Prinsloo, Andrew Jackson, Nico Muller	RPM Mike Rogers, Gary Humphries, Jacques Engelbrecht Alternate: Chris Rule
Aquarius Platinum
Pooling-and-sharing agreement Aquarius-managed	Aquarius Platinum (South Africa) 50% Rustenburg Platinum Mine 50%	Pooling-and-sharing agreement Management committee frequency: quarterly Chairmanship to rotate annually	Kroondal PSA Aquarius Platinum Hugo Höll, Anton Lubbe, Helene Nolte, Abraham van Ghent Marikana PSA Aquarius Platinum Hugo Höll, Anton Lubbe, Helene Nolte, Wessel Phumo	Rustenburg Platinum Mike Rogers (chairman), Jacques Engelbrecht, Richard Pilkington Alternates: Rocco Adendorff, Chris Rule Rustenburg Platinum Mike Rogers (Chairman), Jacques Engelbrecht, Richard Pilkington Alternates: Rocco Adendorff, Chris Ruleb
Union Mine Joint Venture with Bakgatla-Ba-Kgafela tribe
Joint-venture agreement Amplats-managed	Bakgatla-Ba-Kgafela tribe 15% Rustenburg Platinum Mine 85%	Executive Committee frequency: quarterly	Bakgatla Clement Dube, Otukile Motshaedi, Wycliffe Mothuloe, Carol Rapoo	Amplats Mike Rogers (chairman), Jacques Engelbrecht, Mary-Jane Morifi, Pieter Louw Alternate: Mpho Mokgatlhe
Pandora Joint Venture with Lonmin Platinum, Mvelaphanda Resources and Bapo-Ba-Mogale
Joint-venture agreement Lonmin-managed	Eastern Platinum Limited 42.5% (EPL) Rustenburg Platinum Mine 42.5% Bapo Ba Mogale Mining Company 7.5% Mvelaphanda Resources 7.5%	Executive Committee frequency: quarterly Chairmanship rotates annually, in October	Lonmin Platinum Chris Shepard, Tshediso Mohase Alternate: Mark Munroe, Charl Klopper Bapo Ba Mogale Mpho Maimane Alternate: Hugh Eiser Mvelaphanda Bernard van Rooyen Alternate: René Rautenbach	Amplats Mike Rogers (chairman), Jacques Engelbrecht
		Technical committee frequency: monthly Chairmanship rotates annually, in October	Lonmin Platinum Tshediso Mohase (chairman), Charl Klopper, James Klopper Bapo-Ba-Mogale Jonathan Buckley	Amplats Rocco Adendorff, Mpho Mokgatlhe, Chris Killian
		Finance committee frequency: monthly Chairmanship rotates annually, in October	Lonmin Platinum Tshediso Mohase Charl Klopper Bapo Ba Mogale Mpho Maimane Alternate: Hugh Eiser Mvelaphanda Bernard van Rooyen	Amplats Jacques Engelbrecht (chairman), Mpho Mokgatlhe
Modikwa Platinum Joint Venture
50:50 joint venture Independently managed	ARM Mining Consortium (ARM Platinum 41.5% and seven communities 8.5%) 50% Rustenburg Platinum Mines 50%	Executive Committee frequency: quarterly Chairmanship: ARM	ARM Patrice Motsepe (chairman), Mike Arnold, Steve Mashalane, Stompie Shiels, André Wilkens By invitation: Sean O’Connor, Eric Cilliers	Amplats Mike Rogers, July Ndlovu, Mary-Jane Morifi, Jacques Engelbrecht
		Steering committee frequency: monthly	ARM Mike Schmidt, Mark Brasler, Rochelle de Villiers	Amplats Mike Rogers (chairman), Etienne Espag, Jacques Engelbrecht
		Safety & Sustainable Development Committee frequency: quarterly	ARM Nerine Botes-Schoeman (chairman), Stompie Shiels, Mike Schmidt By invitation: Sean O’Connor, Alan Peers	Amplats Mike Rogers, Lettie la Grange
		Remuneration Committee frequency: quarterly	ARM Steve Mashalane, Mike Schmidt	Amplats Mike Rogers, Abe Thebyane
		Audit Committee frequency: quarterly	ARM Mike Arnold, Rochelle de Villiers	Amplats John Martin (chairman), Jacques Engelbrecht, Mpho Mokgatlhe
Mototolo Joint Venture
50:50 joint venture Mining operations: Xstrata-managed Concentrator perations: RPM-managed	XK Xstrata partnership (Kagiso Platinum Venture (Pty) Ltd 13% and Xstrata South Africa 37%) 50% Rustenburg Platinum Mines 50%	Executive Committee frequency: quarterly Chairmanship to rotate annually	Xstrata Ben Moolman, Mark Moffett, Rakesh Harribhai Kagiso Johnson Njeke, Peter Ford	Amplats Mike Rogers (chairman), Marie Humphries, Jacques Engelbrecht, Mary-Jane Morifi
		Steering committee Frequency: monthly Chairmanship: Xstrata and Anglo to chair alternate meetings	Xstrata Deon Kruger, Ben Moolman, Johan van Tonder, Brian Smith By invitation: Kagiso Peter Ford	Amplats Mike Rogers (chairman), Jaco Prinsloo, Jacques Engelbrecht
Bokoni Platinum Holdings
Joint-venture agreement Anooraq-managed and controlled	Bokoni Platinum Holdings (Pty) Ltd (previously Richtrau No 179) and its subsidiaries, Bokoni Platinum Mine (previously Lebowa Platinum Mine Ltd), Boikgantsho, Ga-Phasha and Kwanda. Anooraq Resources 51% Rustenburg Platinum Mines 49%	Board frequency: quarterly Chairmanship to rotate annually	Anooraq Resources Phillip Kotze (chairman), Harold Motaung, Bava Reddy, Kogi Naicker	Amplats Mike Rogers, Jacques Engelbrecht, Mary-Jane Morifi
		Steering committee frequency: monthly Chairmanship to rotate annually	Anooraq Resources Phillip Kotze (chairman), Bava Reddy, Harold Motaung, Joel Kelser, De Wet Schutte	Amplats Mike Rogers, Jacques Engelbrecht
		Audit Committee frequency: quarterly Chairman: Independent	Anooraq Resources To be advised Chairman to be appointed	Amplats Barrie van der Merwe
		Refinance committee frequency: quarterly Chairman	Anooraq Resources Joel Kesler (chairman), Dewit Schutte	Amplats Frikkie Kotzee, Jacques Engelbrecht

DIRECTORS’ ATTENDANCE AT BOARD AND COMMITTEE MEETINGS IN 2009

	Board	Audit Committee	Corporate Governance Committee	Nomination Committee	Remuneration Committee	S&SD Committee	Transformation Committee
Number of meetings held during the year	5	4	4	3	5	4	2
Fred Phaswana (Chairman)	5		4	3	5		2
Tom Wixley (Deputy Chairman)	5	4	4	3	5		2
Neville Nicolau (Chief Executive Officer)	5	3*			5*	4	2*
Cynthia Carroll	4			1
Kuseni Dlamini¹	2/4	4	3/3				1/2
Richard Dunne	5		4	3	5
Bongani Khumalo	5		3			1	1
Russell King²	3/4				2/4		1/1
Wendy Lucas-Bull³	2/4		3/3
René Médori	4
Valli Moosa	5		4
Bongani Nqwababa⁴	5	4*
Sonja Sebotsa	3	4	4
David Weston^{5, 6}	2/2

* By invitation.

THE BOARD

The Board is responsible to shareholders for setting economic, social and environmental direction through strategic objectives and key policies, and monitors implementation through structured reporting systems. From 1 January 2009 to the date of this report on 5 February 2010, the Board was comprised of:

Fred Phaswana (Chairman)†	Wendy Lucas-Bull °³
Tom Wixley (Deputy Chairman)°	René Médori†
Neville Nicolau (Chief Executive Officer)*	Valli Moosa°
Cynthia Carroll†	Bongani Nqwababa*⁴
Kuseni Dlamini†¹	Sonja Sebotsa°
Richard Dunne°	David Weston†^{5, 6}
Bongani Khumalo°	Brian Beamish⁷
Russell King†²

* Executive.	3. Appointed 5 March 2009.
† Non-executive.	4. Appointed 1 January 2009.
° Independent non-executive.	5. Appointed 24 July 2009.
1. Resigned 31 August 2009.	6. Resigned 27 January 2010.
2. Resigned 28 October 2009.	7. Appointed 5 February 2010.

BOARD SUBCOMMITTEES

	Role	Members
Executive Committee	Recommends policies and strategies; monitors implementation; deals with all executive management business; responsible for all strategic matters not expressly reserved for the Board.	Neville Nicolau*, Pieter Louw, Ben Magara³, Mary-Jane Morifi, July Ndlovu, Fritz Neethling⁸, Bongani Nqwababa¹, Mike Rogers, Abe Thebyane, Sandy Wood, Jenny Meyer⁶, Doug Alison⁷
Operations Committee	Responsible for all operational matters; coordinates, manages and monitors resources to achieve the Group’s aim.	Neville Nicolau*, Frikkie Kotzee, Pieter Louw, Ben Magara³, Mary-Jane Morifi, July Ndlovu, Fritz Neethling⁸, Bongani Nqwababa1, Dean Pelser, Mike Rogers, Derek Steyn, Abe Thebyane, Barrie van der Merwe, Sandy Wood, Clive Govender, Simon Kruger, Lettie la Grange, Jenny Meyer⁶, Archie Myezwa, Anna Poulter, Gordon Smith, Doug Alison⁷
Audit Committee	Monitors adequacy of financial controls and reporting; reviews audit plans and adherence to these by external and internal auditors; ascertains the reliability of the audit; ensures financial reporting complies with IFRSs and the Companies Act; reviews and makes recommendations on all financial matters; recommends auditors to the Board; monitors the Company’s appetite for risk and concomitant controls.	Richard Dunne*, Sonja Sebotsa¹, Tom Wixley
Corporate Governance Committee	Reviews quality of corporate governance and makes recommendations to the Board; advises directors and management on the Companies Act, JSE Listings Requirements and other governing legislation.	Tom Wixley*, Kuseni Dlamini², Richard Dunne, Bongani Khumalo, Wendy Lucas-Bull⁴, Valli Moosa, Fred Phaswana, Sonja Sebotsa
Nomination Committee	Considers suitable nominations for appointments to the Board and succession planning, and makes appropriate recommendations based on qualifications and experience.	Fred Phaswana*, Cynthia Carroll, Richard Dunne, Tom Wixley, Russell King⁵
Remuneration Committee	Establishes the overall principles of remuneration and determines the remuneration of executive directors, executive heads; considers, reviews and approves Group policy on executive remuneration and communicates this to the stakeholders in the annual report.	Tom Wixley*, Richard Dunne, Russell King⁵, Fred Phaswana
Safety & Sustainable Development Committee	Develops framework, policies and guidelines for S&SD management, and ensures implementation; monitors Group compliance with relevant legislation. Evaluates material sustainable development impacts in light of the precautionary principle and advises the Board accordingly.	Dorian Emmett*, Mzoli Diliza, Bongani Khumalo, Pieter Louw, Ben Magara³, Mary-Jane Morifi, July Ndlovu, Neville Nicolau, Abe Thebyane
Transformation Committee	Embraces racial, cultural, ethnic and religious diversity and facilitates transformation and empowerment within the organisation; acts in an advisory role and considers, encourages and supports management in terms of all transformation issues.	Wendy Lucas-Bull* ⁴, Kuseni Dlamini², Bongani Khumalo, Fred Phaswana, Tom Wixley

* Chairman.
1. Appointed 1 January 2009.	5. Resigned 28 October 2009.
2. Appointed 1 January 2009.	6. Resigned 31 December 2009.
3. Appointed 16 November 2009.	7. Appointed 1 January 2010.
4. Appointed 5 March 2009.	8. Handed over his portfolio on 16 November 2009 due to ill health.

Anglo American Platinum Limited