Governance and Remuneration
Corporate governance

Meeting attendance

Directors	15/08/13	24/10/13*	15/11/13	03/12/13	20/02/14	07/04/14*	16/05/14	18/06/14
KDK Mokhele (Chair)	✔	✔	✔	A	✔	✔	✔	✔
TP Goodlace	✔	✔	✔	✔	✔	✔	✔	✔
B Berlin	✔	✔	✔	✔	✔	✔	✔	✔
HC Cameron	✔	✔	✔	✔	✔	✔	✔	✔
PW Davey	✔	✔	✔	✔	✔	✔	✔	✔
PA Dunne**	✔	–	–	–	–	–	–	–
MSV Gantsho	✔	✔	✔	✔	✔	✔	✔	✔
A Kekana	✔	A	✔	✔	A	✔	✔	✔
AA Maule	✔	✔	✔	✔	✔	✔	✔	A
AS Macfarlane	✔	✔	✔	✔	✔	✔	✔	✔
TV Mokgatlha	✔	✔	✔	✔	✔	✔	✔	✔
BT Nagle	✔	✔	✔	✔	✔	✔	✔	✔
B Ngonyama	✔	✔	✔	A	✔	✔	✔	✔
NDB Orleyn	✔	✔	✔	✔	✔	✔	✔	✔

A Apology.
– Meeting not applicable.
* Special meeting.
** Resigned on 18 October 2013.

Board committees

The board has delegated various duties to the appropriate sub-committees, as specified by relevant legislation, to ensure the fulfilment of their duties in the time available. The board remains ultimately responsible for these duties and decisions. Board committees provide feedback to the main board through their chairmen. Each board committee is chaired by an independent non-executive director. The composition of board committees is fully compliant with the recommendations of King III.

Audit committee

Members of the audit committee were appointed by shareholders at the annual general meeting in October 2013. The committee comprises independent non-executive directors, all of whom are suitably qualified to carry out the duties specified. In addition, the chief executive officer, the chief financial officer, group executive: financial control, head of group internal audit, the group executive: risk and the external auditors are permanent invitees to the committee's meetings.

The terms of reference of the committee were reviewed and approved by the board during the year under review. In summary, the main purposes of the committee are:

Monitoring the integrity of the integrated annual report and other relevant external financial reports of Implats, and reviewing all significant inputs, judgements and outputs in order to present a balanced and understandable assessment of the position, performance and prospects of Implats, as appropriate
Preparing a report to be included in the annual financial statements in terms of section 94(7)(f) of the Companies Act (on pages 102 and 103 of this report)
Reviewing the annual financial statements, the interim, preliminary or provisional results announcements and financial information which is to be made public
Reviewing the Company's internal financial control and financial risk management systems in order to safeguard Implats' assets
Monitoring and reviewing the effectiveness of Implats' internal audit function
Appointment of the external auditors, approving the remuneration and terms of engagement of the external auditors and monitoring their independence, objectivity and effectiveness, taking into consideration relevant professional and regulatory requirements
Regulating the use of the external auditors for non-audit duties in terms of a policy document which governs the use of external auditors for non-audit services
Receiving and dealing appropriately with any concerns or complaints about the Company's auditing function or financial reporting, whether from within or outside the Company, in terms of section 94(7)(g) of the Companies Act
Assisting with the establishment and reviewing of statements or requirements on ethical standards
Ensuring the application of a combined assurance model to provide a coordinated approach to all assurance activities.

The committee has unrestricted access to all Company information, may seek such information from any employee, and may consult external professional advisers in executing its duties. The internal and external auditors have unlimited access to the chairman of the committee and they meet at least once a year, individually, with the board chairman.

The audit committee has, in the past financial year, satisfied its responsibilities in compliance with the new Companies Act as amended, and its terms of reference.

Membership of the audit committee and attendance at its meetings during the year was as follows:

Directors	07/08/13	12/11/13	14/02/14	12/05/14
HC Cameron	✔	✔	✔	✔
AA Maule	✔	✔	✔	✔
B Ngonyama	✔	✔	✔	✔
TV Mokgatlha*	–	✔	✔	✔
* Appointed on 15 August 2013. – Meeting not applicable.

Remuneration committee

The composition of the committee is in line with King III recommendations whereby the majority of members are independent non-executive directors and are all suitably qualified to carry out their duties. The chief executive officer and the human resources executive are invited to attend all meetings except when their own remuneration is under consideration.

The committee terms of reference were reviewed during the year under review and were approved by the board.

The main functions of the remuneration committee are:

Determining fixed and variable remuneration for executive directors and senior executives
Ensuring that the right calibre of executive and senior management is attracted, retained, motivated and rewarded for individual performance and contribution to the performance of the Group
Ensuring the provision of fair, equitable and competitive conditions of employment across the Group
Ensuring the effectiveness of a comprehensive talent management process encompassing employee development and succession planning
Benchmarking remuneration practices against both local and international best practice
Monitoring retirement benefits
Reviewing and recommending to the board all aspects of remuneration including the incentive schemes, share option schemes and any other remuneration-related schemes of Group executives
Discharging the obligations of the board to ensure objectivity regarding the remuneration of directors
Recommending the Company's remuneration policy to the board for a non-binding approval by shareholders at the annual general meeting
Making recommendations on the remuneration packages of non-executive directors, the chairman, members of sub-committees and committee chairmen to the board and to shareholders for approval.

The Company's remuneration policy, as determined by the remuneration committee, was presented to shareholders for endorsement at the last annual general meeting. The policy strives for competitive and fair reward, to recognise and reward individual and team achievement and to contribute to the attraction, retention and motivation of employees, organisational growth and prosperity.

Membership of the remuneration committee and attendance at its meetings during the year was as follows:

Directors	12/08/13	11/11/13	12/02/14
MSV Gantsho	✔	✔	✔
NBD Orleyn	✔	✔	✔
TV Mokgatlha*	✔	–	–
KDK Mokhele	✔	✔	✔
A Kekana^#	–	✔	✔
* Resigned on 15 August 2013. ^# Appointed on 15 August 2013. – Meeting not applicable.

Nominations and governance committee

The committee is chaired by the chairman of the board, and the CEO is a permanent invitee. It comprises three members, all of whom are independent non-executive directors. When matters relating to the chairman or his succession are discussed, he is recused from the meeting and the committee appoints another member to assume the chairmanship. Likewise, when matters concerning other members of the committee are under discussion, they are also recused from the meeting.

During the year under review the board chairman, and the identified retiring directors had their performances evaluated. The results of the evaluation were tabled at a board meeting where all areas of concern were acted upon and corrective measures were taken. The annual evaluation of Dr KDK Mokhele formed the basis of his appointment as chairman.

The committee also oversaw the annual board evaluation of the chief executive officer.

The committee terms of reference were reviewed and approved by the board during the year under review. The key functions of the committee are:

Ensuring that the board and its sub-committees are so structured and staffed as to enable them to carry out their mandates
Responsibility for the performance appraisal of the board, sub-committees and individual directors
Proposing the re-election of retiring directors following the achievement of a satisfactory performance review
Establishing a formal process for the appointment of directors
Developing a formal induction programme for new directors and an ongoing professional board development programme for directors
Ensuring that directors receive regular briefings on changes in risks, laws and the environment in which the Company operates.

Membership of the nominations and governance committee and attendance at its meetings during the year was as follows:

Directors	12/08/13	11/11/13	12/02/14
KDK Mokhele	✔	✔	✔
MSV Gantsho	✔	✔	✔
NDB Orleyn	✔	✔	✔

Risk committee

A vacancy on the committee existed and, when Mr PW Davey was appointed to the board, he was also appointed as a member of this committee. When Mr BT Nagle was appointed to the board he was also appointed as an additional member of this committee. The formal terms of reference were approved by the board to empower the committee to act within their scope. Through this committee the Company has implemented an effective policy and plan for risk management that will enhance the Company's ability to achieve its strategic objectives. Transparent and relevant disclosure regarding risk is made timeously to the committee and to the board.

The functions of the committee include:

Overseeing and monitoring the development, implementation and annual review of a policy and plan for risk management to recommend for approval to the board
Making recommendations to the board concerning the levels of risk tolerance and appetite, and reporting on monitoring so as to ensure that risks are managed within the levels of tolerance and appetite as approved by the board
Ensuring that frameworks and methodologies are implemented to increase the likelihood of hard-to-predict risks being anticipated
Ensuring that management undertakes continuous risk monitoring and that management considers and implements appropriate risk responses
Liaising closely with the audit committee to exchange information relevant to risk and the audit committee chairman is required to be a member of the risk committee
Relaying to the board the committee's views on the effectiveness of the system and process of risk management
Reviewing reporting about risk management to be included in the integrated annual report.

Membership of the risk committee and attendance at its meetings during the year was as follows:

Directors	07/08/13	12/11/13	19/02/14	12/05/14
AA Maule	✔	✔	✔	✔
HC Cameron	✔	✔	✔	✔
PW Davey*	✔	✔	✔	✔
BT Nagle^#	–	✔	✔	✔
* Appointed on 1 July 2013. ^# Appointed on 15 August 2013. – Meeting not applicable.

Social, ethics and transformation committee

The committee comprises four independent non-executive directors and one executive director. In light of challenges experienced during the past 18 months, the committee this year focused on socio-economic matters that have impacted on the Company. Transformation remained a high priority on the committee agenda.

In summary, the duties of the committee are:

Ensuring that the Company remains a good corporate citizen
Monitoring the social and economic development of the Company and its employees
Reviewing and approving framework policies and guidelines for the management of transformation and sustainable development and ensuring their progressive implementation
Reviewing the Group's progress on transformation and compliance with the Mining Charter and the Mineral and Petroleum Resources Development Act
Reviewing empowerment measures including the level of procurement sourced from graded broad-based black empowerment enterprises; enterprise development through the provision of financial and/or operational assistance to such enterprises; and corporate social responsibility initiatives
Receiving reports on the Company's performance and, where appropriate, the performance of empowerment partners and contractors, covering matters of material impact on transformation and social development risk and responsibilities facing the Company.

The committee's terms of reference were approved by the board and are subject to, inter alia, the Companies Act, the memorandum of incorporation and the Mining Charter.

Membership of the social, ethics and transformation committee and attendance at its meetings during the year was as follows:

Directors	12/08/13	11/11/13	12/02/14	09/05/14
NDB Orleyn	✔	✔	✔	✔
HC Cameron	✔	✔	✔	✔
TP Goodlace	✔	✔	✔	✔
TV Mokgatlha	✔	✔	✔	✔
KDK Mokhele	✔	✔	✔	A
A Apology.

Health, safety and environment committee

The key strategic objective of the committee is to assist the board with oversight of health, safety and environmental (HSE) issues within the Company.

Through formal terms of reference, the board has mandated the committee to monitor and review the Group's health, safety and environmental performance. The committee comprised four members: three independent non-executive directors, and one executive director. The responsibilities of the committee as reflected by its terms of reference include:

Reviewing the adequacy and appropriateness of the safety, health, environmental and quality systems, policies, standards, codes of practice and procedures of the Group
Monitoring HSE performance in accordance with stated goals and objectives, including measurement against South African and international norms and benchmarks
Monitoring the HSE management function and recommending improvements where considered necessary
Reviewing the HSE element of the Company's business plan and approving the HSE section of the integrated annual report
Having the right to institute investigations into matters where inadequacies have been identified, or as directed by the board.

Membership of the health, safety and environment committee and attendance at its meetings during the year was as follows:

Directors	08/08/13	13/11/13	18/02/14	13/05/14
AS Macfarlane	✔	✔	✔	✔
KDK Mokhele	✔	A	✔	✔
PW Davey*	–	✔	✔	✔
TP Goodlace	✔	✔	✔	✔
OM Pooe**	✔	–	–	–

* Appointed on 15 August 2013.
** Resigned on 8 August 2013.
A Apology.
– Meeting not applicable.

Company secretary

The primary roles of the company secretary are to ensure that the board remains mindful of its duties and responsibilities and to equip the board to discharge such duties and responsibilities. In addition to guiding the board on discharging its responsibilities, the company secretary keeps the board abreast of relevant changes in legislation and governance best practice. The company secretary oversees the induction of new directors as well as the ongoing education of directors. The company secretary is also secretary to the board committees. All directors have access to the services of the company secretary.

Ms Avanthi Parboosing, who acted as company secretary during the year under review, resigned effective 21 July 2014. Mr Tebogo Llale has been appointed as company secretary with effect from 25 August 2014. Ms Parboosing places on record her appreciation to the Company for the consistent support provided to her by both management and the board in discharging her duties.

In compliance with JSE Listings Requirements, the board hereby confirms the following:

The company secretary had the necessary experience, expertise and competence to carry out his duties
The company secretary had an arm's-length relationship with the board and was not a director of the Company or any of its subsidiaries.

Governance and Remuneration Corporate governance