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Governance and Remuneration
Corporate governance

The board of Implats remains cognisant of and committed to the highest level of corporate governance and compliance

Introduction

This commitment forms the basis of the board's intention to provide effective leadership to the Company, which leadership role includes guiding the strategic direction and development of the Implats Group.

The board fully embraces the principle of ethical leadership in setting and implementing the strategy of the Company, guided by the principles of the King III Code on Corporate Governance (King III), the Companies Act, 2008, the JSE Listings Requirements and all other applicable laws, standards and codes.

In addition, the board takes full responsibility for the management, direction and performance of the Company by exercising independent judgement on all issues reserved for its review and approval while taking cognisance of the needs of all stakeholders. The role and functions of the board are formally and comprehensively documented in a board charter which, among other things, defines the rights, obligations, responsibilities and powers of the board. The board functions as a unit and through its sub-committees and Exco. A formal delegation of authority (approval framework), which further defines the powers and authority of the board and those of its sub-committees, is in place.

King III

In order to ensure that the Company remains at the forefront of best corporate governance practices, compliance with King III and the Companies Act remains high on the board's agenda. The board has satisfied itself with the extent of the Company's compliance with King III and with the JSE Listings Requirements during the financial year ended 30 June 2014 and a table setting out how the Group has applied the principles of King III is contained on the Company's website, www.implats.co.za. The table also highlights any exceptions with the application of King III.

Board of directors

The board has 13 directors, comprising nine independent non-executive directors, two non-executive and two executive directors. Dr KDK Mokhele, an independent non-executive director, is chairman of the board. Mr TP Goodlace is the chief executive officer (CEO) and an executive director. The roles of the chairman and CEO are distinctly separate.

Changes to the board

Changes to the constitution of the board during the year under review were as follows.

Induction programme

Upon appointment, the Company Secretary offers new directors an induction programme tailored to their specific requirements. During the year under review, meetings with operational executives were arranged to assist the new directors in gaining an intimate understanding of the business on specific points of interest.

Board education and training

At the quarterly board meetings, directors are kept abreast of all applicable legislation and regulations, changes to rules, standards and codes as well as relevant sector developments that could impact the Group and its operations. All education and training programmes are, where necessary, supplemented by external courses.

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

A full-day session is also set aside in October of each year for formal board training. The nominations committee assists with the preparation of a board training agenda, taking cognisance of the specific needs of the board at a particular point in time. During the year under review, the board was provided “safety” training, facilitated by an external safety and health consultant. The board was also provided with training on understanding of the external industrial relations environment, also facilitated by an external specialist.

Frequency of meetings

The board meets at least seven times a year. In addition to four quarterly board meetings, three full-day sessions are held annually. On two of these occasions the board meets with the senior executive team to consider and approve long-term strategy or any adjustments to the approved strategy when the need arises and also to approve the budget and business plans. The third full-day session is dedicated to board education and training. The board meets on an ad hoc basis to consider specific issues as the need arises. The status of identified strategic issues is reported and monitored at the quarterly board meetings. Non-executive directors meet both officially and unofficially with management on a regular basis.