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Hulamin
Integrated Annual Report 2017
 

Corporate Governance

Hulamin views the implementation of good corporate governance practices as integral to its business and recognises the need to conduct its business with openness, integrity and accountability.

The Board has delegated, through formal terms of reference, specific matters to a number of committees whose members and chairman are appointed by the Board.

There is full disclosure of matters handled by the committees to the Board.

The committees play an important role in enhancing high standards of governance and achieving increased effectiveness within the group.

AUDIT COMMITTEE

CORE RESPONSIBILITIES

The responsibilities of the committee and details of the execution of the duties of the committee during the year under review are set out in the Report of the Audit Committee here.

Key areas of focus during the reporting period include the consideration of interim and annual financial statements, the appointment of internal auditors and an internal audit manager and the nomination of an external auditor for appointment at the 2018 AGM.

A key area of future focus will be to manage the transition in the change of external auditors and the restructure of the internal audit function.

CHAIRMAN

TP Leeuw (independent non-executive)

COMPOSITION

Independent non-executive directors

NNA Matyumza
LC Cele (Resigned with effect from 30 April 2017)
N Maharajh (Appointed with effect from 1 February 2017)

Note: The members were re-elected at the annual general meeting held in April 2017.

INVITEES

AP Krull (CFO)
CA Boles (independent non-executive director) with effect from 1 February 2017
VN Khumalo (non-executive director)

Representatives of internal and external auditors

A Petticrew (Financial Manager)
L Ncoliwe (Head of Internal Audit)

FREQUENCY OF SCHEDULED MEETINGS

Three meetings per annum

SECRETARY

W Fitchat (Company Secretary)

RISK AND SHE* COMMITTEE

CORE RESPONSIBILITIES

The responsibilities of the committee are set out in written terms of reference. These terms of reference and the company’s risk appetite statement were adopted by the Board. The Risk and SHE* Committee’s key responsibilities are:

  • Overseeing and monitoring the development and implementation of a risk management framework, policy, strategy and plan for a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes within Hulamin.
  • Recommend levels of tolerance and appetite for risk to the Board.
  • Report to the Board information relevant to risk management and procure independent assurance regarding the effectiveness of the risk management process.
  • Oversee and monitor the implementation of safety, health and environment policies, strategies, targets, plans and systems and review the safety, health and environment risk profile.

Key areas of focus during the reporting period include actions to progress risk-based thinking at all levels of the business, to progress risk culture change management process, to review and progress strategic risks and to introduce operational/process risk management.

Key areas of future focus include progressing the integration of risk-based thinking via strategic risk scenarios, the embedding of a risk culture within the organisation and the automation of risk administration via the BarnOwl system.

*Safety, Health and Environment.

CHAIRMAN

PH Staude (independent non-executive)

COMPOSITION

Independent non-executive directors

TP Leeuw
ME Mkwanazi
GHM Watson (Appointed with effect from 1 February 2017)

Executive directors

RG Jacob
MZ Mkhize
AP Krull

INVITEES

FB Bradford
C Fisher
HT Molale
BA Mngadi
M Reddy
I Smith
S Vally
DR Weisz

FREQUENCY OF SCHEDULED MEETINGS

Two meetings per annum

SECRETARY
W Fitchat (Company Secretary)

REMUNERATION AND NOMINATION COMMITTEE

CORE RESPONSIBILITIES

The responsibilities of the committee are set out in written terms of reference, which are reviewed periodically.

The Remuneration and Nomination Committee’s key responsibilities are:

  • Formulation of employment and reward strategies to attract and retain executives and senior management.
  • Recommend to the Board the remuneration of directors and senior management.
  • Recommend to the Board changes in the composition of the Board and the appointment and removal of directors.

The chairman of the Board serves as chairman of the committee for nomination matters.

Key areas of focus during the report period include approval of the incentive bonus, key performance measures of the CEO and senior management, the long-term incentives and the salary increases. The committee also considered a revised long-term incentive scheme.

For further information on activities during the reporting period and key areas of future focus refer to the Remuneration Report here.

CHAIRMAN

NNA Matyumza (independent non-executive)

COMPOSITION

Independent non-executive directors

CA Boles (Appointed with effect from 1 February 2017)
ME Mkwanazi (Chairman of Nomination agenda items)
GHM Watson

The nomination of Board members to be considered at the annual general meeting of shareholders is the responsibility of the Board.

INVITEES

RG Jacob (CEO)
MA Janneker (Group Executive: Human Capital)

FREQUENCY OF SCHEDULED MEETINGS

Three meetings per annum

SECRETARY

W Fitchat (Company Secretary)

TRANSFORMATION, SOCIAL AND ETHICS COMMITTEE

CORE RESPONSIBILITIES

The responsibilities of the committee are set out in written terms of reference, which are reviewed periodically.

The Transformation, Social and Ethics Committee’s key responsibilities are:

  • Recommend to the Board the strategies and policies to be adopted to ensure the group’s Transformation, Social and Ethics targets are achieved.
  • Align the group’s Transformation, Social and Ethics strategy with its overall business strategy.
  • Monitor the implementation and efficacy of the employment equity, black management development, black equity ownership, preferential procurement, skills and enterprise development and socio-economic initiatives of the group.
  • Monitor activities relevant to social and economic development, good corporate citizenship, environment, health and safety and consumer relationships.
  • Review policies and statements on ethical standards, the code of conduct for suppliers and service providers and on whistle-blowing.

Key areas of focus of the committee during the reporting period are set out in Annexure A of the AGM notice.

Key areas of future focus will be to monitor the implementation of the transformation plan.

CHAIRMAN

LC Cele (independent non-executive)
(Resigned with effect from 30 April 2017)

VN Khumalo (non-executive director)
(Appointed with effect from 1 May 2017)

COMPOSITION

Independent non-executive director

AT Nzimande (Appointed with effect from 1 June 2017)

Non-executive director

SP Ngwenya

Executive directoR

RG Jacob (CEO)

Group Executive

BA Mngadi (Group Executive: Corporate Affairs)

INVITEES

C Fisher (Group Executive: Strategy and Supply Chain)
MA Janneker (Group Executive: Human Capital)
AP Krull (CFO)
ME Mkwanazi (independent non-executive director)

FREQUENCY OF SCHEDULED MEETINGS

Two meetings per annum

SECRETARY

W Fitchat (Company Secretary)

CHAIRMAN’S COMMITTEE

CORE RESPONSIBILITIES

The responsibilities of the committee are set out in written terms of reference, which are reviewed periodically.

The Chairman’s Committee key responsibilities are:

  • Address matters relating to governance or relationships and dynamics within the Board.
  • Progress specific strategic projects.

Key areas of focus during the reporting period addressed strategic projects and procurement governance matters.

Key areas of future focus will be to progress specific strategic projects.

CHAIRMAN

ME Mkwanazi (independent non-executive director)

COMPOSITION

Independent non-executive directors

LC Cele (Resigned with effect from 30 April 2017)
TP Leeuw
NNA Matyumza
PH Staude
GHM Watson

Non-executive director

VN Khumalo (Appointed with effect from 1 May 2017)

INVITEES

RG Jacob (CEO)
AP Krull (CFO)
CA Boles (non-executive director)

FREQUENCY OF SCHEDULED MEETINGS

As and when required

SECRETARY

W Fitchat (Company Secretary)

The group has a number of executive committees consisting of executive directors and other senior executives, with formal terms of reference:

• Executive

• Broad-based black economic empowerment (b-bbee)

• Risk management

• Information technology (it) management

• Safety, health and environment

EXECUTIVE COMMITTEE

CORE RESPONSIBILITIES

The objective of the committee is to assist Hulamin’s Board in discharging its responsibilities, while acting within the parameters of the authority limits agreed by the Board. The responsibilities of the committee are set out in written terms of reference, which are reviewed from time to time.

The Executive Committee’s key responsibilities are:

  • Recommend the business strategy, business plans and budgets to be adopted by the group.
  • Manage the implementation and execution of business strategies and plans approved by the Board.
  • Recommend major acquisitions and disposals as part of the group’s business strategy.
  • Ensure the group’s systems of internal control, governance (including that of information technology) and risk management are both robust and well managed.
  • Implement the approved authorities matrix managed within the organisation and approve the appointment of senior managers and the members of the group’s other executive committees.
  • Approve the capital expenditure plans of the group, within the budget approved by the Board.

Key areas of focus during the reporting period include revised performance reporting dashboards and the reporting on key strategic projects.

Key areas of future focus include the execution of the business plan and strategic plan approved by the Board.

CHAIRMAN

RG Jacob

COMPOSITION

The Executive Committee consists of the executive directors and other senior executives.

current members
FB Bradford   MZ Mkhize
C Fisher   BA Mngadi
MA Janneker   HT Molale
AP Krull   DR Weisz

Extended Executive Committee Members

R Green-Thompson
I Smith
M Reddy

Invitees

P Xaba
M Maku
C Stewart
Z Gumede
S Vally

FREQUENCY OF SCHEDULED MEETINGS

11 meetings per annum

SECRETARY

W Fitchat (Company Secretary)

BROAD-BASED BLACK ECONOMIC EMPOWERMENT (B-BBEE) COMMITTEE

CORE RESPONSIBILITIES

The Hulamin B-BBEE Committee reports to the Transformation, Social and Ethics Committee on the six elements of the B-BBEE scorecard, which are:

  • Ownership;
  • Management control;
  • Employment equity;
  • Skills development;
  • Preferential procurement;
  • Enterprise development; and
  • Socio-economic development.

The B-BBEE Committee’s key responsibilities are:

  • To provide strategic direction with regard to Hulamin’s overall B-BBEE strategy.
  • Align Hulamin’s B-BBEE strategy with the overall business strategy of the company.
  • Monitor and review B-BBEE progress within Hulamin.
  • Provide the mandate for the setting of targets for the various B-BBEE elements.
  • Development of appropriate strategies and processes for the achievement of B-BBEE targets.
  • Review the progress towards the achievement of the B-BBEE targets and provide direction where challenges are experienced.
  • Ensure the appropriate communication of the company’s B-BBEE strategy and the implementation thereof.
  • Create a platform for sharing B-BBEE information and relevant experiences from which we can learn.
  • Review the company’s compliance with employment legislation and regulatory requirements, e.g. the Employment Equity Act, Black Economic Empowerment Act.
  • Report to the Transformation, Social and Ethics Committee.

Key areas of focus during the reporting period include oversight of initiatives to improve B-BBEE scorecard rating, actions to achieve employment equity targets and to address strategic empowerment projects.

The above remains key areas of future focus.

CHAIRMAN

RG Jacob

COMPOSITION

MA Janneker   M Reddy   E Jonker
AP Krull   I Smith   S Khosa
C Fisher   C Vally   HT Molale
BA Mngadi   M Maku   DR Weisz
R Green-Thompson   C Stewart   P Xaba
M Sedibe   FB Bradford   Z Gumede

FREQUENCY OF SCHEDULED MEETINGS

Four meetings per annum

SECRETARY

L Sililo (Human Resource Operations Manager)

RISK MANAGEMENT COMMITTEE

CORE RESPONSIBILITIES

While the Board is ultimately accountable for risk management through the Risk and SHE* Committee, the implementation of the group’s risk management policies and systems of internal control is an integral part of management of the group’s operations.

The Risk Management Committee’s key responsibilities are:

  • Recommend to the Risk and SHE* Committee the risk management strategies and policies of the group.
  • Review the integrity and appropriateness of the group’s systems of risk assessment and management.
  • Identify new or emerging risks related to all aspects of the business, including financial, operational and compliance risks.
  • Monitor risk reduction actions.
  • Review the internal controls that have been implemented to manage significant risks, and the assurance provided in respect of those controls.
  • Report on its activities to the Risk and SHE* Committee.

Key areas of focus during the reporting period include the embedding of risk-based thinking at all levels of the business, monitoring of the risk change management plan, the introduction of operational and process risk management, and the review and progress monitoring of strategic risks.

The above remains key areas of future focus.

CHAIRMAN

AP Krull

COMPOSITION

FB Bradford   HT Molale
C Fisher   BA Mngadi
RG Jacob   I Smith
MA Janneker   DR Weisz
MZ Mkhize   M Reddy

INVITEES

Z Gumede
R Green-Thompson
S Vally
C Stewart
P Xaba
M Maku
L Farquharson

FREQUENCY OF SCHEDULED MEETINGS

Three meetings per annum

SECRETARY

W Fitchat (Company Secretary)

* Safety, Health and Environment.

INFORMATION TECHNOLOGY (IT) MANAGEMENT COMMITTEE

CORE RESPONSIBILITIES

The IT Management Committee’s key responsibilities are:

  • Ensure that an IT governance charter and policies are established and implemented.
  • Promote an ethical IT governance and management culture.
  • Provide leadership and direction to ensure that the IT function achieves, sustains and enhances the company’s strategic objectives.
  • Ensure that an IT governance framework is adopted and implemented and that the Board via the Audit Committee receives independent assurance on the effectiveness thereof.
  • Ensure that the IT strategy is integrated within the company’s strategic and business processes.
  • Ensure there is a robust process in place to identify and exploit appropriate opportunities to improve the performance and sustainability of the company.
  • Oversee management who is responsible for the implementation of all the structures, processes and mechanisms to execute the
    IT governance framework.
  • Ensure the company obtains independent assurance on the governance of IT, and that adequate controls are in place for outsourcing IT services.
  • Ensure IT legal risks are addressed.
  • Ensure that there are systems in place for the management of information assets.
  • Ensure that the information security strategy is successfully implemented.
  • Ensure operational stability, systems development, support and enhancements.
  • Improving network capacity.
  • Ensure that there are systems in place for personal information to be treated by the company as an important business asset and that all personal information that is processed by the company is identified.
  • Ensure appropriate reporting to the Executive Committee and to Board Committees.

Key areas of focus during the reporting period include an overview of the arrangements for governing and managing technology and information.

The above remains key areas of future focus.

CHAIRMAN

AP Krull

COMPOSITION

FB Bradford   A Petticrew
H de Villiers   M Reddy
C Fisher   I Smith
T Hawkins   L Steenkamp
Y Moodley   M Webb


FREQUENCY OF SCHEDULED MEETINGS

Six meetings per annum

SECRETARY

D Seager (Senior IT Manager)

SAFETY, HEALTH AND ENVIRONMENT COMMITTEE

CORE RESPONSIBILITIES

The Safety, Health and Environment (SHE) Committee’s key responsibilities are:

  • Review SHE performance.
  • Review major SHE risks.
  • Monitor actions to reduce SHE-related risks.
  • Identify new or emerging risks related to SHE.
  • Review of the internal controls to manage
    SHE risks.
  • Guide the development of sustainability strategy.
  • Report to the Risk and SHE Committee.

Hulamin views the implementation of good corporate governance practices as integral to its business and recognises the need to conduct its business with openness, integrity and accountability.

The Board has delegated, through formal terms of reference, specific matters to a number of committees whose members and chairman are appointed by the Board.

There is full disclosure of matters handled by the committees to the Board.

The committees play an important role in enhancing high standards of governance and achieving increased effectiveness within the group.

CHAIRMAN

M Reddy

COMPOSITION

FB Bradford   H de Villiers
BA Mngadi   R Green-Thompson
HT Molale   P Grobler
M Ramdeen   MA Janneker
AP Krull   DR Weisz
PM Lancaster   R Venkatsami
MZ Mkhize    


FREQUENCY OF SCHEDULED MEETINGS

Three meetings per annum

SECRETARY

D Jackson (Chemist and Environmental Specialist)