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Board information

The Board of GPI endorses the application of the principles recommended in the King report on Corporate Governance ('King II'). The Board is satisfied that the company is compliant with the King Code in most material aspects and with the related Listings Requirements of the JSE.

The extent of the company's compliance with the Code and related Listings Requirements of the JSE is dealt with under appropriate sections throughout this report.

King III became effective for years beginning 1 March 2010. It will have an impact on the 2011 financial year. The Board has not yet adopted the principles of King III.

BOARD OF DIRECTORS

The Board is the focal point of the company's corporate governance system which is ultimately accountable and responsible for the key governance processes and the performance and affairs of the company.

BOARD CHARTER

The Board subscribes to a charter which regulates how business is to be conducted in accordance with the principles of good corporate governance.

The charter regulates and deals with, inter alia:

  • retaining full and effective control over the company and monitoring management in implementing Board plans and strategies;
  • ensuring ethical behaviour and compliance with relevant laws and regulations, audit and accounting principles, and the company's own governing documents and codes of conduct;
  • defining levels of materiality, reserving specific powers to the Board and delegating other matters with the necessary written authority to management and instituting effective mechanisms that ensure Board responsibility for management performance of its functions;
  • acting responsibly towards the company's stakeholders;
  • being aware of, and committed to, the underlying principles of good governance;
  • reviewing the strategic direction of the company and adopting business plans proposed by management for the achievement thereof;
  • approving specific financial and non-financial objectives and policies proposed by management;
  • reviewing processes for the identification and management of business risk and processes for compliance with key regulatory and legal areas;
  • delegating authority for capital expenditure and reviewing investment, capital and funding proposals reserved for Board approval; and
  • providing oversight of performance against targets and objectives.

BOARD CHAIRMAN

The Board is chaired by Hassen Adams, the executive Chairman. The Chairman of the Board is responsible, inter alia, for ensuring the integrity and effectiveness of the Board's governance processes.

BOARD COMPOSITION

GPI has a unitary structure comprising a mix of executive and non-executive directors to ensure a clear balance of power and authority at Board level in order for no one director to have unfettered powers of decision-making. Procedures for appointment to the Board are formal and transparent and a matter for the Board as a whole. The Board is assisted in this process by the remuneration and nomination committee. The Board also consults independent experts as and when required.

The Board presently comprises two executive and seven non-executive experienced and appropriately skilled directors, of whom two are considered independent in terms of the definitions contained in the Code.

DIRECTORS PERIOD OF OFFICE AND RETIREMENT

In terms of the company's articles, new non-executive directors may only hold office until the next AGM at which they will be required to retire and may offer themselves for re-election. One-third of the directors are subject to retirement by rotation at least once a year. The retirement age for a director is 70.

The directors who offer themselves for re-election at the next AGM are set out in the notice of the AGM in the annual report.

BOARD NOMINATIONS

Appointments to the Board are referred to the remuneration and nominations committee which assesses the qualifications and skills of the proposed director. Once satisfied, the remuneration and nominations committee makes the necessary recommendations to the Board. The Board then decides on the appointment of the director.

INDUCTION OF DIRECTORS

On appointment, all directors are provided with materials aimed at broadening their understanding of the Group and the business environment and markets in which the Group operates. All directors are expected to keep abreast of changes and trends in the business and in the Group's environments and markets, including changes and trends in the economic, political, social and legal climate.

ACCESS TO COMPANY INFORMATION AND CONFIDENTIALITY

Procedures are in place, through the Board Chairman and the company secretariat, enabling the directors to have access, at reasonable times, to all relevant company information to assist them in the discharge of their duties and responsibilities and to enable them to make informed decisions. Directors are expected to strictly observe the provisions of the statutes applicable to the use and confidentiality of information.

INDEPENDENT PROFESSIONAL ADVICE AND COMPANY SECRETARIAT

A procedure is in place for directors to take independent advice, for the furtherance of their duties, if necessary, at the company's expense, subject to prior notification to the Board Chairman or the Company Secretary.

The Company Secretary provides a central source of advice to the Board on the requirements of the Code on Corporate Governance and, in addition to the Company Secretary's statutory and other duties, provides the Board as a whole, directors individually and the committees with guidance as to how their responsibilities should be discharged in the best interest of the company. The appointment and removal of the company secretariat is a matter for the Board as a whole.

CONFLICT OF INTEREST

Directors are required to inform the Board of any conflicts or potential conflicts of interest which they may have in relation to particular items of business. Directors are required to recuse themselves from discussions or decisions on those matters where they have conflict or potential conflicts of interest and the Board may, if it deems appropriate, request a director to recuse himself/ herself from the meeting for the duration of the matter under discussion. If material, the matter is put to the shareholders for approval in accordance with the Listings Requirements of the JSE.

BOARD MEETINGS

A minimum of four Board meetings are scheduled per financial year to consider, deal with and review, inter alia, strategic and key issues, financial issues, the review of operational performance and any specific proposals for capital expenditure relative to the company and the Group. A number of other board meetings were held during the year.

  Formal Board Special Board
  meetings* meetings#
A Abercrombie 4 3
H Adams 4 3
A W Bedford 4 3
A P Funkey 4 3
N V Maharaj** 3 1
N Mlambo 4 3
R J Hoption 4 3
C W Williams 4 3