Governance

Board Committees

Board Committees Overview

The Board has a number of standing committees or sub-committees, to which various matters are delegated in accordance with their respective terms of reference. The Board also establishes committees on an ad hoc basis to deal with particular matters as and when thought fit. In doing so, it specifies a remit, quorum and appropriate mix of executive and non-executive participation. Further information on the standing committees and their terms of reference are outlined below.

Board Risk Committee

Members: Mike Arnold (Chairman); Zoe Cruz; Trevor Manuel; Roger Marshall; Nonkululeko Nyembezi

The principal purpose of the Board Risk Committee is to review, on behalf of the Board, management's reports and recommendations on risk, and in particular:

  • to consider and recommend to the Board the Group's risk appetite;

  • to review, on behalf of the Board, the Group's risk profile;

  • to satisfy itself on the design and completeness of the Group's internal control and assurance framework relative to the risk profile; and

  • to commission, receive and consider reports on key risk issues affecting the Group.

Remuneration Committee

Members: Danuta Gray (Chairman); Alan Gillespie; Zoe Cruz; Roger Marshall

The Remuneration Committee is responsible for determining the remuneration, incentive arrangements, benefits and any compensation payments of the executive directors. It also determines the remuneration of the Chairman of the Board and monitors and approves the level and structure of the remuneration of senior management who report directly to the Group Chief Executive, together with the Company Secretary. In addition, it reviews, monitors and approves or recommends for approval, share incentive arrangements of the Company.

The committee is chaired by Danuta Gray.

Nomination and Governance Committee

Members: Patrick O'Sullivan (Chairman); Alan Gillespie; Danuta Gray; Vassi Naidoo; Nonkululeko Nyembezi

The Nomination and Governance Committee makes recommendations to the Board in relation to the appointment of directors, the structure of the Board and membership of the Board's main standing committees.

It also reviews development and succession plans for the most senior executive management of the Group and proposed appointments to the boards and standing committees of principal subsidiaries when these are material in the context of the Group as a whole.

Approvals Committee

Members: Bruce Hemphill; Ingrid Johnson

The Approvals Committee is a committee comprising the executive directors of the Company, to which executive control and decision-making are delegated, subject to reservation of matters that require approval by the Board itself. A quorum comprises two of the executive directors.