The board of directors of Kumba is committed to the highest standards of corporate governance enshrined in the King Report on Governance for South Africa 2009 and the King Code of Governance Principles for South Africa 2009 (King III), the Companies Act 71 of 2008, as amended (The Companies Act), and the JSE Limited Listings Requirements (Listings Requirements). It is the board’s role to provide the leadership necessary to promote the application of the principles of good corporate governance throughout the group. The year under review saw the continuation of the implementation of the recommendations of King III, the Companies Act and the amendments to the Listings Requirements with significant progress.
King III compliance
The board in its 2010 report indicated that it was in the process of reviewing the recommendations of King III and implementing applicable principles. During the year under review, PricewaterhouseCoopers was engaged to perform an overall assessment of Kumba’s application of the applicable principles and recommended practices contained in King III. Results of the assessment were presented to the board at its corporate governance workshop held on 5 October 2011. The board is satisfied that the company complies materially with King III. Areas of non-application with applicable principles and recommended practices contained in King III are as follows:
The position of the interim chairman who is a member of the Audit Committee. A full explanation is provided under the heading ‘Lead independent director and interim chairman’ click here.
The Human Resources, Remuneration and Nomination committee considered the recommendation for non-executive directors’ fees to comprise a base fee as well as an attendance fee and did not recommend it to the board because it believed that it is not necessary to implement an attendance fee as the directors consistently attend meetings and in cases where attendance is not possible, they contribute to matters to be considered at meetings.
