Directorate

The board is assisted in properly discharging its duties by mandated board committees. Each standing board committee has written terms of reference that are reviewed and updated regularly. Committee chairmen report on the proceedings of their committees at the next meeting of the board. Minutes of board committee meetings are provided to the board for comment and noting. The chairman of each board committee is required to attend the Annual General Meeting to answer questions raised by shareholders.

Audit Committee Members:
Ms DC Radley (Chairman) (Independent non-executive director)
Mr FD Butler (Independent non-executive director)
Ms H Hickey (Independent non-executive director)

The audit committee comprises three independent non-executive directors. The Group finance director, head of internal audit, and the external audit partner attend meetings by invitation.

The audit committee operates according to written terms of reference approved by the board. The audit committee has approved an external auditor independence policy regulating the performance of non-audit related services by the external auditors, which provides guidelines where management wishes to engage the external auditors for non-audit services. Compliance with this policy is monitored.

Services rendered by the external auditors during the prior year, and approved by the audit committee, comprised mainly compliance and other assurance based engagements, including opinion work not relating to or associated with any prohibited services in terms of the adopted policy.

Both the internal and external auditors have unrestricted access to the audit committee. The external auditors may report findings to the committee in the absence of members of executive management. It is a duty of the audit committee to ensure that the independence of the external auditor is not impaired.

The audit committee is responsible for recommending to the board and shareholders at the Annual General Meeting for consideration, the approval and appointment of the external auditors.

RISK MANAGEMENT COMMITTEE
Members:
Mr RB Humphris (Chairman)
Mr FD Butler (Independent non-executive director)
Mr GC Brimacombe
Mr TE Grant
Mr F Hay
Mr JD Möller
Mr DJ Oosthuizen
Mr PG Spinazze

The risk management committee comprises members of executive management and is chaired by the Group managing director. The committee identifies, assesses, manages and monitors the significant risks faced by the Group, but excludes financial risks that would normally be addressed by the audit committee. The Group’s SHEQ Officer and other specialist employees attend meetings by invitation.

The risk management system is designed to manage, rather than eliminate the risk of failure to achieve business objectives and can provide reasonable, but not absolute, assurance against material misstatement or loss.

The Group has established a key inherent risk profile that is reviewed on a regular basis.

This risk management process has added value to the Group by reducing its risk exposures to any one product, industry or customer type by adopting a balanced business profile approach within the chemical, mining and agriculture markets. The risk committee reviews the extent of compliance with its terms of reference and continues to identify significant risks to the Group on an ongoing basis.

REMUNERATION COMMITTEE
Members:
Mr NJ Crosse (Chairman) (Non-executive director)
Prof SS Loubser (Independent non-executive director)
Dr WT Marais (Non-executive director)

The committee comprises three non-executive directors. The chairman of the board chairs the remuneration committee. Other directors may attend meetings by invitation in order to advise on particular matters under review.

The remuneration committee operates within its terms of reference which are reviewed annually.

The remuneration committee’s overall strategy is to ensure that employees are rewarded for their contribution to the Group’s operating and financial performance, by taking into account industry, market and country benchmarks. Performance related share incentives are considered to be critical elements of executive incentive pay, in order to optimize company performance and shareholder value.

Bonuses for senior executives are based on an economic value added (EVA) formula. It is practice within the Group to spread payment of a portion of the bonus amount over a number of years. This rollover principle contributes to stable executive teams at Group and divisional levels.