KING REPORT ON GOVERNANCE FOR SOUTH AFRICA 2009 (KING III)

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1 UPDATED: 18 FEBRUARY 2015 KING REPORT ON GOVERNANCE PRINCIPLE PER KING III ETHICAL LEADERSHIP AND CORPORATE CITIZENSHIP 1.1 The board should provide effective leadership based on an ethical foundation. 1.2 The board should ensure that the company is seen to be a responsible corporate citizen. 1.3 The board should ensure that the company s ethics are managed effectively. BOARD OF DIRECTORS 2.1 The board should act as the focal point for and custodian of corporate governance. 2.2 The board should appreciate that strategy, risk, performance and sustainability are inseparable. 2.3 The board should provide effective leadership based on an ethical foundation. 2.4 The board should ensure that the company is and is seen to be a responsible corporate citizen. 2.5 The board should ensure that the company s ethics are managed effectively. 2.6 The board should ensure that the company has an effective and independent audit committee. 2.7 The board should be responsible for the governance of risk. 2.8 The board should be responsible for information technology (IT) governance. 2.9 The board should ensure that the company complies with applicable laws and considers adherence to non-binding rules, codes and standards. The board has put in place appropriate structures and processes to ensure that Northam conducts its business in an ethical manner, taking into account the impact the group has on the economy, society and the environment and balancing the interest of its diverse stakeholders. The board ensures that the company is a responsible corporate citizen and has delegated to management the responsibility for proactive stakeholder relationships. The board charter, along with Northam s code of ethics, ensures the board builds and sustains an ethical corporate culture. The board operates in accordance with the board charter which sets out the board s responsibilities to ensure that it directs, governs and maintains effective control of Northam. The board meets as often as is required to fulfil its duties, but at least four times a year. The board approves the strategy, which is aligned with the purpose of Northam, the value drivers of its business and the interests and expectations of its stakeholders. The strategy also takes cognisance of inherent risks and the need to achieve sustainable outcomes. Same as principle 1.1. Same as principle 1.2. Same as principle 1.3. An effective and independent audit and risk committee is in place. The committee s terms of reference outline the roles, powers, responsibilities and membership. The audit and risk committee assists the board in executing its responsibility in terms of the governance of risk. The board, assisted by the audit and risk committee, monitor the IT controls and ensure independent assessments are conducted on the effectiveness of the controls. KPMG Services Proprietary Limited (KPMG), Northam s internal auditors conduct the assessments and report their findings to the audit and risk committee. The audit and risk committee assists the board in executing its responsibility in terms of the governance of legislation and regulatory compliance.

2 BOARD OF DIRECTORS 2.10 The board should ensure that there is an effective riskbased internal audit The board should appreciate that stakeholders perceptions affect the company s reputation The board should ensure the integrity of the company s integrated report The board should report on the effectiveness of the company s system of internal controls The board and its directors should act in the best interests of the company The board should consider business rescue proceedings or other turnaround mechanisms as soon as the company is financially distressed as defined in the Act The board should elect a chairman of the board who is an independent non-executive director. The CEO of the company should not also fulfil the role of chairman of the board The board should appoint the chief executive officer and establish a framework for the delegation of authority The board should comprise a balance of power, with a majority of non-executive directors. The majority of nonexecutive directors should be independent. An effective risk-based internal audit function is in place. The board has established a policy to ensure that good relationships are maintained with Northam s stakeholders who are defined as key people, groups of people or institutions that may significantly influence the success and reputation of the company and its subsidiary companies and operating divisions. The board, assisted by the audit and risk committee assumes responsibility for the integrated report and the sustainable development report and ensures that these reports fairly represent the performance of the group. The board obtains assurance and reports on the effectiveness of the group s system of internal controls. The board of directors are cognisant of their fiduciary and other duties and responsibilities under the Companies Act 71 of 2008, as amended (Companies Act) and King III. Directors are required to exercise objective judgement and are permitted to take independent advice in terms of the board charter. The board charter establishes a procedure for managing conflicts of interest. Appropriate policies in respect of dealing in securities by the directors, management and other employees are in place. The board monitors the solvency and liquidity of Northam continuously and considers the going concern status of the group. This will enable the board to apply business rescue procedures should Northam become financially distressed. The chairman of the board is a non-executive director and therefore a non-executive lead independent director was appointed in The position of the CEO and chairman are separate. The board has appointed a CEO of Northam, as well as key members of the senior management team, who function in terms of the approvals framework wherein the board defines levels of materiality and delegates functions to management appropriately. Majority of the board members are independent non-executive directors. The board s responsibility is to ensure that its composition is appropriate in terms of skills, knowledge, experience and gender, in line with legislation and best corporate governance Directors should be appointed through a formal process. Appointments to the board are a matter for the consideration of the board as a whole and are made in a formal and transparent manner. In this process, the board is assisted by the nomination committee, which is tasked with developing and recommending to the board the criteria for selection of suitable candidates to serve on the board, for approval by shareholders The induction of and ongoing training and development of directors should be conducted through formal processes The board should be assisted by a competent, suitably qualified and experienced company secretary. The nomination committee, assisted by management and the company secretary, ensure that new directors undergo an appropriate induction process and board members are updated on governance, regulatory and operational developments. The board has appointed a company secretary who is not a director of Northam and whom the board believes is suitably qualified and experienced to fulfil her functions in assisting the board and committees appropriately.

3 BOARD OF DIRECTORS 2.22 The evaluation of the board, its committees and the individual directors should be performed every year The board should delegate certain functions to wellstructured committees but without abdicating its own responsibilities A governance framework should be agreed between the group and its subsidiary boards Companies should remunerate directors and executives fairly and responsibly Companies should disclose the remuneration of each individual director and certain senior executives Shareholders should approve the company s remuneration policy AUDIT COMMITTEES 3.1 The board should ensure that the company has an effective and independent audit committee. 3.2 Audit committee members should be suitably skilled and experienced independent non-executive directors. 3.3 The audit committee should be chaired by an independent non-executive director. The board charter requires the board to conduct annual evaluations of its performance in its roles and responsibilities, as well as that of individual directors. Each committee evaluates its own performance and reports the results to the board. The board and committees operate under formal terms of reference, which are reviewed on an annual basis. The chairman of each committee reports back to the board at each board meeting and the minutes of all committee meetings are circulated to the board. The composition of each committee, as well as a description of its terms of reference, is disclosed in the integrated report. As a listed company, the board and management are cognisant that Northam must comply with the JSE Limited (JSE) listings requirements. Particular regard is for managing trading of securities, closed periods and managing price sensitive information. The remuneration report of Northam, which is published in its integrated report, discloses the details of the remuneration for all directors, in accordance with the requirements of the Companies Act, the JSE listings requirements and King III. Same as principle Every year, the remuneration policy of Northam is presented to shareholders to pass a non-binding advisory vote at Northam s annual general meeting. Northam has established an audit and risk committee which has terms of reference which comply with section 94 of the Companies Act and King III. All members of Northam s audit and risk committee are independent non-executive directors. The members have the requisite skills and experience required in respect of a mining company and are also financially literate. The chairman of the audit and risk committee is an independent nonexecutive director. 3.4 The audit committee should oversee integrated reporting. The audit and risk committee oversees and takes responsibility for the integrity of the integrated report. The committee reviews the financial statements and disclosure on sustainability issues included in the report and aims to ensure that no conflicts exist in respect of the information provided in the report. 3.5 The audit committee should ensure that a combined assurance model is applied to provide a coordinated approach to all assurance activities. 3.6 The audit committee should satisfy itself of the expertise, resources and experience of the company s finance function. The audit and risk committee ensures that the combined assurance received is appropriate to address all the significant risks facing the company. The audit and risk committee, on an annual basis, satisfies itself of the appropriateness of the expertise and adequacy of resources of Northam s finance function, including that of the chief financial officer. The results of such a review are disclosed in the integrated report.

4 AUDIT COMMITTEES 3.7 The audit committee should be responsible for overseeing of internal audit. 3.8 The audit committee should be an integral component of the risk management process. 3.9 The audit committee is responsible for recommending the appointment of the external auditor and overseeing the external audit process The audit committee should report to the board and shareholders on how it discharged its duties. THE GOVERNANCE OF RISK 4.1 The board should be responsible for the governance of risk. The internal audit function of Northam is outsourced to KPMG. The terms of reference of the audit and risk committee require the committee to agree and approve the internal audit plan, evaluate the performance of the internal audit function, ensure that it is independent and adequately qualified and resourced on a continuous basis and assess its performance. The audit and risk committee oversee Northam s risk management process on behalf of the board, and in particular has regard to the financial reporting risks, internal financial controls, fraud risks, compliance review, and IT governance (including IT risks which relate to financial reporting). The terms of reference of the audit and risk committee encapsulate the requirements of the Companies Act and details the committee s responsibilities in respect of the external auditor s nomination (for appointment by shareholders), the terms of engagement and remuneration, the policy for non-audit services, reportable irregularities and the quality and effectiveness of the external auditor. The audit and risk committee reports to the board on its statutory duties and the duties assigned to it by the board at each board meeting. The committee also reports to shareholders on its statutory duties and discloses same in Northam s integrated report. The board charter establishes the board s responsibility for risk governance and delegates Northam s risk management function to the audit and risk committee. 4.2 The board should determine the levels of risk tolerance. The audit and risk committee reviews Northam s risk register, which includes legislation and regulatory compliance, to ensure that risks of the business are identified and mitigated against by management and laws and regulations are complied with. 4.3 The risk committee or audit committee should assist the board in carrying out its risk responsibilities. 4.4 The board should delegate to management the responsibility to design, implement and monitor the risk management plan. 4.5 The board should ensure that risk assessments are performed on a continual basis. 4.6 The board should ensure that frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks. 4.7 The board should ensure that management considers and implements appropriate risk responses. The board charter establishes the board s responsibility for risk governance and delegates Northam s risk management function to the audit and risk committee. The recommendations of King III in respect of the constitution of a risk committee are met by the audit committee. The audit and risk committee delegates the development of the risk strategy to management through systems and processes. Management is accountable for integrating risk management and each head of department is a risk compliance officer, who then report to the chief financial officer who co-ordinates the risk function within Northam. The audit and risk committee ensure that effective and on-going risk assessments are performed. The audit and risk committee ensures that there is an adequate framework and methodologies for both implementation of recommended changes and anticipation of black swan (extraordinary/unexpected) events. The audit and risk committee ensures that management considers and implements appropriate risk responses.

5 THE GOVERNANCE OF RISK 4.8 The board should ensure continual risk monitoring by management. 4.9 The board should receive assurance regarding the effectiveness of the risk management process The board should ensure that there are processes in place enabling complete, timely, relevant, accurate and assessable risk disclosure to stakeholders. THE GOVERNANCE OF INFORMATION TECHNOLOGY 5.1 The board should be responsible for information technology (IT) governance. 5.2 IT should be aligned with the performance and sustainability objectives of the company. 5.3 The board should delegate to management the responsibility for the implementation of an IT governance framework. 5.4 The board should monitor and evaluate significant IT investments and expenditure. 5.5 IT should form an integral part of the company s risk management. 5.6 The board should ensure that information assets are managed effectively. 5.7 A risk committee and audit committee should assist the board in carrying out its IT responsibilities. COMPLIANCE WITH LAWS, CODES, RULES AND STANDARDS 6.1 The board should ensure that the company complies with applicable laws and consider adherence to non-binding rules, codes and standards. 6.2 The board and each individual director should have a working understanding of the effect of the applicable laws, rules and standards on the company and its business. 6.3 Compliance risk should form an integral part of the company s risk management process. 6.4 The board should delegate to management the implementation of an effective compliance framework and processes. The audit and risk committee reviews the risk register which includes regulatory compliance, and ensures that it is adequately updated and is complete, timely and relevant. The audit and risk committee ensures management provides assurance that the risk management plan is integrated into the daily activities of Northam. The internal auditors provide a written assessment of the effectiveness of the systems of internal control. The board discloses in the integrated report any undue, unexpected or unusual risks, as well as the board s view on the effectiveness of the risk management process. The board, with the assistance of the audit and risk committee is responsible for IT governance. Northam s IT manager oversees and ensures that all the appropriate structures and governance processes are in place, as well as managing Northam s IT, which resource is outsourced to an independent external IT company. KPMG (internal audit), then monitor the IT controls and conduct independent assessments on the effectiveness of the controls, and report to the audit and risk committee. The IT strategy is integrated into Northam s strategic and business processes. Same as principle 5.1. The approvals framework defines the board s levels of materiality, including that of investments and expenditure, and delegates functions to management appropriately. Same as principle 3.8. Same as principle 5.1. Same principle as 5.1. Northam has adequate systems and functions in place to ensure that it complies with all applicable laws and any instances in respect of exceptions, shortcomings and proposed changes are managed by the board. The directors appointed to the board of Northam are suitably skilled and experienced with regard to the applicable laws, rules, codes and standards of Northam. Same as principle 4.2, 4.4, 4.8 and 4.9. Same principle as 4.2, 4.4, 4.8, and 4.9.

6 INTERNAL AUDIT 7.1 The board should ensure that there is an effective riskbased internal audit. 7.2 Internal audit should follow a risk-based approach to its plan. 7.3 Internal audit should provide a written assessment of the effectiveness of the company s system of internal control and risk management. 7.4 The audit committee should be responsible for overseeing internal audit. 7.5 Internal audit should be strategically positioned to achieve its objectives. GOVERNING STAKEHOLDER RELATIONSHIPS 8.1 The board should appreciate that stakeholders perceptions affect a company s reputation. 8.2 The board should delegate to management to proactively deal with stakeholder relationships. 8.3 The board should strive to achieve the appropriate balance between its various stakeholder groupings, in the best interests of the company. 8.4 Companies should ensure the equitable treatment of shareholders. 8.5 Transparent and effective communication to stakeholders is essential for building and maintaining their trust and confidence. 8.6 The board should ensure that disputes are resolved as effectively, efficiently and expeditiously as possible. The audit and risk committee review the internal audit function and plan, to ensure that KPMG (internal audit) has adequate skills and resources to perform their duties. Same as principle 7.1. KPMG provide the audit and risk committee with a written assessment of the effectiveness of Northam s internal controls and risk management. Same as principle 3.7. The internal audit function is independent and objective and reports functionally to the audit and risk committee. The committee reviews the resources and skills of the function on an annual basis to ensure it is adequate to address risk and assurance requirements. A policy has been established to ensure that good relations are maintained with Northam s stakeholders who are defined as key people, groups of people or institutions that may significantly influence the success and reputation of Northam and its subsidiary companies and operating divisions. The board charter delegates to management the responsibility to proactively deal with stakeholder relationships. A policy has been established to regulate the process of engaging and communicating with all defined stakeholders of Northam s business with the objective of protecting its reputation and ensuring the communication of only credible and accurate information both internally and externally. In compliance with its responsibilities under the Companies Act and the JSE listings requirements, the board is cognisant of its duty to ensure that all shareholders are treated equitably. The policy sets out communication guidelines with stakeholders. The board is cognisant of its responsibility to reporting clear, concise, complete, timely, relevant and accurate information to stakeholders, whilst having regard to the legal and strategic considerations. The board charter requires the board to ensure that disputes are resolved as effectively and efficiently as possible.

7 INTEGRATED REPORTING AND DISCLOSURE 9.1 The board should ensure the integrity of the company s integrated report. 9.2 Sustainability reporting and disclosure should be integrated with the company s financial reporting. 9.3 Sustainability reporting and disclosure should be independently assured. SOCIAL AND ETHICS COMMITTEE A social and ethics committee should be formed in accordance with Section 72 of the Companies Act. The board, assisted by the audit and risk committee, assumes responsibility for the integrated report and the sustainable development report and ensures that these reports fairly represent the performance of the group. Same as principle 9.1. The audit and risk committee oversees the compiling of Northam s integrated report and the sustainable development report and ensures that the disclosures are independently assured. The Northam social, ethics and human resources (SE&HR) committee s terms of reference incorporates the social and ethics statutory requirements in terms of the Companies Act.

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